The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our interim unaudited condensed
consolidated financial statements and related notes thereto contained herein and
the consolidated financial statements and related notes thereto contained in our
Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual
Report") filed with the Securities and Exchange Commission (the "SEC") on
February 28, 2022, along with Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in the Annual Report. The Annual
Report is accessible on the SEC's website at www.sec.gov and on our website at
www.matadorresources.com. Our discussion and analysis includes forward-looking
information that involves risks and uncertainties and should be read in
conjunction with the "Risk Factors" section of the Annual Report and the section
entitled "Cautionary Note Regarding Forward-Looking Statements" below for
information about the risks and uncertainties that could cause our actual
results to be materially different than our forward-looking statements.

In this Quarterly Report on Form 10-Q (this "Quarterly Report"), (i) references
to "we," "our" or the "Company" refer to Matador Resources Company and its
subsidiaries as a whole (unless the context indicates otherwise), (ii)
references to "Matador" refer solely to Matador Resources Company and (iii)
references to "San Mateo" refer to San Mateo Midstream, LLC, collectively with
its subsidiaries. For certain oil and natural gas terms used in this Quarterly
Report, please see the "Glossary of Oil and Natural Gas Terms" included with the
Annual Report.

Cautionary Note Regarding Forward-Looking Statements



Certain statements in this Quarterly Report constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Additionally, forward-looking
statements may be made orally or in press releases, conferences, reports, on our
website or otherwise, in the future by us or on our behalf. Such statements are
generally identifiable by the terminology used such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecasted," "hypothetical,"
"intend," "may," "might," "plan," "potential," "predict," "project," "should,"
"would" or other similar words, although not all forward-looking statements
contain such identifying words.

By their very nature, forward-looking statements require us to make assumptions
that may not materialize or that may not be accurate. Forward-looking statements
are subject to known and unknown risks and uncertainties and other factors that
may cause actual results, levels of activity and achievements to differ
materially from those expressed or implied by such statements. Such factors
include, among others: general economic conditions; our ability to execute our
business plan, including whether our drilling program is successful; changes in
oil, natural gas and natural gas liquids prices and the demand for oil, natural
gas and natural gas liquids; our ability to replace reserves and efficiently
develop current reserves; the operating results of our midstream business' oil,
natural gas and water gathering and transportation systems, pipelines and
facilities, the acquiring of third-party business and the drilling of any
additional salt water disposal wells; costs of operations; delays and other
difficulties related to producing oil, natural gas and natural gas liquids;
delays and other difficulties related to regulatory and governmental approvals
and restrictions; impact on our operations due to seismic events; availability
of sufficient capital to execute our business plan, including from future cash
flows, available borrowing capacity under our revolving credit facilities and
otherwise; our ability to make acquisitions on economically acceptable terms;
our ability to integrate acquisitions; the operating results of and any
potential distributions from our joint ventures; weather and environmental
conditions; the impact of the worldwide spread of the novel coronavirus
("COVID-19") on oil and natural gas demand, oil and natural gas prices and our
business; and the other factors discussed below and elsewhere in this Quarterly
Report and in other documents that we file with or furnish to the SEC, all of
which are difficult to predict. Forward-looking statements may include
statements about:

•our business strategy;
•our estimated future reserves and the present value thereof, including whether
or not a full-cost ceiling impairment could be realized;
•our cash flows and liquidity;
•the amount, timing and payment of dividends, if any;
•our financial strategy, budget, projections and operating results;
•the supply and demand of oil, natural gas and natural gas liquids;
•oil, natural gas and natural gas liquids prices, including our realized prices
thereof;
•the timing and amount of future production of oil and natural gas;
•the availability of drilling and production equipment;
•the availability of oil storage capacity;
•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;
                                       23
--------------------------------------------------------------------------------
  Table of Contents
•our ability to negotiate and consummate acquisition and divestiture
opportunities;
•the integration of acquisitions with our business;
•government regulation and taxation of the oil and natural gas industry;
•our marketing of oil and natural gas;
•our exploitation projects or property acquisitions;
•our ability and the ability of our midstream joint venture to construct,
maintain and operate midstream pipelines and facilities, including the operation
of its Black River cryogenic natural gas processing plant and the drilling of
additional salt water disposal wells;
•the ability of our midstream business 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;
•our initiatives and efforts relating to environmental, social and governance
matters;
•counterparty credit risk;
•geopolitical instability and developments in oil-producing and natural
gas-producing countries;
•the impact of COVID-19 on the oil and natural gas industry and our business;
•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.

Although we believe that the expectations conveyed by the forward-looking statements in this Quarterly Report are reasonable based on information available to us on the date hereof, no assurances can be given as to future results, levels of activity, achievements or financial condition.



You should not place undue reliance on any forward-looking statement and should
recognize that the statements are predictions of future results, which may not
occur as anticipated. Actual results could differ materially from those
anticipated in the forward-looking statements and from historical results, due
to the risks and uncertainties described above, as well as others not now
anticipated. The impact of any one factor on a particular forward-looking
statement is not determinable with certainty as such factors are interdependent
upon other factors. The foregoing statements are not exclusive and further
information concerning us, including factors that potentially could materially
affect our financial results, may emerge from time to time. We undertake no
obligation to update forward-looking statements to reflect actual results or
changes in factors or assumptions affecting such forward-looking statements,
except as required by law, including the securities laws of the United States
and the rules and regulations of the SEC.

Overview



We are an independent energy company founded in July 2003 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. Our 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. We also operate in the
Eagle Ford shale play in South Texas and the Haynesville shale and Cotton Valley
plays in Northwest Louisiana. Additionally, we conduct midstream operations in
support of our exploration, development and production operations and provide
natural gas processing, oil transportation services, oil, natural gas and
produced water gathering services and produced water disposal services to third
parties.

Second Quarter Highlights

For the three months ended June 30, 2022, our total oil equivalent production
was 10.1 million BOE, and our average daily oil equivalent production was
110,750 BOE per day, of which 64,300 Bbl per day, or 58%, was oil and 278.5 MMcf
per day, or 42%, was natural gas. Our average daily oil production of 64,300 Bbl
per day for the three months ended June 30, 2022 increased 21% year-over-year
from 53,400 Bbl per day for the three months ended June 30, 2021. Our average
daily natural gas production of 278.5 MMcf per day for the three months ended
June 30, 2022 increased 16% year-over-year from 239.1 MMcf per day for the three
months ended June 30, 2021.

For the second quarter of 2022, we reported net income attributable to Matador
shareholders of $415.7 million, or $3.47 per diluted common share, on a
generally accepted accounting principles in the United States ("GAAP") basis, as
compared to net income attributable to Matador shareholders of $105.9 million,
or $0.89 per diluted common share, for the second quarter of 2021. For the
second quarter of 2022, our Adjusted EBITDA attributable to Matador shareholders
("Adjusted EBITDA"), a
                                       24

--------------------------------------------------------------------------------

Table of Contents



non-GAAP financial measure, was $663.8 million, as compared to Adjusted EBITDA
of $261.0 million during the second quarter of 2021. For a definition of
Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income and
net cash provided by operating activities, see "-Liquidity and Capital
Resources-Non-GAAP Financial Measures." For more information regarding our
financial results for the three months ended June 30, 2022, see "-Results of
Operations" below.

For the six months ended June 30, 2022, we reported net income attributable to
Matador shareholders of $622.8 million, or $5.20 per diluted common share, on a
GAAP basis, as compared to net income attributable to Matador shareholders of
$166.6 million, or $1.40 per diluted common share, for the six months ended June
30, 2021. For the six months ended June 30, 2022, our Adjusted EBITDA, a
non-GAAP financial measure, was $1.1 billion, as compared to Adjusted EBITDA of
$459.1 million during the six months ended June 30, 2021. For a definition of
Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income and
net cash provided by operating activities, see "-Liquidity and Capital
Resources-Non-GAAP Financial Measures." For more information regarding our
financial results for the three and three and six months ended June 30, 2022,
see "-Results of Operations" below.

On June 30, 2022, we acquired a cryogenic gas processing plant, 3 compressor
stations and approximately 45 miles of natural gas gathering pipelines in Lea
and Eddy Counties, New Mexico through the acquisition of a wholly-owned
subsidiary of Summit Midstream Partners, LP ("Summit") that was subsequently
renamed Pronto Midstream, LLC ("Pronto"). In addition, the Company assumed
certain takeaway capacity on a Federal Energy Regulatory Commission regulated
natural gas pipeline. As consideration for the business combination, the Company
paid approximately $77.8 million in cash, subject to certain customary
post-closing adjustments.

Operations Update



We began 2022 operating five drilling rigs in the Delaware Basin but contracted
a sixth drilling rig during the first quarter to begin development of certain
acquired assets in the western portion of the Ranger asset area in Lea County,
New Mexico. We operated six drilling rigs in the Delaware Basin throughout the
second quarter of 2022. At July 26, 2022, three of these rigs were operating in
the Ranger asset area, two of these rigs were operating in the Rustler Breaks
asset area and the sixth rig was operating in the Stateline asset area. We
signed a contract for a seventh drilling rig late in the second quarter of 2022,
which we plan to begin operating in September 2022. Thereafter, we plan to
operate seven drilling rigs throughout the remainder of 2022. We have built
significant optionality into our drilling program, which should generally allow
us to decrease or increase the number of rigs we operate as necessary based on
changing commodity prices and other factors.

We turned to sales a total of 29 gross (7.7 net) horizontal wells in the
Delaware Basin during the second quarter of 2022, including 11 gross (6.4 net)
operated horizontal wells and 18 gross (1.3 net) non-operated horizontal wells.
During the second quarter of 2022, we turned to sales 11 gross (6.4 net)
horizontal operated wells in the Rustler Breaks asset area: four were Second
Bone Spring completions, three were First Bone Spring completions, two were
Third Bone Spring completions, one was a Wolfcamp B completion and one was a
Wolfcamp A completion. We also participated in nine gross (0.1 net) non-operated
wells turned to sales in the Antelope Ridge asset area, five gross (0.4 net)
non-operated wells in the Rustler Breaks asset area, two gross (0.7 net)
non-operated wells in the Arrowhead asset area and two gross (0.1 net)
non-operated wells in the Ranger asset area.

Our average daily oil equivalent production in the Delaware Basin for the second
quarter of 2022 was 105,200 BOE per day, consisting of 63,300 Bbl of oil per day
and 251.4 MMcf of natural gas per day, a 20% increase from 87,500 BOE per day,
consisting of 51,700 Bbl of oil per day and 214.7 MMcf of natural gas per day,
in the second quarter of 2021. The Delaware Basin contributed approximately 98%
of our daily oil production and approximately 90% of our daily natural gas
production in the second quarter of 2022, as compared to approximately 97% of
our daily oil production and approximately 90% of our daily natural gas
production in the second quarter of 2021.

During the second quarter of 2022, we did not turn to sales any operated wells
or participate in any non-operated wells turned to sales on our leasehold
properties in the Eagle Ford shale play in South Texas or in the Haynesville
shale and Cotton Valley plays in Northwest Louisiana.

2022 Capital Expenditure Budget



At July 26, 2022, we increased our estimated 2022 capital expenditures for
drilling, completing and equipping wells  ("D/C/E capital expenditures") to
$765.0 to $835.0 million from $640.0 to $710.0 million, as originally estimated,
primarily to accommodate the seventh drilling rig and an accelerated drilling
program on our Rodney Robinson leasehold in the western portion of the Antelope
Ridge asset area and additional working interests obtained through acreage
trades and other transactions. At July 26, 2022, our anticipated midstream
capital expenditures remained $50.0 to $60.0 million, which includes our
proportionate share of estimated 2022 capital expenditures for San Mateo and
other wholly-owned midstream projects.
                                       25

--------------------------------------------------------------------------------

Table of Contents

Capital Resources Update



Our Board of Directors (the "Board") declared quarterly cash dividends of $0.05
per share of common stock in both the first and second quarters of 2022, which
were paid on March 14, 2022 and June 3, 2022, respectively. In June 2022, the
Board amended the Company's dividend policy to increase the quarterly dividend
to $0.10 per share of common stock. In July 2022, the Board declared a quarterly
cash dividend of $0.10 per share of common stock payable on September 1, 2022 to
shareholders of record as of August 17, 2022.

During the second quarter of 2022, we repaid the remaining $50.0 million of
borrowings under our fourth amended and restated credit agreement (the "Credit
Agreement"). We did not have any outstanding borrowings under our Credit
Agreement at June 30, 2022. We repurchased $144.0 million of our outstanding
senior notes due 2026 (the "Notes") for $142.4 million during the three months
ended June 30, 2022 and also repurchased an additional $14.2 million of Notes
for $13.7 million between June 30, 2022 and July 25, 2022.

In April 2022, the lenders under our Credit Agreement, led by Royal Bank of
Canada, completed their review of our proved oil and natural gas reserves, and,
as a result, the borrowing base was increased to $2.0 billion from $1.35
billion, the Company's elected borrowing commitment increased to $775.0 million
from $700.0 million, the maximum facility amount remained $1.5 billion and one
additional bank joined our lending group. In addition, the terms of the Credit
Agreement were amended to increase the sublimit for issuances of letters of
credit under the Credit Agreement from $50 million to $100 million and replace
the London Interbank Offered Rate ("LIBOR") interest rate benchmark with an
Adjusted Term SOFR (as defined in the Credit Agreement) interest rate benchmark.
After giving effect to the amendment to the Credit Agreement, the applicable
interest rate margin for borrowings under the Credit Agreement ranges from 1.75%
to 2.75% per annum for borrowings bearing interest with reference to the
Adjusted Term SOFR and from 0.75% to 1.75% per annum for borrowings bearing
interest with reference to the Alternate Base Rate (as defined in the Credit
Agreement), in each case depending on the level of borrowings under the Credit
Agreement. In addition, the Adjusted Term SOFR includes a credit spread
adjustment of 0.10% per annum for all interest periods. This April 2022
redetermination constituted the regularly scheduled May 1 redetermination.
Borrowings under the Credit Agreement are limited to the lowest of the borrowing
base, the maximum facility amount and the elected borrowing commitment.

Critical Accounting Policies

There have been no changes to our critical accounting policies and estimates from those set forth in the Annual Report.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material impact on our financial statements.


                                       26

--------------------------------------------------------------------------------


  Table of Contents

Results of Operations

Revenues

The following table summarizes our unaudited revenues and production data for
the periods indicated:

                                                              Three Months Ended                      Six Months Ended
                                                                   June 30,                               June 30,
                                                            2022               2021                2022                2021
Operating Data
Revenues (in thousands)(1)
Oil                                                     $ 650,233          $ 315,114          $ 1,110,355          $ 528,393
Natural gas                                               242,536             96,960              408,929            199,914
Total oil and natural gas revenues                        892,769            412,074            1,519,284            728,307
Third-party midstream services revenues                    21,886             19,850               39,192             35,288
Sales of purchased natural gas                             60,008             10,918               79,347             15,428

Realized loss on derivatives                              (61,163)           (42,611)             (83,602)           (68,524)
Unrealized gain (loss) on derivatives                      30,430            (42,804)             (44,599)           (86,227)
Total revenues                                          $ 943,930          $ 357,427          $ 1,509,622          $ 624,272
Net Production Volumes(1)
Oil (MBbl)(2)                                               5,855              4,855               10,675              8,594
Natural gas (Bcf)(3)                                         25.3               21.8                 47.2               39.3
Total oil equivalent (MBOE)(4)                             10,078              8,482               18,535             15,140
Average daily production (BOE/d)(5)                       110,750             93,210              102,406             83,650
Average Sales Prices
Oil, without realized derivatives (per Bbl)             $  111.06          $   64.90          $    104.01          $   61.49
Oil, with realized derivatives (per Bbl)                $  105.21          $   56.13          $     99.10          $   53.49
Natural gas, without realized derivatives (per Mcf)     $    9.57          $    4.46          $      8.67          $    5.09
Natural gas, with realized derivatives (per Mcf)        $    8.51          $    4.46          $      8.01          $    5.09


_________________

(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 Bbl of oil.

(3)One billion cubic feet of natural gas.

(4)One thousand Bbl 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, 2022 as Compared to Three Months Ended June 30, 2021



Oil and natural gas revenues. Our oil and natural gas revenues increased $480.7
million, or 117%, to $892.8 million for the three months ended June 30, 2022, as
compared to $412.1 million for the three months ended June 30, 2021. Our oil
revenues increased $335.1 million, or 106%, to $650.2 million for the three
months ended June 30, 2022, as compared to $315.1 million for the three months
ended June 30, 2021. This increase in oil revenues resulted from a 71% increase
in the weighted average oil price realized for the three months ended June 30,
2022 to $111.06 per Bbl, as compared to $64.90 per Bbl for the three months
ended June 30, 2021, and from a 21% increase in our oil production to 5.9
million Bbl for the three months ended June 30, 2022, as compared to 4.9 million
Bbl for the three months ended June 30, 2021. Our natural gas revenues increased
$145.6 million, or 150%, to $242.5 million for the three months ended June 30,
2022, as compared to $97.0 million for the three months ended June 30, 2021. The
increase in natural gas revenues resulted from a 115% increase in the weighted
average natural gas price realized for the three months ended June 30, 2022 to
$9.57 per Mcf, as compared to a weighted average natural gas price of $4.46 per
Mcf realized for the three months ended June 30, 2021, and from a 16% increase
in our natural gas production to 25.3 Bcf for the three months ended June 30,
2022, as compared to 21.8 Bcf for the three months ended June 30, 2021.
                                       27

--------------------------------------------------------------------------------

Table of Contents



Third-party midstream services revenues. Our third-party midstream services
revenues increased $2.0 million, or 10%, to $21.9 million for the three months
ended June 30, 2022, as compared to $19.9 million for the three months ended
June 30, 2021. Third-party midstream services revenues are those revenues from
midstream operations related to third parties, including working interest owners
in our operated wells. This increase was primarily attributable to an increase
in our third-party produced water disposal revenues to $8.4 million for the
three months ended June 30, 2022, as compared to $7.0 million for the three
months ended June 30, 2021, and an increase in our third-party natural gas
gathering and processing revenues to $10.7 million for the three months ended
June 30, 2022, as compared to $10.3 million for the three months ended June 30,
2021.

Sales of purchased natural gas. Our sales of purchased natural gas increased
$49.1 million, over five-fold, to $60.0 million for the three months ended June
30, 2022, as compared to $10.9 million for the three months ended June 30, 2021.
This increase was the result of both an increase in purchased natural gas
volumes sold and the natural gas price realized during the three months ended
June 30, 2022. Sales of purchased natural gas reflect those natural gas purchase
transactions that we periodically enter into with third parties whereby we
purchase natural gas and (i) subsequently sell the natural gas to other
purchasers or (ii) process the natural gas at San Mateo's cryogenic natural gas
processing plant in Eddy County, New Mexico (the "Black River Processing Plant")
and subsequently sell the residue gas and natural gas liquids ("NGL") to other
purchasers. These revenues, and the expenses related to these transactions
included in "Purchased natural gas," are presented on a gross basis in our
interim unaudited condensed consolidated statements of operations.

Realized loss on derivatives. Our realized net loss on derivatives was $61.2
million for the three months ended June 30, 2022, as compared to a realized net
loss of $42.6 million for the three months ended June 30, 2021. We realized a
net loss of $34.2 million related to our oil costless collar and oil basis swap
contracts for the three months ended June 30, 2022, resulting primarily from oil
prices that were above the ceiling prices of certain of our oil costless collar
contracts and above the strike prices of certain of our oil basis swap
contracts. We realized a net loss of $26.9 million related to our natural gas
costless collar contracts for the three months ended June 30, 2022, resulting
primarily from natural gas prices that were above the ceiling prices of certain
of our natural gas costless collar contracts. We realized an average loss on our
oil derivatives of approximately $5.85 per Bbl produced during the three months
ended June 30, 2022, as compared to an average loss of approximately $8.77 per
Bbl produced during the three months ended June 30, 2021. We realized an average
loss on our natural gas derivatives of approximately $1.06 per Mcf produced
during the three months ended June 30, 2022.

Unrealized gain (loss) on derivatives. During the three months ended June 30,
2022, the aggregate net fair value of our open oil and natural gas derivative
contracts changed to a net liability of $59.5 million from a net liability of
$89.9 million at March 31, 2022, resulting in an unrealized gain on derivatives
of $30.4 million for the three months ended June 30, 2022. During the three
months ended June 30, 2021, the aggregate net fair value of our open oil and
natural gas derivative contracts changed to a net liability of $122.1 million
from a net liability of $79.3 million at March 31, 2021, resulting in an
unrealized loss on derivatives of $42.8 million for the three months ended June
30, 2021.

Six Months Ended June 30, 2022 as Compared to Six Months Ended June 30, 2021



Oil and natural gas revenues. Our oil and natural gas revenues increased $791.0
million, or 109%, to $1.5 billion for the six months ended June 30, 2022, as
compared to $728.3 million for the six months ended June 30, 2021. Our oil
revenues increased $582.0 million, or 110%, to $1.1 billion for the six months
ended June 30, 2022, as compared to $528.4 million for the six months ended June
30, 2021. This increase in oil revenues resulted from a 69% increase in the
weighted average oil price realized for the six months ended June 30, 2022 to
$104.01 per Bbl, as compared to $61.49 per Bbl for the six months ended June 30,
2021, and from a 24% increase in our oil production to 10.7 million Bbl for the
six months ended June 30, 2022, as compared to 8.6 million Bbl for the six
months ended June 30, 2021. Our natural gas revenues increased by $209.0
million, or 105%, to $408.9 million for the six months ended June 30, 2022, as
compared to $199.9 million for the six months ended June 30, 2021. The increase
in natural gas revenues resulted from a 70% increase in the weighted average
natural gas price realized for the six months ended June 30, 2022 to $8.67 per
Mcf, as compared to a weighted average natural gas price of $5.09 per Mcf for
the six months ended June 30, 2021, and from a 20% increase in our natural gas
production to 47.2 Bcf for the six months ended June 30, 2022, as compared to
39.3 Bcf for the six months ended June 30, 2021.

Third-party midstream services revenues. Our third-party midstream services
revenues increased $3.9 million, or 11%, to $39.2 million for the six months
ended June 30, 2022, as compared to $35.3 million for the six months ended June
30, 2021. This increase was primarily attributable to an increase in our
third-party produced water disposal revenues to $16.2 million for the six months
ended June 30, 2022, as compared to $13.5 million for the six months ended June
30, 2021, and an increase in our third-party natural gas gathering and
processing revenues to $18.4 million for the six months ended June 30, 2022, as
compared to $17.1 million for the six months ended June 30, 2021.

Sales of purchased natural gas. Our sales of purchased natural gas increased
$63.9 million, or over four-fold, to $79.3 million for the six months ended June
30, 2022, as compared to $15.4 million for the six months ended June 30, 2021.
This increase was the result of both an increase in natural gas volumes sold and
the natural gas price realized during the six months ended June 30, 2022.
                                       28

--------------------------------------------------------------------------------

Table of Contents



Realized loss on derivatives. Our realized net loss on derivatives was $83.6
million for the six months ended June 30, 2022, as compared to a realized net
loss of $68.5 million for the six months ended June 30, 2021. We realized a net
loss of $52.4 million related to our oil costless collar and oil basis swap
contracts for the six months ended June 30, 2022, resulting primarily from oil
prices that were above the ceiling prices of certain of our oil costless collar
contracts and above the strike prices of certain of our oil basis swap
contracts. We realized a net loss of $31.2 million related to our natural gas
costless collar contracts for the six months ended June 30, 2022, resulting
primarily from natural gas prices that were above the ceiling prices of certain
of our natural gas costless collar contracts. We realized an average loss on our
oil derivatives of approximately $4.91 per Bbl produced during the six months
ended June 30, 2022, as compared to an average loss of $8.00 per Bbl produced
during the six months ended June 30, 2021. We realized an average loss on our
natural gas derivatives of approximately $0.66 per Mcf produced during the six
months ended June 30, 2022.

Unrealized gain (loss) on derivatives. During the period from December 31, 2021
through June 30, 2022, the aggregate net fair value of our open oil and natural
gas derivative contracts changed to a net liability of $59.5 million from a net
liability of $14.9 million, resulting in an unrealized loss on derivatives of
$44.6 million for the six months ended June 30, 2022. During the period from
December 31, 2020 through June 30, 2021, the aggregate net fair value of our
open oil and natural gas derivative contracts changed to a net liability of
$122.1 million from a net liability of $35.9 million, resulting in an unrealized
loss on derivatives of $86.2 million for the six months ended June 30, 2021.
                                       29

--------------------------------------------------------------------------------

Table of Contents

Expenses

The following table summarizes our unaudited operating expenses and other income (expense) for the periods indicated:



                                                                Three Months Ended                     Six Months Ended
                                                                     June 30,                              June 30,
(In thousands, except expenses per BOE)                       2022               2021               2022               2021

Expenses


Production taxes, transportation and processing           $  85,658          $  43,843          $ 145,477          $  78,017
Lease operating                                              39,857             28,752             73,812             54,691
Plant and other midstream services operating                 22,014             13,746             41,475             27,409
Purchased natural gas                                        56,440              9,628             73,461             12,483
Depletion, depreciation and amortization                    120,024             91,444            215,877            166,307
Accretion of asset retirement obligations                       517                511              1,060              1,011

General and administrative                                   24,431             24,397             54,164             46,585
Total expenses                                              348,941            212,321            605,326            386,503
Operating income                                            594,989            145,106            904,296            237,769
Other income (expense)
Net loss on asset sales and impairment                            -                  -               (198)                 -
Interest expense                                            (18,492)           (17,940)           (34,744)           (37,590)

Other (expense) income                                       (4,342)                14             (4,486)              (661)
Total other expense                                         (22,834)           (17,926)           (39,428)           (38,251)
Income before income taxes                                  572,155            127,180            864,868            199,518
Income tax provision
Current                                                      36,261                  -             51,670                  -
Deferred                                                     99,699              5,349            152,818              8,189
Total income tax provision                                  135,960              5,349            204,488              8,189
Net income                                                  436,195            121,831            660,380            191,329

Net income attributable to non-controlling interest in subsidiaries

                                                (20,477)           (15,926)           (37,538)           (24,779)

Net income attributable to Matador Resources Company shareholders

$ 415,718          $ 105,905          $ 622,842          $ 166,550
Expenses per BOE
Production taxes, transportation and processing           $    8.50          $    5.17          $    7.85          $    5.15
Lease operating                                           $    3.95          $    3.39          $    3.98          $    3.61
Plant and other midstream services operating              $    2.18          $    1.62          $    2.24          $    1.81
Depletion, depreciation and amortization                  $   11.91          $   10.78          $   11.65          $   10.98
General and administrative                                $    2.42          $    2.88          $    2.92          $    3.08

Three Months Ended June 30, 2022 as Compared to Three Months Ended June 30, 2021



Production taxes, transportation and processing. Our production taxes and
transportation and processing expenses increased $41.8 million, or 95%, to $85.7
million for the three months ended June 30, 2022, as compared to $43.8 million
for the three months ended June 30, 2021. On a unit-of-production basis, our
production taxes and transportation and processing expenses increased 64% to
$8.50 per BOE for the three months ended June 30, 2022, as compared to $5.17 per
BOE for the three months ended June 30, 2021. These increases were primarily
attributable to a $39.4 million increase in production taxes to $70.5 million
for the three months ended June 30, 2022, as compared to $31.1 million for the
three months ended June 30, 2021, primarily due to the significant increase in
the oil and natural gas revenues between the two periods.

Lease operating. Our lease operating expenses increased $11.1 million, or 39%,
to $39.9 million for the three months ended June 30, 2022, as compared to $28.8
million for the three months ended June 30, 2021. Our lease operating expenses
on a unit-of-production basis increased 17% to $3.95 per BOE for the three
months ended June 30, 2022, as compared to $3.39 per BOE for the three months
ended June 30, 2021. These increases were primarily attributable to the
increased number of wells
                                       30

--------------------------------------------------------------------------------

Table of Contents

being operated by us and other operators (where we own a working interest) and to operating cost inflation for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.



Plant and other midstream services operating. Our plant and other midstream
services operating expenses increased $8.3 million, or 60%, to $22.0 million for
the three months ended June 30, 2022, as compared to $13.7 million for the three
months ended June 30, 2021. This increase was primarily attributable to our
increased volumes as well as increased third-party volumes, which resulted in
(i) increased expenses associated with our commercial produced water disposal
operations of $11.7 million for the three months ended June 30, 2022, as
compared to $6.6 million for the three months ended June 30, 2021, and (ii)
increased expenses associated with our pipeline operations of $6.8 million for
the three months ended June 30, 2022, as compared to $3.7 million for the three
months ended June 30, 2021.

Depletion, depreciation and amortization. Our depletion, depreciation and
amortization expenses increased $28.6 million, or 31%, to $120.0 million for the
three months ended June 30, 2022, as compared to $91.4 million for the three
months ended June 30, 2021, primarily as a result of the 19% increase in our
total oil equivalent production for the three months ended June 30, 2022, as
compared to June 30, 2021. On a unit-of-production basis, our depletion,
depreciation and amortization expenses increased 10% to $11.91 per BOE for the
three months ended June 30, 2022, as compared to $10.78 per BOE for the three
months ended June 30, 2021, primarily as a result of the increase in actual
costs and estimated future costs to drill, complete and equip our wells between
the two periods.

General and administrative. Our general and administrative expenses remained
consistent at $24.4 million for the three months ended June 30, 2022, as
compared to the three months ended June 30, 2021. Our general and administrative
expenses decreased 16% on a unit-of-production basis to $2.42 per BOE for the
three months ended June 30, 2022, as compared to $2.88 per BOE for the three
months ended June 30, 2021, which was attributable to the 19% increase in our
total oil equivalent production between the two periods.

Interest expense. For the three months ended June 30, 2022, we incurred total
interest expense of $19.3 million. We capitalized $0.8 million of our interest
expense on certain qualifying projects for the three months ended June 30, 2022
and expensed the remaining $18.5 million to operations. For the three months
ended June 30, 2021, we incurred total interest expense of $19.8 million. We
capitalized $1.9 million of our interest expense on certain qualifying projects
for the three months ended June 30, 2021 and expensed the remaining $17.9
million to operations.

Income tax provision. As a result of the full-cost ceiling impairments recorded
during 2020, we recognized a valuation allowance against our federal net
deferred tax assets as of September 30, 2020, which remained in place at June
30, 2021. As a result, we recorded an income tax provision of $5.3 million for
the three months ended June 30, 2021. Our income tax provision differed from
amounts computed by applying the U.S. federal statutory rate to the pre-tax
income due to recording the net deferred tax liability for state taxes,
primarily in New Mexico, and continuing to recognize a valuation allowance
against our U.S. federal net deferred tax assets. Due to a variety of factors,
including our significant net income during 2021, our federal valuation
allowance was reversed in the third quarter of 2021. Our current income tax
provision was $36.3 million and our deferred income tax provision was $99.7
million for the three months ended June 30, 2022. Our effective tax rate of 25%
for the three months ended June 30, 2022 differed from the U.S. federal
statutory rate due primarily to permanent differences between book and taxable
income and state taxes, primarily in New Mexico.

Six Months Ended June 30, 2022 as Compared to Six Months Ended June 30, 2021



Production taxes, transportation and processing. Our production taxes,
transportation and processing expenses increased by approximately $67.5 million,
or 86%, to approximately $145.5 million for the six months ended June 30, 2022,
as compared to $78.0 million for the six months ended June 30, 2021. On a
unit-of-production basis, our production taxes, transportation and processing
expenses increased by 52% to $7.85 per BOE for the six months ended June 30,
2022, as compared to $5.15 per BOE for the six months ended June 30, 2021. These
increases were primarily attributable to a $64.4 million increase in production
taxes to $119.2 million for the six months ended June 30, 2022, as compared to
$54.8 million for the six months ended June 30, 2021, primarily due to the
significant increase in oil and natural gas revenues between the two periods.

Lease operating expenses. Our lease operating expenses increased by
approximately $19.1 million, or 35%, to $73.8 million for the six months ended
June 30, 2022, as compared to $54.7 million for the six months ended June 30,
2021. Our lease operating expenses per unit of production increased 10% to $3.98
per BOE for the six months ended June 30, 2022, as compared to $3.61 per BOE for
the six months ended June 30, 2021. These increases were primarily attributable
to the increased number of wells being operated by us and other operators (where
we own a working interest) and to operating cost inflation for the six months
ended June 30, 2022, as compared to the six months ended June 30, 2021.

Plant and other midstream services operating. Our plant and other midstream
services operating expenses increased $14.1 million, or 51%, to $41.5 million
for the six months ended June 30, 2022, as compared to $27.4 million for the six
months ended June 30, 2021. This increase was primarily attributable to our
increased volumes as well as third-party volumes,
                                       31

--------------------------------------------------------------------------------

Table of Contents



which caused (i) increased expenses associated with our commercial produced
water disposal operations of $21.7 million for the six months ended June 30,
2022, as compared to $14.2 million for the six months ended June 30, 2021, (ii)
increased expenses associated with our pipeline operations of $12.5 million for
the six months ended June 30, 2022, as compared to $7.0 million for the six
months ended June 30, 2021, and (iii) increased expenses associated with
operating the Black River Processing Plant of $7.3 million for the six months
ended June 30, 2022, as compared to $6.2 million for the six months ended June
30, 2021.

Depletion, depreciation and amortization. Our depletion, depreciation and
amortization expenses increased by $49.6 million to $215.9 million, or an
increase of 30%, for the six months ended June 30, 2022, as compared to $166.3
million for the six months ended June 30, 2021, primarily as a result of the 22%
increase in our oil equivalent production. On a unit-of-production basis, our
depletion, depreciation and amortization expenses increased to $11.65 per BOE
for the six months ended June 30, 2022, or 6%, from $10.98 per BOE for the six
months ended June 30, 2021, primarily as a result of the increase in actual
costs and estimated future costs to drill, complete and equip our wells between
the two periods.

General and administrative. Our general and administrative expenses increased by
$7.6 million to $54.2 million, or 16%, for the six months ended June 30, 2022,
as compared to $46.6 million for the six months ended June 30, 2021, primarily
due to increased payroll for our existing employees as well as with additional
employees joining Matador to support our increased land, geoscience, drilling,
completion, production, midstream and administration functions as a result of
our continued growth. While our general and administrative expenses increased
16% on an absolute basis, our general and administrative expenses decreased by
5% on a unit-of-production basis to $2.92 per BOE for the six months ended June
30, 2022, as compared to $3.08 per BOE for the six months ended June 30, 2021,
primarily as a result of the 22% increase in our oil equivalent production
between the two periods.

Interest expense. For the six months ended June 30, 2022, we incurred total
interest expense of approximately $39.1 million. We capitalized approximately
$4.4 million of our interest expense on certain qualifying projects for the six
months ended June 30, 2022 and expensed the remaining $34.7 million to
operations. For the six months ended June 30, 2021, we incurred total interest
expense of approximately $40.1 million. We capitalized approximately $2.5
million of our interest expense on certain qualifying projects for the six
months ended June 30, 2021 and expensed the remaining $37.6 million to
operations.

Income tax provision. As a result of the full-cost ceiling impairments recorded
during 2020, we recognized a valuation allowance against our federal net
deferred tax assets as of September 30, 2020, which remained in place at June
30, 2021. As a result, we recorded an income tax provision of $8.2 million for
the six months ended June 30, 2021. Our income tax provision differed from
amounts computed by applying the U.S. federal statutory rate to the pre-tax
income due to recording the net deferred tax liability for state taxes,
primarily in New Mexico, and continuing to recognize a valuation allowance
against our U.S. federal net deferred tax assets. Due to a variety of factors,
including our significant net income during 2021, our federal valuation
allowance was reversed in the third quarter of 2021. Our current income tax
provision was $51.7 million and our deferred income tax provision was $152.8
million for the six months ended June 30, 2022. Our effective tax rate of 25%
for the six months ended June 30, 2022 differed from the U.S. federal statutory
rate due primarily to permanent differences between book and taxable income and
state taxes, primarily in New Mexico.

Liquidity and Capital Resources



Our primary use of capital has been, and we expect will continue to be during
the remainder of 2022 and for the foreseeable future, for the acquisition,
exploration and development of oil and natural gas properties and for midstream
investments. Excluding any possible significant acquisitions, we expect to fund
our capital expenditures for the remainder of 2022 primarily through a
combination of cash on hand, operating cash flows and performance incentives
paid to us by a subsidiary of Five Point Energy LLC, our joint venture partner
in San Mateo, in connection with San Mateo. If capital expenditures were to
exceed our operating cash flows during the remainder of 2022, we expect to fund
any such excess capital expenditures through borrowings under the Credit
Agreement or San Mateo's revolving credit facility (the "San Mateo Credit
Facility") (assuming availability under such facilities) or through other
capital sources, including borrowings under additional credit arrangements, the
sale or joint venture of midstream assets, oil and natural gas producing assets,
leasehold interests or mineral interests and potential issuances of equity, debt
or convertible securities, none of which may be available on satisfactory terms
or at all. Our future success in growing proved reserves and production will be
highly dependent on our ability to generate operating cash flows and access
outside sources of capital.
                                       32

--------------------------------------------------------------------------------

Table of Contents



At June 30, 2022, we had cash totaling $230.4 million and restricted cash
totaling $51.9 million, which was primarily associated with San Mateo. By
contractual agreement, the cash in the accounts held by our
less-than-wholly-owned subsidiaries is not to be commingled with our other cash
and is to be used only to fund the capital expenditures and operations of these
less-than-wholly-owned subsidiaries.

In February 2022, the Board declared a quarterly cash dividend of $0.05 per
share of common stock, which was paid on March 14, 2022. In April 2022, the
Board declared a quarterly cash dividend of $0.05 per share of common stock,
which was paid on June 3, 2022. In June 2022, the Board amended our dividend
policy to increase the quarterly dividend to $0.10 per share of common stock. In
July 2022, the Board declared a quarterly cash dividend of $0.10 per share of
common stock payable on September 1, 2022 to shareholders of record as of August
17, 2022.

At June 30, 2022, we had (i) $906.0 million of outstanding senior notes due 2026
(the "Notes"), (ii) no borrowings outstanding under the Credit Agreement and
(iii) approximately $45.6 million in outstanding letters of credit issued
pursuant to the Credit Agreement. During the first quarter of 2022, the $7.5
million unsecured U.S. Small Business Administration loan was forgiven under the
terms of the loan agreement. During the second quarter of 2022, we repaid the
remaining $50.0 million of borrowings under the Credit Agreement and repurchased
$144.0 million of our Notes for $142.4 million.

In April 2022, the lenders under our Credit Agreement completed their review of
our proved oil and natural gas reserves, and, as a result, the borrowing base
was increased to $2.0 billion from $1.35 billion, the borrowing commitment was
increased to $775.0 million from $700.0 million and the maximum facility amount
remained $1.5 billion. In addition, the terms of the Credit Agreement were
amended to increase the sublimit for issuances of letters of credit under the
Credit Agreement from $50 million to $100 million and replace the LIBOR interest
rate benchmark with an Adjusted Term SOFR interest rate benchmark. After giving
effect to the amendment to the Credit Agreement, the applicable interest rate
margin for borrowings under the Credit Agreement ranges from 1.75% to 2.75% per
annum for borrowings bearing interest with reference to the Adjusted Term SOFR
and from 0.75% to 1.75% per annum for borrowings bearing interest with reference
to the Alternate Base Rate, in each case depending on the level of borrowings
under the Credit Agreement. In addition, the Adjusted Term SOFR includes a
credit spread adjustment of 0.10% per annum for all interest periods. Borrowings
under the Credit Agreement are limited to the lowest of the borrowing base, the
maximum facility amount and the elected commitment (subject to compliance with
the covenant noted below). The Credit Agreement matures in October 2026.

The Credit Agreement requires us 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 under the Credit Agreement, of not less than 1.0 to 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 $75.0 million of cash or cash
equivalents), divided by a rolling four quarter EBITDA calculation, of 3.5 to
1.0 or less. We believe that we were in compliance with the terms of the Credit
Agreement at June 30, 2022.

At June 30, 2022, San Mateo had $420.0 million in borrowings outstanding under
the San Mateo Credit Facility and approximately $9.0 million in outstanding
letters of credit issued pursuant to the San Mateo Credit Facility. The San
Mateo Credit Facility matures December 19, 2023 and the lender commitments under
that facility are $450 million (subject to San Mateo's compliance with the
covenants noted below). The San Mateo Credit Facility includes an accordion
feature, which provides for potential increases in lender commitments to up to
$700.0 million. The San Mateo Credit Facility is guaranteed by San Mateo's
subsidiaries, secured by substantially all of San Mateo's assets, including real
property, and is non-recourse with respect to Matador and its wholly-owned
subsidiaries.

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 liquidity is less than 10% of the lender
commitments under the San Mateo Credit Facility. We believe that San Mateo was
in compliance with the terms of the San Mateo Credit Facility at June 30, 2022.

During the six months ended June 30, 2022, the oil and natural gas industry
experienced continued improvement in commodity prices as compared to 2021,
primarily resulting from (i) improvements in oil demand as the impact from
COVID-19 has subsided, (ii) actions taken by the Organization of Petroleum
Exporting Countries, Russia and certain other oil-exporting countries ("OPEC+")
to moderate the worldwide supply of oil and (iii) changes in supply and demand
dynamics, particularly with respect to instability in Russia and Ukraine. As a
result, West Texas Intermediate ("WTI") oil prices have increased from $75.21
per barrel at December 31, 2021 to as high as $123.70 per barrel in early March
2022, before falling back to $105.76 per barrel at June 30, 2022, based upon the
WTI oil futures contract price for earliest delivery date. Prices for natural
gas were also much higher during the six months ended June 30, 2022 as compared
to 2021, increasing from $3.73 per MMBtu at December
                                       33

--------------------------------------------------------------------------------

Table of Contents



31, 2021 to as high as $9.32 per MMBtu in early June 2022, before falling back
to $5.42 per MMBtu at June 30, 2022, based upon the NYMEX Henry Hub natural gas
futures contract price for earliest delivery date. While oil and natural gas
prices have improved significantly in 2022, the general outlook for the oil and
natural gas industry for the remainder of the year remains unclear, and we can
provide no assurances that commodity prices will remain at current levels. In
fact, commodity prices may decline from their current levels. The economic
disruptions associated with COVID-19 and the conflict between Russia and Ukraine
and the volatility in oil and natural gas prices have also impacted our ability
to access the capital markets on reasonably similar terms as were available
prior to 2020.

We expect that development of our Delaware Basin assets will be the primary
focus of our operations and capital expenditures for the remainder of 2022. We
began 2022 operating five contracted drilling rigs in the Delaware Basin but
contracted a sixth drilling rig during the first quarter to begin development of
certain acquired assets in the western portion of the Ranger asset area in Lea
County, New Mexico. We operated six drilling rigs in the Delaware Basin
throughout the second quarter of 2022. We signed a contract for a seventh
drilling rig late in the second quarter of 2022, which we plan to begin
operating in September. Thereafter, we plan to operate seven drilling rigs
throughout the remainder of 2022. We have built significant optionality into our
drilling program, which should generally allow us to decrease or increase the
number of rigs we operate as necessary based on changing commodity prices and
other factors. At July 26, 2022, we increased our estimated 2022 capital
expenditures for D/C/E capital expenditures to $765.0 to $835.0 million from
$640.0 to $710.0 million, as originally estimated, primarily to accommodate the
seventh rig and an accelerated drilling program on our Rodney Robinson leasehold
in the western portion of the Antelope Ridge asset area and additional working
interests obtained through acreage trades and other transactions. At July 26,
2022, our anticipated midstream capital expenditures for 2022 remained at $50.0
to $60.0 million, which includes our proportionate share of estimated 2022
capital expenditures for San Mateo and other wholly-owned midstream projects.
Substantially all of these 2022 estimated capital expenditures are expected to
be allocated to (i) the further delineation and development of our leasehold
position, (ii) the construction, installation and maintenance of midstream
assets and (iii) our participation in certain non-operated well opportunities in
the Delaware Basin, with the exception of amounts allocated to limited
operations in our South Texas and Haynesville shale positions to maintain and
extend leases and to participate in certain non-operated well opportunities. Our
2022 Delaware Basin operated drilling program is expected to continue to focus
on the continued development of our various asset areas throughout the Delaware
Basin, with a continued emphasis on drilling and completing a higher percentage
of longer horizontal wells in 2022, including 90% with anticipated completed
lateral lengths of two miles or greater.

We may divest portions of our non-core assets, particularly in the Eagle Ford
shale in South Texas and the Haynesville shale and Cotton Valley plays in
Northwest Louisiana as we have done in the first half of 2022, as well as
consider monetizing other assets, such as certain acreage, mineral and royalty
interests and midstream assets, as value-creating opportunities arise. In
addition, we intend to continue evaluating the opportunistic acquisition of
acreage, mineral and royalty interests and midstream assets, principally in
the Delaware Basin, during the remainder of 2022. These monetizations,
divestitures and capital expenditures are opportunity-specific, and purchase
price multiples and per-acre prices can vary significantly based on the asset or
prospect. As a result, it is difficult to estimate these monetizations,
divestitures and capital expenditures with any degree of certainty; therefore,
we have not provided estimated proceeds related to monetizations or divestitures
or estimated capital expenditures related to acquiring acreage, mineral and
royalty interests and midstream assets for 2022.

Our 2022 capital expenditures may be adjusted as business conditions warrant,
and the amount, timing and allocation of such expenditures is largely
discretionary and within our control. The aggregate amount of capital we expend
may fluctuate materially based on market conditions, the actual costs to drill,
complete and place on production operated or non-operated wells, our drilling
results, the actual costs and scope of our midstream activities, the ability of
our joint venture partners to meet their capital obligations, other
opportunities that may become available to us and our ability to obtain capital.
If oil or natural gas prices decline, or costs increase significantly, we have
the flexibility to defer a significant portion of our capital expenditures until
later periods to conserve cash or to focus on projects that we believe have the
highest expected returns and potential to generate near-term cash flows. We
routinely monitor and adjust our capital expenditures in response to changes in
prices, availability of financing, drilling, completion and acquisition costs,
industry conditions, the timing of regulatory approvals, the availability of
rigs, success or lack of success in our exploration and development activities,
contractual obligations, drilling plans for properties we do not operate and
other factors both within and outside our control.

Exploration and development activities are subject to a number of risks and
uncertainties, which could cause these activities to be less successful than we
anticipate. A significant portion of our anticipated cash flows from operations
for the remainder of 2022 is expected to come from producing wells and
development activities on currently proved properties in the Wolfcamp and Bone
Spring plays in the Delaware Basin, the Eagle Ford shale in South Texas and the
Haynesville shale in Northwest Louisiana. Our existing wells may not produce at
the levels we are forecasting and our exploration and development activities in
these areas may not be as successful as we anticipate. Additionally, our
anticipated cash flows from operations are based upon current expectations of
oil and natural gas prices for the remainder of 2022 and the hedges we currently
have in place. For further discussion of our expectations of such commodity
prices, see "-General Outlook and Trends" below. We
                                       34

--------------------------------------------------------------------------------

Table of Contents



use commodity derivative financial instruments at times to mitigate our exposure
to fluctuations in oil, natural gas and NGL prices and to partially offset
reductions in our cash flows from operations resulting from declines in
commodity prices. See Note 7 to the interim unaudited condensed consolidated
financial statements in this Quarterly Report for a summary of our open
derivative financial instruments.

Our unaudited cash flows for the six months ended June 30, 2022 and 2021 are
presented below:

                                                                                  Six Months Ended
                                                                                      June 30,
(In thousands)                                                                2022                2021

Net cash provided by operating activities                                $   975,256          $  427,595
Net cash used in investing activities                                       (521,004)           (251,122)
Net cash used in financing activities                                       (258,889)           (188,648)
Net change in cash and restricted cash                                   $   195,363          $  (12,175)
Adjusted EBITDA attributable to Matador Resources Company
shareholders(1)                                                          $ 1,125,637          $  459,081


__________________

(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.

Cash Flows Provided by Operating Activities



Net cash provided by operating activities increased $547.7 million to $975.3
million for the six months ended June 30, 2022 from $427.6 million for the six
months ended June 30, 2021. Excluding changes in operating assets and
liabilities, net cash provided by operating activities increased $625.8 million
to $1.1 billion for the six months ended June 30, 2022 from $457.4 million for
the six months ended June 30, 2021, primarily attributable to significantly
higher realized oil and natural gas prices and higher oil and natural gas
production for the six months ended June 30, 2022, as compared to the six months
ended June 30, 2021. Changes in our operating assets and liabilities between the
two periods resulted in a net decrease of approximately $78.2 million in net
cash provided by operating activities for the six months ended June 30, 2022, as
compared to the six months ended June 30, 2021.

Cash Flows Used in Investing Activities



Net cash used in investing activities increased $269.9 million to $521.0 million
for the six months ended June 30, 2022 from $251.1 million for the six months
ended June 30, 2021. This increase in net cash used in investing activities was
primarily due to (i) an increase of $179.2 million in D/C/E capital
expenditures, (ii) an increase of $57.8 million in expenditures related to the
acquisition of oil and natural gas properties for the six months ended June 30,
2022, as compared to the six months ended June 30, 2021, and (iii) the
acquisition of a cryogenic natural gas processing plant, compressor stations and
natural gas gathering pipelines through the acquisition of a wholly-owned
subsidiary of Summit for $75.8 million. These increases were partially offset by
a $46.1 million increase in proceeds from the sale of primarily non-core oil and
gas assets. Cash used for D/C/E capital expenditures and for the acquisition of
oil and natural gas properties for the six months ended June 30, 2022 and 2021
was primarily attributable to our operated and non-operated drilling and
completion activities in the Delaware Basin.

Cash Flows Used in Financing Activities



Net cash used in financing activities increased $70.2 million to $258.9 million
for the six months ended June 30, 2022 from $188.6 million for the six months
ended June 30, 2021. During the six months ended June 30, 2022, our primary uses
of cash related to financing activities were for the repurchase of Notes for
$142.4 million and the net repayment of $100.0 million in borrowings under our
Credit Agreement. These payments were partially offset by net borrowings under
the San Mateo Credit Facility of $35.0 million. During the six months ended June
30, 2021, our primary use of cash related to financing activities was for the
net repayment of $200.0 million in borrowings under our Credit Agreement.

See Note 4 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for a summary of our debt, including the Credit Agreement, the San Mateo Credit Facility and the Notes.

Guarantor Financial Information



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 June 30, 2022, 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. Neither San Mateo or its subsidiaries nor Pronto are
guarantors of the Notes.
                                       35

--------------------------------------------------------------------------------

Table of Contents



The following tables present summarized financial information of Matador (as
issuer of the Notes) and the Guarantor Subsidiaries on a combined basis after
elimination of (i) intercompany transactions and balances between the parent and
the Guarantor Subsidiaries and (ii) equity in earnings from and investments in
any subsidiary that is a non-guarantor. This financial information is presented
in accordance with the amended requirements of Rule 3-10 of Regulation S-X. The
following financial information may not necessarily be indicative of results of
operations or financial position had the Guarantor Subsidiaries operated as
independent entities.

© Edgar Online, source Glimpses