Business Context and Reporting Period
This Form 8-K was filed by Matador Resources Company on April 11, 2013, with a report date of April 15, 2013. The filing primarily serves to disclose a business update via a press release and presentation materials, as well as a change in the Board of Directors.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references the inclusion of non-GAAP financial measures in attached exhibits (Exhibit 99.1 and 99.2), specifically:
- Adjusted EBITDA: Defined as earnings before interest, taxes, depletion, depreciation, amortization, accretion of asset retirement obligations, impairments, unrealized derivative gains/losses, and other non-cash items.
- PV-10: Defined as the present value discounted at 10% (pre-tax) of estimated total proved reserves.
Reconciliations to GAAP measures are noted to be present in the attached materials but are not detailed in the filing text itself.
Material Changes
The filing reports the following material changes:
- Board Appointment: On April 11, 2013, the Board appointed Carlos M. Sepulveda, Jr. as a Class I director. He is retiring as President and CEO of Interstate Battery System International, Inc. in May 2013.
- Committee Assignment: Mr. Sepulveda is anticipated to be appointed to the Audit Committee at the next regularly scheduled meeting in May 2013.
- Term: He will serve until the 2015 Annual Meeting of Shareholders.
Guidance, Outlook, and Risks
The Company expects to make presentations to potential investors regarding its business. The materials for these presentations are furnished as Exhibit 99.2. The filing includes standard disclaimers that the information furnished under Item 2.02 and Item 7.01 is not deemed "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into Securities Act filings unless specifically identified.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated April 15, 2013) for specific operational updates and financial figures referenced in the filing.
- Examine Exhibit 99.2 (Presentation Materials) for detailed non-GAAP reconciliations (Adjusted EBITDA and PV-10) and management outlook.
- Verify the background and potential conflicts of interest for the new director, Carlos M. Sepulveda, Jr., given his concurrent roles at Triumph Bancorp, Inc. and Cinemark Holdings, Inc.
- Confirm the specific terms of the director compensation program referenced in the 2012 Proxy Statement.