Business Context and Reporting Period
Company: Matador Resources Company (MTDR)
Filing Type: Form 8-K (Current Report)
Date of Report: October 22, 2020 (Event Date)
Reporting Period: The filing references a press release issued October 27, 2020, covering financial results for the three and nine months ended September 30, 2020.
Key Financial Metrics
The 8-K filing itself does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are detailed in the attached Press Release (Exhibit 99.1), which is incorporated by reference but not reproduced in the text of this filing.
Non-GAAP Measures Referenced: The filing notes the use of the following non-GAAP measures in the associated press release:
- Adjusted EBITDA attributable to shareholders.
- Combined Adjusted EBITDA of midstream affiliates (San Mateo Midstream, LLC and San Mateo Midstream II, LLC).
- Adjusted net income (loss) attributable to shareholders.
- Adjusted earnings (loss) per diluted common share.
Note: The filing states that reconciliations to GAAP measures are provided in the press release.
Material Changes and Corporate Actions
Board Appointment (Item 5.02): On October 22, 2020, the Board of Directors appointed James M. "Bo" Howard as a director, effective January 1, 2021.
- Background: Retired trustee of a private family trust (2000–2020); former VP of Texon, L.P. and Tripetrol Oil Trading, Inc. with extensive experience in crude oil and petroleum trading.
- Committee Assignments: Audit; Environmental, Social and Corporate Governance; and Marketing and Midstream Committees.
- Independence: Determined to be independent under NYSE listing standards.
Compensation and Governance Details
Director Compensation for James M. Howard:
- Annual Cash Retainer: $73,125 (pro-rated for partial year).
- Restricted Stock Units (RSUs): $73,125 annual grant, vesting at the 2021 Annual Meeting of Shareholders.
- Additional Fees: Cash meeting fees and committee retainers as outlined in the April 23, 2020 Proxy Statement (pro-rated).
Guidance, Outlook, and Risks
Guidance Update: The referenced press release includes updated guidance as of October 27, 2020. Specific guidance figures are not present in the 8-K text.
Regulation FD Disclosure (Item 7.01): A presentation summarizing the press release highlights is available on the company's website under Investor Relations.
Legal Disclaimer: Information furnished pursuant to Items 2.02 and 7.01 is not deemed "filed" under the Exchange Act and will not be incorporated by reference into Securities Act filings unless specifically identified.
Investor Verification Checklist
- Verify Financial Results: Review Exhibit 99.1 (Press Release) for specific revenue, Adjusted EBITDA, and cash flow figures for the three and nine months ended September 30, 2020.
- Review Guidance: Check the October 27, 2020 press release for updated operational and financial guidance.
- Confirm Non-GAAP Reconciliations: Ensure the press release includes the required reconciliations of Adjusted EBITDA and adjusted net income to GAAP measures.
- Board Composition: Confirm the effective date of James M. Howard's directorship (January 1, 2021) and his committee assignments.