UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-38083

Magnolia Oil & Gas Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware		81-5365682
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Nine Greenway Plaza, Suite 1300		77046
Houston,	Texas
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 842-9050


Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001	MGY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July ~~29, 2022,~~31, 2023, there were ~~188,853,781~~187,903,674 shares of Class A Common Stock, $0.0001 par value per share, and ~~28,710,432~~21,826,805 shares of Class B Common Stock, $0.0001 par value per share, outstanding.

GLOSSARY OF CERTAIN TERMS AND CONVENTIONS USED HEREIN

The following are definitions of certain other terms and conventions that are used in this Quarterly Report on Form 10-Q:

The “Company” or “Magnolia.” Magnolia Oil & Gas Corporation (either individually or together with its consolidated subsidiaries, as the context requires, including Magnolia Holdings, Magnolia Intermediate, Magnolia LLC, Magnolia Operating, and Magnolia Oil & Gas Finance Corp.).

“Magnolia Holdings.” Magnolia Oil & Gas Holdings LLC.

“Magnolia Intermediate.” Magnolia Oil & Gas Intermediate LLC.

“Magnolia LLC.” Magnolia Oil & Gas Parent LLC.

“Magnolia LLC Units.” Units representing limited liability company interests in Magnolia LLC.

“Magnolia Operating.” Magnolia Oil & Gas Operating LLC.

“Highlander.” Highlander Oil & Gas Holdings LLC.

“EnerVest.” EnerVest, Ltd.

“Karnes County Assets.” Certain right, title, and interest in certain oil and natural gas assets located primarily in the Karnes County portion of the Eagle Ford Shale formation in South Texas.

~~“Giddings Assets.”~~ ~~Certain right, title, and interest in certain oil and natural gas assets located primarily in the Giddings area of the Austin Chalk formation.~~

~~“Business Combination.”~~ ~~The acquisition, which closed on July 31, 2018, of the Karnes County Assets; the Giddings Assets; and a 35% membership interest in Ironwood Eagle Ford Midstream, LLC.~~

“Class A Common Stock.” Magnolia’s Class A Common Stock, par value $0.0001 per share.

“Class B Common Stock.” Magnolia’s Class B Common Stock, par value $0.0001 per share.

“Issuers.” Magnolia Operating and Magnolia Oil & Gas Finance Corp., a wholly owned subsidiary of Magnolia Operating, as it relates to the 2026 Senior Notes.

“Magnolia LLC Unit Holders.” EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership, EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership, and EnerVest Energy Institutional Fund XIV-C-AIV, L.P., a Delaware limited partnership.

“RBL Facility.” Senior secured reserve-based revolving credit ~~facility.~~facility, as amended February 16, 2022.

“2026 Senior Notes.” 6.0% Senior Notes due 2026.

~~“Services Agreement.”~~ That certain Services Agreement, as amended, dated as of July 31, 2018, by and between the Company, Magnolia Operating, and EnerVest Operating, L.L.C. (“EVOC”), pursuant to which EVOC provided certain services to the Company.

“Stockholder Agreement.” The Stockholder Agreement, dated as of July 31, 2018, by and between the Company and the other parties thereto.

“~~Non-Compete.~~OPEC.” ~~That certain Non-Competition Agreement, dated July 31, 2018, between~~The Organization of the ~~Company and EnerVest, pursuant to which EnerVest and certain of its affiliates were restricted from competing with the Company in certain counties comprising the Eagle Ford Shale.~~Petroleum Exporting Countries.

Table of Contents

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations (unaudited)

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

Consolidated Statements of Cash Flows (unaudited)

Notes to Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2524

Item 4.

Controls and Procedures

2624

PART II.

OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2725

Item 3.

Defaults Upon Senior Securities

2725

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Magnolia Oil & Gas Corporation

Consolidated Balance Sheets

(In thousands)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS	(Unaudited)		(Audited)		ASSETS	(Unaudited)		(Audited)
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	501,891	$	366,982	Cash and cash equivalents	$	676,568	$	675,441
Accounts receivable	Accounts receivable	247,402		149,769		Accounts receivable	137,379		170,770
Drilling advances	Drilling advances	37		615		Drilling advances	12		3,484
Other current assets	Other current assets	1,150		552		Other current assets	881		1,052
Total current assets	Total current assets	750,480		517,918		Total current assets	814,840		850,747
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT					PROPERTY, PLANT AND EQUIPMENT
Oil and natural gas properties	Oil and natural gas properties	2,594,358		2,381,812		Oil and natural gas properties	3,114,361		2,940,011
Other	Other	8,337		7,036		Other	9,350		8,991
Accumulated depreciation, depletion and amortization	Accumulated depreciation, depletion and amortization	(1,283,118)		(1,172,761)		Accumulated depreciation, depletion and amortization	(1,524,207)		(1,415,973)
Total property, plant and equipment, net	Total property, plant and equipment, net	1,319,577		1,216,087		Total property, plant and equipment, net	1,599,504		1,533,029
OTHER ASSETS	OTHER ASSETS					OTHER ASSETS
Deferred financing costs, net	Deferred financing costs, net	6,544		3,701		Deferred financing costs, net	4,744		5,636
Deferred tax assets						Deferred tax assets	131,404		162,792
Other long-term assets	Other long-term assets	10,189		9,036		Other long-term assets	16,229		20,381
Total other assets	Total other assets	16,733		12,737		Total other assets	152,377		188,809
TOTAL ASSETS	TOTAL ASSETS	$	2,086,790	$	1,746,742	TOTAL ASSETS	$	2,566,721	$	2,572,585
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Accounts payable	Accounts payable	$	186,844	$	127,909	Accounts payable	$	166,234	$	202,846
Other current liabilities (Note 7)		146,183		90,636
Other current liabilities (Note 5)						Other current liabilities (Note 5)	96,766		137,427
Total current liabilities	Total current liabilities	333,027		218,545		Total current liabilities	263,000		340,273
LONG-TERM LIABILITIES	LONG-TERM LIABILITIES					LONG-TERM LIABILITIES
Long-term debt, net	Long-term debt, net	389,216		388,087		Long-term debt, net	391,590		390,383
Asset retirement obligations, net of current	Asset retirement obligations, net of current	91,420		89,715		Asset retirement obligations, net of current	92,820		95,129
Other long-term liabilities	Other long-term liabilities	4,570		5,146		Other long-term liabilities	9,453		6,609
Total long-term liabilities	Total long-term liabilities	485,206		482,948		Total long-term liabilities	493,863		492,121
COMMITMENTS AND CONTINGENCIES (Note 9)		0		0
COMMITMENTS AND CONTINGENCIES (Note 7)						COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Class A Common Stock, $0.0001 par value, 1,300,000 shares authorized, 208,729 shares issued and 190,446 shares outstanding in 2022 and 193,437 shares issued and 179,270 shares outstanding in 2021		21		19
Class B Common Stock, $0.0001 par value, 225,000 shares authorized, 28,710 shares issued and outstanding in 2022 and 49,293 shares issued and outstanding in 2021		3		5
Class A Common Stock, $0.0001 par value, 1,300,000 shares authorized, 214,400 shares issued and 188,066 shares outstanding in 2023 and 213,727 shares issued and 192,043 shares outstanding in 2022						Class A Common Stock, $0.0001 par value, 1,300,000 shares authorized, 214,400 shares issued and 188,066 shares outstanding in 2023 and 213,727 shares issued and 192,043 shares outstanding in 2022	21		21
Class B Common Stock, $0.0001 par value, 225,000 shares authorized, 21,827 shares issued and outstanding in 2023 and 2022						Class B Common Stock, $0.0001 par value, 225,000 shares authorized, 21,827 shares issued and outstanding in 2023 and 2022	2		2
Additional paid-in capital	Additional paid-in capital	1,647,637		1,689,500		Additional paid-in capital	1,731,059		1,719,875
Treasury Stock, at cost, 18,283 shares and 14,168 shares in 2022 and 2021, respectively		(257,837)		(164,599)
Accumulated deficit		(291,546)		(708,168)
Treasury Stock, at cost, 26,334 shares and 21,684 shares in 2023 and 2022, respectively						Treasury Stock, at cost, 26,334 shares and 21,684 shares in 2023 and 2022, respectively	(425,604)		(329,512)
Retained earnings						Retained earnings	329,011		185,669
Noncontrolling interest	Noncontrolling interest	170,279		228,492		Noncontrolling interest	175,369		164,136
Total equity	Total equity	1,268,557		1,045,249		Total equity	1,809,858		1,740,191
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,086,790	$	1,746,742	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,566,721	$	2,572,585

The accompanying notes are an integral part toof these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
REVENUES	REVENUES									REVENUES
Oil revenues	Oil revenues	$	332,791	$	188,701	$	595,459	$	335,659	Oil revenues	$	223,147	$	332,791	$	462,269	$	595,459
Natural gas revenues	Natural gas revenues	85,345		33,314		141,925		68,977		Natural gas revenues	20,847		85,345		48,619		141,925
Natural gas liquids revenues	Natural gas liquids revenues	66,513		30,035		125,105		56,521		Natural gas liquids revenues	36,297		66,513		77,786		125,105
Total revenues	Total revenues	484,649		252,050		862,489		461,157		Total revenues	280,291		484,649		588,674		862,489
OPERATING EXPENSES	OPERATING EXPENSES									OPERATING EXPENSES
Lease operating expenses	Lease operating expenses	32,604		21,971		61,348		41,363		Lease operating expenses	36,796		32,604		79,167		61,348
Gathering, transportation and processing	Gathering, transportation and processing	16,381		10,287		32,221		20,530		Gathering, transportation and processing	10,389		16,381		23,121		32,221
Taxes other than income	Taxes other than income	27,411		13,812		48,293		24,574		Taxes other than income	15,216		27,411		34,508		48,293
Exploration expenses	Exploration expenses	3,408		62		8,946		2,124		Exploration expenses	—		3,408		11		8,946
Asset retirement obligations accretion	Asset retirement obligations accretion	802		1,405		1,590		2,736		Asset retirement obligations accretion	823		802		1,664		1,590
Depreciation, depletion and amortization	Depreciation, depletion and amortization	57,254		43,332		110,360		86,275		Depreciation, depletion and amortization	77,008		57,254		147,710		110,360
Amortization of intangible assets		—		7,233		—		9,346
Impairment of oil and natural gas properties										Impairment of oil and natural gas properties	—		—		15,735		—
General and administrative expenses	General and administrative expenses	18,530		24,757		35,601		45,122		General and administrative expenses	18,726		18,530		38,492		35,601
Total operating expenses	Total operating expenses	156,390		122,859		298,359		232,070		Total operating expenses	158,958		156,390		340,408		298,359

OPERATING INCOME	OPERATING INCOME	328,259		129,191		564,130		229,087		OPERATING INCOME	121,333		328,259		248,266		564,130

OTHER INCOME (EXPENSE)	OTHER INCOME (EXPENSE)									OTHER INCOME (EXPENSE)
Interest expense, net	Interest expense, net	(7,017)		(8,752)		(16,374)		(16,046)		Interest expense, net	(1,149)		(7,017)		(662)		(16,374)
Loss on derivatives, net		—		(2,004)		—		(2,486)
Other income (expense), net		6,538		135		6,744		(94)
Total other expense, net		(479)		(10,621)		(9,630)		(18,626)
Other income, net										Other income, net	9,259		6,538		8,120		6,744
Total other income (expense), net										Total other income (expense), net	8,110		(479)		7,458		(9,630)

INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	327,780		118,570		554,500		210,461		INCOME BEFORE INCOME TAXES	129,443		327,780		255,724		554,500
Income tax expense	Income tax expense	27,875		2,398		45,975		2,797		Income tax expense	24,847		27,875		44,452		45,975
NET INCOME	NET INCOME	299,905		116,172		508,525		207,664		NET INCOME	104,596		299,905		211,272		508,525
LESS: Net income attributable to noncontrolling interest	LESS: Net income attributable to noncontrolling interest	49,322		31,727		91,903		59,975		LESS: Net income attributable to noncontrolling interest	13,104		49,322		23,446		91,903
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK	NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK	$	250,583	$	84,445	$	416,622	$	147,689	NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK	$	91,492	$	250,583	$	187,826	$	416,622

NET INCOME PER SHARE OF CLASS A COMMON STOCK	NET INCOME PER SHARE OF CLASS A COMMON STOCK									NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic	Basic	$	1.32	$	0.48	$	2.23	$	0.86	Basic	$	0.48	$	1.32	$	0.97	$	2.23
Diluted	Diluted	$	1.32	$	0.48	$	2.22	$	0.85	Diluted	$	0.48	$	1.32	$	0.97	$	2.22
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING									WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic	Basic	188,146		175,169		185,377		171,083		Basic	189,402		188,146		190,584		185,377
Diluted	Diluted	188,589		176,129		185,894		172,085		Diluted	189,567		188,589		190,875		185,894

The accompanying notes are an integral part of these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(In thousands)


		Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
For the Three Months Ended June 30, 2021		Shares	Value		Shares	Value				Shares	Value
Balance, March 31, 2021		183,540	$	18	66,624	$	7	$	1,731,234	7,448	$	(59,239)	$	(1,062,206)	$	609,814	$	234,198	$	844,012
Stock based compensation expense, net of forfeitures		—	—		—	—		2,577		—	—		—		2,577		951		3,528
Changes in ownership interest adjustment		—	—		—	—		(30,662)		—	—		—		(30,662)		30,662		—
Common stock issued related to stock based compensation and other, net		160	—		—	—		(44)		—	—		—		(44)		(17)		(61)
Class A Common Stock repurchases		—	—		—	—		—		2,025	(24,047)		—		(24,047)		—		(24,047)
Class B Common Stock purchase and cancellation		—	—		(5,000)	(1)		1		—	—		—		—		(71,750)		(71,750)
Non-compete settlement		—	—		—	—		(18,527)		—	—		—		(18,527)		(6,395)		(24,922)
Conversion of Class B Common Stock to Class A Common Stock		1,100	—		(1,100)	—		—		—	—		—		—		—		—
Distributions to noncontrolling interest owners		—	—		—	—		—		—	—		—		—		(276)		(276)
Net income		—	—		—	—		—		—	—		84,445		84,445		31,727		116,172
Balance, June 30, 2021		184,800	$	18	60,524	$	6	$	1,684,579	9,473	$	(83,286)	$	(977,761)	$	623,556	$	219,100	$	842,656
																						Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Treasury Stock			Retained Earnings/ (Accumulated Deficit)		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
For the Three Months Ended June 30, 2022	For the Three Months Ended June 30, 2022																				For the Three Months Ended June 30, 2022	Shares	Value		Shares	Value				Shares	Value
Balance, March 31, 2022	Balance, March 31, 2022	203,762	$	20	35,594	$	4	$	1,649,111	16,218	$	(209,418)	$	(542,129)	$	897,588	$	174,780	$	1,072,368	Balance, March 31, 2022	203,762	$	20	35,594	$	4	$	1,649,111	16,218	$	(209,418)	$	(542,129)	$	897,588	$	174,780	$	1,072,368
Stock based compensation expense, net of forfeitures	Stock based compensation expense, net of forfeitures	—	—		—	—		2,990		—	—		—		2,990		527		3,517		Stock based compensation expense, net of forfeitures	—	—		—	—		2,990		—	—		—		2,990		527		3,517
Changes in ownership interest adjustment	Changes in ownership interest adjustment	—	—		—	—		(4,305)		—	—		—		(4,305)		4,305		—		Changes in ownership interest adjustment	—	—		—	—		(4,305)		—	—		—		(4,305)		4,305		—
Common stock issued related to stock based compensation and other, net	Common stock issued related to stock based compensation and other, net	83	—		—	—		(159)		—	—		—		(159)		(29)		(188)		Common stock issued related to stock based compensation and other, net	83	—		—	—		(159)		—	—		—		(159)		(29)		(188)
Class A Common Stock repurchases	Class A Common Stock repurchases	—	—		—	—		—		2,065	(48,419)		—		(48,419)				(48,419)		Class A Common Stock repurchases	—	—		—	—		—		2,065	(48,419)		—		(48,419)		—		(48,419)
Class B Common Stock purchase and cancellation	Class B Common Stock purchase and cancellation	—	—		(2,000)	—		—		—	—		—		—		(54,020)		(54,020)		Class B Common Stock purchase and cancellation	—	—		(2,000)	—		—		—	—		—		—		(54,020)		(54,020)
Conversion of Class B Common Stock to Class A Common Stock	Conversion of Class B Common Stock to Class A Common Stock	4,884	1		(4,884)	(1)		—		—	—		—		—				—		Conversion of Class B Common Stock to Class A Common Stock	4,884	1		(4,884)	(1)		—		—	—		—		—		—		—
Distributions to noncontrolling interest owners	Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(4,606)		(4,606)		Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(4,606)		(4,606)
Net income	Net income	—	—		—	—		—		—	—		250,583		250,583		49,322		299,905		Net income	—	—		—	—		—		—	—		250,583		250,583		49,322		299,905
Balance, June 30, 2022	Balance, June 30, 2022	208,729	$	21	28,710	$	3	$	1,647,637	18,283	$	(257,837)	$	(291,546)	$	1,098,278	$	170,279	$	1,268,557	Balance, June 30, 2022	208,729	$	21	28,710	$	3	$	1,647,637	18,283	$	(257,837)	$	(291,546)	$	1,098,278	$	170,279	$	1,268,557

For the Three Months Ended June 30, 2023																					For the Three Months Ended June 30, 2023
Balance, March 31, 2023																					Balance, March 31, 2023	214,355	$	21	21,827	$	2	$	1,720,487	24,084	$	(380,783)	$	259,636	$	1,599,363	$	167,714	$	1,767,077
Stock based compensation expense, net of forfeitures																					Stock based compensation expense, net of forfeitures	—	—		—	—		3,668		—	—		—		3,668		424		4,092
Changes in ownership interest adjustment																					Changes in ownership interest adjustment	—	—		—	—		2,936		—	—		—		2,936		(2,769)		167
Common stock issued related to stock based compensation and other, net																					Common stock issued related to stock based compensation and other, net	45	—		—	—		(137)		—	—		—		(137)		(15)		(152)
Class A Common Stock repurchases																					Class A Common Stock repurchases	—	—		—	—		—		2,250	(44,821)		—		(44,821)		—		(44,821)
Dividends declared ($0.115 per share)																					Dividends declared ($0.115 per share)	—	—		—	—		—		—	—		(22,117)		(22,117)		—		(22,117)
Distributions to noncontrolling interest owners																					Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(3,089)		(3,089)
Adjustment to deferred taxes																					Adjustment to deferred taxes	—	—		—	—		4,543		—	—		—		4,543		—		4,543
Tax impact of equity transactions																					Tax impact of equity transactions	—	—		—	—		(438)		—	—		—		(438)		—		(438)
Net income																					Net income	—	—		—	—		—		—	—		91,492		91,492		13,104		104,596
Balance, June 30, 2023																					Balance, June 30, 2023	214,400	$	21	21,827	$	2	$	1,731,059	26,334	$	(425,604)	$	329,011	$	1,634,489	$	175,369	$	1,809,858

The accompanying notes are an integral part toof these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(In thousands)


		Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
For the Six Months Ended June 30, 2021		Shares	Value		Shares	Value				Shares	Value
Balance, December 31, 2020		168,755	$	17	85,790	$	9	$	1,712,544	5,475	$	(38,958)	$	(1,125,450)	$	548,162	$	291,260	$	839,422
Stock based compensation expense, net of forfeitures		—	—		—	—		4,412		—	—		—		4,412		1,821		6,233
Changes in ownership interest adjustment		—	—		—	—		(1,738)		—	—		—		(1,738)		1,738		—
Common stock issued related to stock based compensation and other, net		404	—		—	—		(883)		—	—		—		(883)		(416)		(1,299)
Class A Common Stock repurchases		—	—		—	—		—		3,998	(44,328)		—		(44,328)		—		(44,328)
Class B Common Stock purchase and cancellation		—	—		(10,000)	(2)		2		—	—		—		—		(122,531)		(122,531)
Non-compete settlement		375	—		—	—		(29,758)		—	—		—		(29,758)		(12,316)		(42,074)
Conversion of Class B Common Stock to Class A Common Stock		15,266	1		(15,266)	(1)		—		—	—		—		—		—		—
Distributions to noncontrolling interest owners		—	—		—	—		—		—	—		—		—		(431)		(431)
Net income		—	—		—	—		—		—	—		147,689		147,689		59,975		207,664
Balance, June 30, 2021		184,800	$	18	60,524	$	6	$	1,684,579	9,473	$	(83,286)	$	(977,761)	$	623,556	$	219,100	$	842,656
																						Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Treasury Stock			Retained Earnings/ (Accumulated Deficit)		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
For the Six Months Ended June 30, 2022	For the Six Months Ended June 30, 2022																				For the Six Months Ended June 30, 2022	Shares	Value		Shares	Value				Shares	Value
Balance, December 31, 2021	Balance, December 31, 2021	193,437	$	19	49,293	$	5	$	1,689,500	14,168	$	(164,599)	$	(708,168)	$	816,757	$	228,492	$	1,045,249	Balance, December 31, 2021	193,437	$	19	49,293	$	5	$	1,689,500	14,168	$	(164,599)	$	(708,168)	$	816,757	$	228,492	$	1,045,249
Stock based compensation expense, net of forfeitures	Stock based compensation expense, net of forfeitures	—	—		—	—		5,349		—	—		—		5,349		1,053		6,402		Stock based compensation expense, net of forfeitures	—	—		—	—		5,349		—	—		—		5,349		1,053		6,402
Changes in ownership interest adjustment	Changes in ownership interest adjustment	—	—		—	—		(4,900)		—	—		—		(4,900)		4,900		—		Changes in ownership interest adjustment	—	—		—	—		(4,900)		—	—		—		(4,900)		4,900		—
Common stock issued related to stock based compensation and other, net	Common stock issued related to stock based compensation and other, net	659	—		—	—		(5,029)		—	—		—		(5,029)		(1,073)		(6,102)		Common stock issued related to stock based compensation and other, net	659	—		—	—		(5,029)		—	—		—		(5,029)		(1,073)		(6,102)
Class A Common Stock repurchases	Class A Common Stock repurchases	—	—		—	—		—		4,115	(93,238)		—		(93,238)		—		(93,238)		Class A Common Stock repurchases	—	—		—	—		—		4,115	(93,238)		—		(93,238)		—		(93,238)
Class B Common Stock purchase and cancellation	Class B Common Stock purchase and cancellation	—	—		(5,950)	—		—		—	—		—		—		(138,753)		(138,753)		Class B Common Stock purchase and cancellation	—	—		(5,950)	—		—		—	—		—		—		(138,753)		(138,753)
Conversion of Class B Common Stock to Class A Common Stock	Conversion of Class B Common Stock to Class A Common Stock	14,633	2		(14,633)	(2)		—		—	—		—		—		—		—		Conversion of Class B Common Stock to Class A Common Stock	14,633	2		(14,633)	(2)		—		—	—		—		—		—		—
Dividends declared ($0.20 per share)																					Dividends declared ($0.20 per share)	—	—		—	—		(37,283)		—	—		—		(37,283)		—		(37,283)
Distributions to noncontrolling interest owners	Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(16,243)		(16,243)		Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(16,243)		(16,243)
Dividends declared ($0.20 per share)		—	—		—	—		(37,283)		—	—		—		(37,283)		—		(37,283)
Net income	Net income	—	—		—	—		—		—	—		416,622		416,622		91,903		508,525		Net income	—	—		—	—		—		—	—		416,622		416,622		91,903		508,525
Balance, June 30, 2022	Balance, June 30, 2022	208,729	$	21	28,710	$	3	$	1,647,637	18,283	$	(257,837)	$	(291,546)	$	1,098,278	$	170,279	$	1,268,557	Balance, June 30, 2022	208,729	$	21	28,710	$	3	$	1,647,637	18,283	$	(257,837)	$	(291,546)	$	1,098,278	$	170,279	$	1,268,557

For the Six Months Ended June 30, 2023																					For the Six Months Ended June 30, 2023
Balance, December 31, 2022																					Balance, December 31, 2022	213,727	$	21	21,827	$	2	$	1,719,875	21,684	$	(329,512)	$	185,669	$	1,576,055	$	164,136	$	1,740,191
Stock based compensation expense, net of forfeitures																					Stock based compensation expense, net of forfeitures	—	—		—	—		7,053		—	—		—		7,053		810		7,863
Changes in ownership interest adjustment																					Changes in ownership interest adjustment	—	—		—	—		6,875		—	—		—		6,875		(6,708)		167
Common stock issued related to stock based compensation and other, net																					Common stock issued related to stock based compensation and other, net	673	—		—	—		(6,262)		—	—		—		(6,262)		(716)		(6,978)
Class A Common Stock repurchases																					Class A Common Stock repurchases	—	—		—	—		—		4,650	(96,092)		—		(96,092)		—		(96,092)
Dividends declared ($0.23 per share)																					Dividends declared ($0.23 per share)	—	—		—	—				—	—		(44,484)		(44,484)		—		(44,484)
Distributions to noncontrolling interest owners																					Distributions to noncontrolling interest owners	—	—		—	—		—		—	—		—		—		(5,599)		(5,599)
Adjustment to deferred taxes																					Adjustment to deferred taxes	—	—		—	—		4,327		—	—		—		4,327		—		4,327
Tax impact of equity transactions																					Tax impact of equity transactions	—	—		—	—		(809)		—	—		—		(809)		—		(809)
Net income																					Net income	—	—		—	—		—		—	—		187,826		187,826		23,446		211,272
Balance, June 30, 2023																					Balance, June 30, 2023	214,400	$	21	21,827	$	2	$	1,731,059	26,334	$	(425,604)	$	329,011	$	1,634,489	$	175,369	$	1,809,858

The accompanying notes are an integral part toof these consolidated financial statements.

Magnolia Oil & Gas Corporation

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


		Six Months Ended					Six Months Ended
		June 30, 2022		June 30, 2021			June 30, 2023		June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME	NET INCOME	$	508,525	$	207,664	NET INCOME	$	211,272	$	508,525
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	Depreciation, depletion and amortization	110,360		86,275		Depreciation, depletion and amortization	147,710		110,360
Amortization of intangible assets		—		9,346
Exploration expenses, non-cash						Exploration expenses, non-cash	9		—
Impairment of oil and natural gas properties						Impairment of oil and natural gas properties	15,735		—
Asset retirement obligations accretion	Asset retirement obligations accretion	1,590		2,736		Asset retirement obligations accretion	1,664		1,590
Amortization of deferred financing costs	Amortization of deferred financing costs	3,779		2,018		Amortization of deferred financing costs	2,100		3,779
Unrealized loss on derivatives, net		—		2,320
(Gain) on sale of assets						(Gain) on sale of assets	(3,946)		—
Deferred income tax expense						Deferred income tax expense	36,264		—
Stock based compensation	Stock based compensation	6,402		6,233		Stock based compensation	7,863		6,402
Other		—		(85)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(97,633)		(37,682)		Accounts receivable	32,922		(97,633)
Accounts payable	Accounts payable	58,935		29,509		Accounts payable	(36,189)		58,935
Accrued liabilities	Accrued liabilities	27,675		(6,322)		Accrued liabilities	(4,836)		27,675
Drilling advances	Drilling advances	578		2,561		Drilling advances	3,472		578
Other assets and liabilities, net	Other assets and liabilities, net	(2,207)		1,458		Other assets and liabilities, net	7,556		(2,207)
Net cash provided by operating activities	Net cash provided by operating activities	618,004		306,031		Net cash provided by operating activities	421,596		618,004
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions	Acquisitions	(4,347)		(9,409)		Acquisitions	(3,357)		(4,347)
Additions to oil and natural gas properties	Additions to oil and natural gas properties	(207,461)		(94,356)		Additions to oil and natural gas properties	(225,388)		(207,461)
Changes in working capital associated with additions to oil and natural gas properties	Changes in working capital associated with additions to oil and natural gas properties	25,494		11,814		Changes in working capital associated with additions to oil and natural gas properties	(39,424)		25,494
Other investing	Other investing	(1,018)		(655)		Other investing	(88)		(1,018)
Net cash used in investing activities	Net cash used in investing activities	(187,332)		(92,606)		Net cash used in investing activities	(268,257)		(187,332)
CASH FLOW FROM FINANCING ACTIVITIES	CASH FLOW FROM FINANCING ACTIVITIES					CASH FLOW FROM FINANCING ACTIVITIES
Class A Common Stock repurchases	Class A Common Stock repurchases	(92,155)		(44,328)		Class A Common Stock repurchases	(94,942)		(92,155)
Class B Common Stock purchases and cancellations	Class B Common Stock purchases and cancellations	(138,753)		(122,531)		Class B Common Stock purchases and cancellations	—		(138,753)
Non-compete settlement		—		(42,074)
Dividends paid	Dividends paid	(37,176)		—		Dividends paid	(44,684)		(37,176)
Cash paid for debt modification	Cash paid for debt modification	(5,272)		(4,976)		Cash paid for debt modification	—		(5,272)
Distributions to noncontrolling interest owners	Distributions to noncontrolling interest owners	(16,243)		(431)		Distributions to noncontrolling interest owners	(5,599)		(16,243)
Other financing activities	Other financing activities	(6,164)		(1,364)		Other financing activities	(6,987)		(6,164)
Net cash used in financing activities	Net cash used in financing activities	(295,763)		(215,704)		Net cash used in financing activities	(152,212)		(295,763)

NET CHANGE IN CASH AND CASH EQUIVALENTS	NET CHANGE IN CASH AND CASH EQUIVALENTS	134,909		(2,279)		NET CHANGE IN CASH AND CASH EQUIVALENTS	1,127		134,909
Cash and cash equivalents – Beginning of period	Cash and cash equivalents – Beginning of period	366,982		192,561		Cash and cash equivalents – Beginning of period	675,441		366,982
Cash and cash equivalents – End of period	Cash and cash equivalents – End of period	$	501,891	$	190,282	Cash and cash equivalents – End of period	$	676,568	$	501,891

SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:					SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental cash items:	Supplemental cash items:					Supplemental cash items:
Cash paid for income taxes	Cash paid for income taxes	$	37,138	$	15	Cash paid for income taxes	$	7,828	$	37,138
Cash paid for interest	Cash paid for interest	12,733		14,033		Cash paid for interest	13,175		12,733
Supplemental non-cash investing and financing activity:	Supplemental non-cash investing and financing activity:					Supplemental non-cash investing and financing activity:
Accruals or liabilities for capital expenditures	Accruals or liabilities for capital expenditures	$	55,430	$	28,182	Accruals or liabilities for capital expenditures	$	28,500	$	55,430
Supplemental non-cash lease operating activity:	Supplemental non-cash lease operating activity:					Supplemental non-cash lease operating activity:
Right-of-use assets obtained in exchange for operating lease obligations	Right-of-use assets obtained in exchange for operating lease obligations	$	2,462	$	3,687	Right-of-use assets obtained in exchange for operating lease obligations	$	7,673	$	2,462

The accompanying notes are an integral part of these consolidated financial statements.

Magnolia Oil & Gas Corporation

Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

Organization and Nature of Operations

Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and natural gas liquid (“NGL”) reserves. The Company’s oil and natural gas properties are located primarily in Karnes County and the Giddings area in South Texas where the Company targets the Eagle Ford Shale and Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long-term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the Notes to the ~~Consolidated Financial Statements~~consolidated financial statements included in the Company’s ~~2021~~2022 Form 10-K.

In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year.

Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing primarily the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note ~~11—~~9—Stockholders’ Equity for further discussion of the noncontrolling interest.

2. Summary of Significant Accounting Policies

As of June 30, ~~2022,~~2023, the Company’s significant accounting policies are consistent with those discussed in Note 1—Organization and Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s ~~2021~~2022 Form 10-K.

3. Revenue Recognition

Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. The Company has concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors and has reflected this disaggregation of revenue on the Company’s consolidated statements of operations for all periods presented. The Company’s receivables consist mainly of trade receivables from commodity sales and joint interest billings due from owners on properties the Company operates. Receivables from contracts with customers totaled ~~$210.5~~$96.4 million as of June 30, ~~2022~~2023 and ~~$125.1~~$138.6 million as of December 31, ~~2021.~~2022. For further detail regarding the Company’s revenue recognition policies, please refer to Note 1—Organization and Summary of Significant Accounting Policies of the consolidated financial statements contained in the Company’s ~~2021~~2022 Form 10-K.

4. ~~Derivative Instruments~~

The Company settled all of its natural gas costless collar derivative contracts by September 30, 2021. From September 30, 2020 to September 30, 2021, Magnolia utilized natural gas costless collars to reduce its exposure to price volatility for a portion of its natural gas production volumes. The Company’s policies do not permit the use of derivative instruments for speculative purposes. Under the Company’s costless collar contracts, each collar had an established floor price and ceiling price. When the settlement price was below the floor price, the counterparty was required to make a payment to the Company and when the settlement price was above the ceiling price, the Company was required to make a payment to the counterparty.

The Company elected not to designate any of its derivative instruments as hedging instruments. Accordingly, changes in the fair value of the Company’s derivative instruments were recorded immediately to earnings as “Loss on derivatives, net” on the Company’s consolidated statements of operations.

~~The following table summarizes the effects of derivative instruments on the Company’s consolidated statements of operations during the three and six months ended June 30, 2022 and 2021:~~

Three Months Ended Six Months Ended
(In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Derivative settlements, realized loss $ — $ (166) $ — $ (166)
Unrealized loss on derivatives — (1,838) — (2,320)
Loss on derivatives, net $ — $ (2,004) $ — $ (2,486)

~~The Company had no outstanding derivative contracts in place as of June 30, 2022.~~

5. Fair Value Measurements

Certain of the Company’s assets and liabilities are carried at fair value and measured either on a recurring or nonrecurring basis. The Company’s fair value measurements are based either on actual market data or assumptions that other market participants would use in pricing an asset or liability in an orderly transaction, using the valuation hierarchy prescribed by GAAP under Accounting Standards Codification (“ASC”) 820.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

Recurring Fair Value Measurements

The carrying value and fair value of the financial instrument that is not carried at fair value in the ~~accompanying~~Company’s consolidated balance sheets at June 30, ~~2022~~2023 and December 31, ~~2021 is~~2022 are as follows:


		June 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
(In thousands)	(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	Long-term debt	$	389,216	$	372,016	$	388,087	$	411,500	Long-term debt	$	391,590	$	388,800	$	390,383	$	382,704

The fair value of the 2026 Senior Notes at June 30, ~~2022~~2023 and December 31, ~~2021~~2022 is based on unadjusted quoted prices in an active market, which is considered a Level 1 input in the fair value hierarchy.

The Company has other financial instruments consisting primarily of receivables, payables, and other current assets and liabilities that approximate fair value due to the nature of the instruments and their relatively short maturities. Non-financial assets and

liabilities initially measured at fair value include assets acquired and liabilities assumed in business combinations and asset retirement obligations.

Nonrecurring Fair Value Measurements

Certain of the Company’s assets and liabilities are measured at fair value on a nonrecurring basis. Specifically, stock based compensation is not measured at fair value on an ongoing basis but is subject to fair value calculations in certain circumstances. For further detail, see Note ~~12—~~10—Stock Based Compensation in the Notes to the ~~Consolidated Financial Statements.~~consolidated financial statements. There were no other material nonrecurring fair value measurements as of June 30, ~~2022~~2023 or December 31, ~~2021.~~2022.

~~6. Intangible Assets~~

~~Non-Compete Agreement~~

On July 31, 2018 (the “Closing Date”), the Company and EnerVest, separate and apart from the Business Combination, entered into the Non-Compete, which prohibited EnerVest and certain of its affiliates from competing with the Company in the Eagle Ford Shale until July 31, 2022 (“Prohibited Period End Date”). In January 2021, the Company amended the Non-Compete such that, rather than delivering an aggregate of 4.0 million shares of Class A Common Stock upon the two and one-half year and the four year anniversaries of the Closing Date, the Company would deliver (i) the cash value of approximately 2.0 million shares of Class A Common Stock and approximately 0.4 million shares of Class A Common Stock on the two and one-half year anniversary of the Closing Date and (ii) an aggregate of 1.6 million shares of Class A Common Stock on the four year anniversary of the Closing Date, in each case subject to the terms and conditions of the Non-Compete. On February 1, 2021, as consideration for compliance with the Non-Compete, the Company paid $17.2 million in cash and issued 0.4 million shares of Class A Common Stock.

On June 30, 2021, the Company amended the Prohibited Period End Date to terminate on June 30, 2021 and paid $24.9 million in cash in lieu of delivering the remaining 1.6 million shares of Class A Common Stock (the “Second Non-Compete Amendment”). The Second Non-Compete Amendment resulted in the Company accelerating the amortization of the remaining intangible assets. The Company includes the amortization in “Amortization of intangible assets” on the Company’s consolidated statements of operations.

7.5. Other Current Liabilities

The following table provides detail of the Company’s other current liabilities for the periods presented:


(In thousands)	(In thousands)	June 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Accrued capital expenditures	Accrued capital expenditures	$	55,430	$	29,936	Accrued capital expenditures	$	28,500	$	67,923
Accrued production taxes		17,140		10,084
Other	Other	73,613		50,616		Other	68,266		69,504
Total other current liabilities	Total other current liabilities	$	146,183	$	90,636	Total other current liabilities	$	96,766	$	137,427

6. Long-term Debt

The Company’s long-term debt is comprised of the following:


(In thousands)	(In thousands)	June 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Revolving credit facility	Revolving credit facility	$	—	$	—	Revolving credit facility	$	—	$	—
Senior Notes due 2026	Senior Notes due 2026	400,000		400,000		Senior Notes due 2026	400,000		400,000
Total long-term debt	Total long-term debt	400,000		400,000		Total long-term debt	400,000		400,000

Less: Unamortized deferred financing cost	Less: Unamortized deferred financing cost	(10,784)		(11,913)		Less: Unamortized deferred financing cost	(8,410)		(9,617)
Long-term debt, net	Long-term debt, net	$	389,216	$	388,087	Long-term debt, net	$	391,590	$	390,383

Credit Facility

~~In connection with the consummation of the Business Combination, the~~The original RBL Facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto, and Citibank, N.A., as

administrative agent, collateral agent, issuing bank, and swingline lender. On February 16, 2022, Magnolia Operating, as borrower, amended and restated the RBL Facility ~~(“Amended and Restated RBL Facility”)~~ in its entirety, providing for maximum commitments in an aggregate principal amount of $1.0 billion with a letter of credit facility with a $50.0 million sublimit, with ~~an initial~~a borrowing base of $450.0 million. The ~~Amended and Restated~~ RBL Facility, maturing in February 2026, is guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties.

Borrowings under the ~~Amended and Restated~~ RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the ~~Amended and Restated~~ RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the ~~Amended and Restated~~ RBL Facility as a percentage of unused lender commitments then in effect.

The ~~Amended and Restated~~ RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00. As of June 30, ~~2022,~~2023, the Company was in compliance with all covenants under the ~~Amended and Restated~~ RBL Facility. The Company incurred approximately $5.5 million of lender and transaction fees related to the modification of which $5.1 million were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the ~~Amended and Restated~~ RBL Facility and $0.4 million of which were expensed and are reflected in “Interest expense, net” on the Company’s consolidated statements of operations for the six months ended June 30, 2022.

Deferred financing costs in connection with the ~~Amended and Restated~~ RBL Facility are amortized on a straight-line basis over a period of four years from February 2022 to February 2026 and included in “Interest expense, net” in the Company’s consolidated statements of operations. The Company recognized interest expense related to the ~~Amended and Restated~~ RBL Facility ~~and the RBL Facility, as applicable,~~ of $1.0 million for each of the three months ended June 30, 2023 and 2022, and ~~2021,~~$2.1 million and $3.7 ~~million and $2.0~~ million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the ~~accompanying~~Company’s consolidated balance ~~sheet~~sheets as of June 30, 2023 and December 31, 2022.

The Company did not have any outstanding borrowings under the ~~Amended and Restated~~ RBL Facility as of June 30, ~~2022.~~2023.

2026 Senior Notes

On July 31, 2018, the Issuers issued and sold $400.0 million aggregate principal amount of 2026 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2026 Senior Notes were issued under the Indenture, dated as of July 31, 2018 (the “Indenture”), by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee. On April 5, 2021, the terms of the Indenture were amended to modify, among other things, the criteria used by the Company to make Restricted Payments (as defined in the Indenture). The 2026 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia Operating, and Magnolia Intermediate and may be guaranteed by certain future subsidiaries of the Company. The 2026 Senior Notes will mature on August 1, 2026 and bear interest at the rate of 6.0% per annum.

On April 5, 2021, the terms of the Indenture were amended to modify, among other things, the criteria used by the Company to make Restricted Payments (as defined in the Indenture). The amendment to the Indenture was accounted for as a debt modification. Costs incurred with third parties directly related to the modification were expensed as incurred. The Company incurred approximately $1.1 million of transaction fees in the second quarter of 2021 related to the modification which were expensed. The Company also paid $5.0 million in fees to holders of the 2026 Senior Notes, which fees are recorded as deferred financing costs and amortized using the new effective interest rate applied prospectively over the remaining term of the 2026 Senior Notes.

Deferred financing costs related to the issuance of, and the amendment to the Indenture governing, the 2026 Senior Notes are amortized using the effective interest method over the term of the 2026 Senior Notes and are included in “Interest expense, net” in the Company’s consolidated statements of operations. The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2026 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance ~~sheet~~sheets as of June 30, 2023 and December 31, 2022. The Company recognized interest expense related to the 2026 Senior

Notes of $6.6 million ~~and $7.7 million~~ for each of the three months ended June 30, 2023 and 2022, and ~~2021, respectively,~~$13.2 million and $13.1 ~~million and $14.0~~ million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

At any time, the Issuers may redeem all or a part of the 2026 Senior Notes based on principal plus a set premium, as set forth in the Indenture, including any accrued and unpaid interest.

9.7. Commitments and Contingencies

Legal Matters

From time to time, the Company is or may become involved in litigation in the ordinary course of business.

Certain of the Magnolia LLC Unit Holders and EnerVest Energy Institutional Fund XIV-C, L.P. (collectively the “Co-Defendants”) and the Company have been named as defendants in a lawsuit where the plaintiffs claim to be entitled to a minority working interest in certain Karnes County Assets. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Co-Defendants ~~retained~~retain all such ~~liability in connection with the Business Combination.~~liability.

A mineral owner in a Magnolia operated well in Karnes County, Texas filed a complaint with the Texas Railroad Commission (the “Commission”) challenging the validity of the permit to drill such well by questioning the long-standing process by which the Commission granted the permit. After the Commission affirmed the granting of the permit, and after judicial review of the Commission’s order by the 53rd Judicial District Court Travis County, Texas (the “District Court”), the District Court reversed and remanded the Commission’s order. ~~The Commission and Magnolia have appealed the District Court’s judgment~~Upon appeal to the Third Court of Appeals in Austin, ~~Texas.~~Texas (the“Court of Appeals”), the Court of Appeals reversed in part and affirmed in part the District Court’s ruling and remanded the matter to the Commission. The plaintiffs have filed a motion for rehearing with the Court of Appeals, and the parties are waiting for the Court’s decision.

At June 30, ~~2022,~~2023, the Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows. No amounts were accrued with respect to outstanding litigation at June 30, ~~2022~~2023 or June 30, ~~2021.~~2022.

Environmental Matters

The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations relating to discharge of materials into, and the protection of, the environment. These laws and regulations may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.

Risks and Uncertainties

The Company’s revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which depend on numerous factors beyond the Company’s control such as overall oil and natural gas production and inventories in relevant markets, economic conditions, the global and domestic political environments, regulatory developments, and competition from other energy sources. Oil and natural gas prices historically have been volatile and may be subject to significant fluctuations in the future. Additionally, the economy is experiencing elevated inflation levels as a result of global supply and demand imbalances. Inflationary pressures and labor shortages could result in further increases to our operating and capital costs.

The coronavirus disease 2019 (“COVID-19”) pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the oil and natural gas industry. While oil and natural gas prices have increased since 2020, the extent of any further impact of the pandemic, including the emergence and spread of variant strains of COVID-19, on the Company’s industry and business cannot be reasonably predicted at this time. Further, Russia’s invasion of Ukraine in the first quarter of 2022, and global sanctions placed on Russia in response, have had and may continue to have a global impact on supply and demand for oil and natural gas. Magnolia continues to monitor any impacts from the Russia-Ukraine war on the global markets for its commodities.

109

~~10.~~8. Income Taxes

The Company’s income tax provision consists of the following components:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
(In thousands)	(In thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		(In thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Current:	Current:									Current:
Federal	Federal	$	25,902	$	1,645	$	42,687	$	1,645	Federal	$	3,405	$	25,902	$	7,055	$	42,687
State	State	1,973		753		3,288		1,152		State	581		1,973		1,133		3,288
		27,875		2,398		45,975		2,797
Total current										Total current	3,986		27,875		8,188		45,975
Deferred:	Deferred:									Deferred:
Federal	Federal	—		—		—		—		Federal	20,025		—		34,845		—
State	State	—		—		—		—		State	836		—		1,419		—
		—		—		—		—
Total deferred										Total deferred	20,861		—		36,264		—
Income tax expense	Income tax expense	$	27,875	$	2,398	$	45,975	$	2,797	Income tax expense	$	24,847	$	27,875	$	44,452	$	45,975

The Company is subject to U.S. federal income tax and margin tax in the state of ~~Texas, and Louisiana corporate income tax.~~Texas. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rate for the three months ended June 30, 2023 and 2022 was 19.2% and ~~2021 was~~ 8.5%, respectively, and ~~2.0%, respectively. The Company’s effective tax rate~~17.4% and 8.3% for the six months ended June 30, ~~2022~~2023 and ~~2021 was 8.3% and 1.3%,~~2022, respectively. As a result of impairments in the first quarter of 2020, the Company established full valuation allowances on the federal and state deferred tax assets, which resulted in additional differences between the effective tax rate and the statutory rate as of June 30, 2022. As of December 31, 2022, ~~and June 30, 2021.~~the Company released the valuation allowance against net deferred tax assets. The primary differences between the annual effective tax rate and the statutory rate of 21.0% are income attributable to noncontrolling interest, state taxes, and valuation allowances.

As of June 30, ~~2022,~~2023, the Company ~~did 0t have an accrued liability for uncertain tax positions and~~ does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. For the six months ended June 30, ~~2022, 0~~2023, no significant amounts were incurred for ~~income tax uncertainties or~~ interest and penalties. Currently, the Company is not aware of any issues under review that could result in significant payments, accruals, or a material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examinations by its major taxing ~~authorities for all periods.~~

During the six months ended June 30, 2022, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. The redemption and exchange of these Magnolia LLC Units created additional tax basis in Magnolia LLC. There was no net tax impact as the Company recorded a full valuation allowance.authorities.

As of June 30, ~~2022,~~2023, the Company’s ~~net~~total deferred tax ~~asset was $198.4~~assets were $134.5 million. Management assessed whether it is more-likely-than-not that it will generate sufficient taxable income to realize its deferred income tax assets, including the investment in partnership and net operating loss carryforwards. In making this determination, the Company considered all available positive and negative evidence and made certain assumptions. The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. As of June 30, ~~2022,~~2023, the Company ~~assessed the realizability~~recorded a valuation allowance of $3.1 million to offset the deferred tax ~~assets and recorded a full valuation allowance of $198.4 million.~~asset created by the capital loss attributable to the Highlander sale.

~~As commodity prices have improved during 2021~~On August 16, 2022, the U.S. enacted legislation referred to as the Inflation Reduction Act (“IRA”), which significantly changes U.S. corporate income tax laws and ~~2022, Magnolia has begun to sustain~~is effective for tax years beginning after December 31, 2022. These changes include, among others, a ~~level~~new 15% corporate alternative minimum tax on adjusted financial statement income of increased profitability such that, net of its net operating loss, Magnolia is beginning to project modest taxable income. Should this continue, increased weight will be given to positive operating results, alongcorporations with ~~projections of future taxable income, in determining whether future taxable income will be sufficient to provide~~profits over $1 billion, a 1% excise tax on stock buybacks, and various tax incentives for ~~realization~~energy and climate initiatives. The Company evaluated the provisions of the ~~Company’s deferred tax assets,~~IRA and ~~if so, this new evidence may result in a change in estimate~~determined that none of the provisions have a material impact on the Company’s ~~valuation allowance~~reported results, cash flows or financial position for the current year. The Company will continue to evaluate the impacts of the IRA in ~~the next 12 months.~~future tax years.

~~11.~~9. Stockholders’ Equity

Class A Common Stock

At June 30, ~~2022,~~2023, there were ~~208.7~~214.4 million shares of Class A Common Stock issued and ~~190.4~~188.1 million shares of Class A Common Stock outstanding. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled 1one vote for each share held. There is no cumulative voting with respect to the election of directors, which

results in the holders of more than 50% of the Company’s outstanding common shares being able to elect all of the directors, subject to voting obligations under the Stockholder Agreement. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The

holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares.

Class B Common Stock

At June 30, ~~2022,~~2023, there were ~~28.7~~21.8 million shares of Class B Common Stock issued and outstanding. Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders. The holders of Class B Common Stock generally have the right to exchange all or a portion of their shares of Class B Common Stock, together with an equal number of Magnolia LLC Units, for the same number of shares of Class A Common Stock or, at Magnolia LLC’s option, an equivalent amount of cash. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be canceled. In the event of a liquidation, dissolution, or winding up of Magnolia LLC, the holders of the Class B Common Stock, through their ownership of Magnolia LLC Units, are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of units of Magnolia LLC, if any, having preference over the common units. The holders of the Class B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares.

Share Repurchases

~~The~~As of June 30, 2023, the Company’s board of directors ~~has~~had authorized a share repurchase program of up to 30.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. ~~As of June 30, 2022, the~~The Company had repurchased ~~17.7~~25.8 million shares under the program at a cost of ~~$246.3 million.~~$414.0 million and had 4.2 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2023. On July 31, 2023, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increases total share repurchase authorization to 40.0 million shares.

During the six months ended June 30, 2022, the Company ~~also~~ repurchased 0.6 million shares of Class A Common Stock for $11.6 million from EnerVest Energy Institutional Fund XIV-C, L.P. outside of the share repurchase program.

During the six months ended June 30, 2022 Magnolia LLC repurchased and subsequently canceled 5.9 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $138.8 million of cash consideration (the “Class B Common Stock Repurchases”). During the same period, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public.

During the six months ended June 30, 2021 Magnolia LLC repurchased and subsequently canceled 10.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $122.5 million of cash consideration (the “Class B Common Stock Repurchases”). During the same period, the Magnolia LLC Unit Holders redeemed 15.3 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public.

Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. Magnolia funded the Class B Common Stock Repurchases with cash on hand.

Dividends and Distributions

~~Distributions~~

On February 3, 2022, Magnolia LLC declared a cash distribution of $0.20 per Magnolia LLC Unit totaling $45.9 million, of which $37.3 million was distributed to the Company and $8.6 million was distributed to the Magnolia LLC Unit Holders.

On August 2, 2021, Magnolia LLC declared a cash distribution of $0.08 per Magnolia LLC Unit totaling $19.0 million, of which $14.2 million was distributed to the Company and $4.8 million was distributed to the Magnolia LLC Unit Holders.

The ~~distributions to the Magnolia LLC Unit Holders were recorded as a reduction of noncontrolling interest on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021.~~

~~Dividends~~

~~On February 3, 2022, the~~ Company’s board of directors ~~declared a semi-annual cash dividend of $0.20 per share~~periodically declares dividends payable on issued and outstanding shares of Class A Common Stock, ~~totaling approximately $37.3 million. The dividend was paid on March 1, 2022~~and a corresponding distribution from Magnolia LLC to ~~shareholders of record as of the close of business on February 14, 2022.~~

On August 2, 2021, the Company’s board of directors declared a semi-annual interim cash dividend of $0.08 per share of Class A Common Stock totaling approximately $14.2 million. The dividend was paid on September 1, 2021 to shareholders of record as of the close of business on August 12, 2021.

Magnolia LLC Unit Holders. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in ~~capital. The $37.3 million~~capital and ~~$14.2 million dividends declared during~~distributions to the ~~first quarter of 2022 and the third quarter of 2021, respectively, were~~Magnolia LLC Unit Holders are recorded as a reduction of ~~additional paid-in capital on~~noncontrolling interest.

The following table sets forth information with respect to cash dividends and distributions declared by the Company’s ~~consolidated balance sheets~~board of directors during the six months ended June 30, 2023 and the year ended December 31, 2022, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units:


Record Date	Payment Date	Dividend/ Distribution Amount per share (1)		Distributions by Magnolia LLC (2)		Dividends Declared by the Company		Distributions to Magnolia LLC Unit Holders
(In thousands, except per share amounts)
May 11, 2023	June 1, 2023	$	0.115	$	24,627	$	22,117	$	2,510
February 10, 2023	March 1, 2023	$	0.115	$	24,878	$	22,368	$	2,510
November 7, 2022	December 1, 2022	$	0.100	$	21,867	$	18,996	$	2,871
August 12, 2022	September 1, 2022	$	0.100	$	21,983	$	19,112	$	2,871
February 14, 2022	March 1, 2022	$	0.200	$	45,851	$	37,283	$	8,568

(1) Per share of Class A Common Stock and per Magnolia LLC Unit.

(2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of ~~June 30, 2022 and December 31, 2021.~~the applicable record date.

Noncontrolling Interest

Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit ~~Holders in connection with the Business Combination.~~Holders. The noncontrolling interest percentage is affected by various equity transactions such as issuances and repurchases of Class A Common Stock, the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) for Class A Common Stock, or the cancellation of Class B Common Stock (and corresponding Magnolia LLC Units). As of June 30, ~~2022,~~2023, Magnolia owned approximately ~~86.9%~~89.6% of the interest in Magnolia LLC and the noncontrolling interest was approximately ~~13.1%~~10.4%.

~~In the first quarter of 2019, Magnolia Operating formed~~ Highlander ~~Oil & Gas Holdings LLC (“Highlander”) as~~was a joint venture whereby MGY Louisiana LLC, a wholly owned subsidiary of Magnolia Operating, ~~holds~~held approximately 84.7% of the units of Highlander, with the remaining 15.3% attributable to noncontrolling interest. On May 30, 2023, the Company sold its interest in Highlander and recognized a gain on sale of $3.9 million included within “Other income, net” on the Company’s consolidated statements of operations.

~~12.~~10. Stock Based Compensation

On October 8, 2018, the Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, the “Plan”), effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of June 30, ~~2022.~~2023. The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance ~~stock units (“PSU”), and performance~~ restricted stock units (“PRSU”), and performance stock units (“PSU”) to eligible employees and directors to enhance the Company and its affiliates’ ability to attract, retain, and motivate persons who make important contributions to the Company and its affiliates by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock.

Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $4.1 million and $3.5 million for ~~each of~~ the three months ended June 30, 2023 and 2022, and ~~2021,~~$7.9 million and $6.4 ~~million and $6.2~~ million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense.

~~The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the three months ended June 30, 2022.~~

Restricted
Stock Units Performance
Stock Units Performance Restricted
Stock Units
Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value
Unvested at March 31, 2022 1,106,602 $ 11.33 278,485 $ 6.14 1,261,734 $ 13.29
Granted 45,548 24.30 — — 262 28.34
Vested (91,266) 11.75 — — (39) 10.84
Forfeited (7,370) 14.74 — — — —
Unvested at June 30, 2022 1,053,514 $ 11.83 278,485 $ 6.14 1,261,957 $ 13.29

1312

The following table presents a summary of Magnolia’s unvested RSU, PRSU, and PSU activity for the three months ended June 30, 2023.


	Restricted Stock Units			Performance Restricted Stock Units			Performance Stock Units
	Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Unvested at March 31, 2023	1,186,712	$	18.79	946,229	$	13.65	232,700	$	24.69
Granted	63,728	20.31		9,772	21.88		—	—
Vested	(52,409)	19.13		—	—		—	—
Forfeited	(24,624)	17.47		(5,146)	14.14		—	—
Unvested at June 30, 2023	1,173,407	$	18.89	950,855	$	13.73	232,700	$	24.69

The following table presents a summary of Magnolia’s unvested RSU, PRSU, and ~~PRSU~~PSU activity for the six months ended June 30, ~~2022.~~2023.


		Restricted Stock Units			Performance Stock Units			Performance Restricted Stock Units				Restricted Stock Units			Performance Restricted Stock Units			Performance Stock Units
		Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value			Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value		Units	Weighted Average Grant Date Fair Value
Unvested at December 31, 2021		1,187,509	$	8.94	460,414	$	9.20	968,654	$	9.36
Unvested at December 31, 2022											Unvested at December 31, 2022	911,286	$	12.89	1,257,583	$	13.36	278,486	$	6.14
Granted	Granted	287,219	20.92		—	—		506,965	19.15		Granted	679,405	22.81		15,524	22.28		232,700	24.69
Granted for performance multiple(1)	Granted for performance multiple(1)	—	—		90,965	13.88		—	—		Granted for performance multiple(1)	—	—		—	—		12,981	6.14
Vested	Vested	(407,108)	9.79		(272,894)	13.88		(212,726)	9.33		Vested	(376,625)	11.62		(314,963)	12.62		(291,467)	6.14
Forfeited	Forfeited	(14,106)	12.66		—	—		(936)	11.38		Forfeited	(40,659)	17.22		(7,289)	15.16		—	—
Unvested at June 30, 2022		1,053,514	$	11.83	278,485	$	6.14	1,261,957	$	13.29
Unvested at June 30, 2023											Unvested at June 30, 2023	1,173,407	$	18.89	950,855	$	13.73	232,700	$	24.69

(1) Upon completion of the performance period for the PSUs granted in ~~2019,~~2020, a performance multiple of ~~150%~~105% was applied to each of the grants resulting in additional grants of PSUs in ~~2022.~~2023.

Restricted Stock Units

The Company grants service-based RSU awards to employees, which generally vest ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year. Non-employee directors may elect to defer the RSU settlement date. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair value of RSUs that vested during the six months ended June 30, 2023 and 2022 ~~and 2021 was $10.2~~were $8.3 million and ~~$5.8~~$10.2 million, respectively. Unrecognized compensation expense related to unvested RSUs as of June 30, ~~2022~~2023 was ~~$9.6~~$18.1 million, which the Company expects to recognize over a weighted average period of 2.6 years.

Performance Restricted Stock Units and Performance ~~Restricted~~ Stock Units

The Company grants PRSUs to certain employees. Each PRSU represents the contingent right to receive 1one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period. If PRSUs are not earned by the end of the five-year performance period (“Performance Condition”), the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, as presented below, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair value of PRSU awards that vested during the six months ended June 30, 2023 and 2022 ~~was~~were $7.0 million and $4.8 million. Unrecognized compensation expense related to unvested PRSUs as of June 30, ~~2022~~2023 was ~~$12.9~~$6.1 million, which the Company expects to recognize over a weighted average period of ~~2.4~~1.5 years.

The Company grants PSUs to certain employees. Each PSU, to the extent earned, represents the contingent right to receive 1one share of Class A Common Stock and the awardee may earn between zero and 150% of the target number of PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period, the last day of which is also the vesting date. In addition to the TSR conditions, vesting of the PSUs is subject to the awardee’s continued employment through the date of settlement of the PSUs, which will occur within 60 days following the end of the performance period. The aggregate fair value of PSU awards that vested during the six months ended June 30, 2023 and 2022 ~~and 2021 was $5.5~~were $6.7 million and ~~$0.2~~$5.5 million, respectively. Unrecognized compensation expense related to unvested PSUs as of June 30, ~~2022~~2023 was ~~$0.3~~$5.0 million, which the Company expects to recognize over a weighted average period of ~~0.6~~2.6 years.

The ~~grant date fair values of the PRSUs granted during the six months ended June 30, 2022 and 2021, were $9.7 million and $9.5 million, respectively. Since the~~ Performance Condition for the PRSUs granted in 2022 ~~and 2021~~ were met on March 28, 2022, ~~and March 17, 2021, respectively,~~therefore the fair value of the PRSUs granted after the Performance Condition were met were based upon the grant date market value of the award. The fair values of the awards granted prior to the date the Performance Condition was met were determined using a Monte Carlo simulation. The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PSUs in 2023 and PRSUs in ~~2022 and 2021.~~2022.


		Six Months Ended			Six Months Ended
PRSU Grant Date Fair Value Assumptions		June 30, 2022	June 30, 2021
PSU and PRSU Grant Date Fair Value Assumptions				PSU and PRSU Grant Date Fair Value Assumptions	June 30, 2023	June 30, 2022
Expected term (in years)	Expected term (in years)	3.55	3.64	Expected term (in years)	2.88	3.55
Expected volatility	Expected volatility	59.58%	55.18%	Expected volatility	60.80%	59.58%
Risk-free interest rate	Risk-free interest rate	1.89%	0.56%	Risk-free interest rate	4.15%	1.89%
Dividend yield	Dividend yield	1.97%	—%	Dividend yield	1.93%	1.97%

~~13.~~

11. Earnings Per Share

The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to ~~common stockholders~~Class A Common Stock is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented.

The components of basic and diluted net income per share attributable to ~~common stockholders~~Class A Common Stock are as follows:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
(In thousands, except per share data)	(In thousands, except per share data)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		(In thousands, except per share data)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Basic:	Basic:									Basic:
Net income attributable to Class A Common Stock	Net income attributable to Class A Common Stock	$	250,583	$	84,445	$	416,622	$	147,689	Net income attributable to Class A Common Stock	$	91,492	$	250,583	$	187,826	$	416,622
Less: Dividends and net income allocated to participating securities	Less: Dividends and net income allocated to participating securities	2,373		642		3,756		819		Less: Dividends and net income allocated to participating securities	1,038		2,373		2,036		3,756
Net income, net of participating securities	Net income, net of participating securities	$	248,210	$	83,803	$	412,866	$	146,870	Net income, net of participating securities	$	90,454	$	248,210	$	185,790	$	412,866
Weighted average number of common shares outstanding during the period - basic	Weighted average number of common shares outstanding during the period - basic	188,146		175,169		185,377		171,083		Weighted average number of common shares outstanding during the period - basic	189,402		188,146		190,584		185,377
Net income per share of Class A Common Stock - basic	Net income per share of Class A Common Stock - basic	$	1.32	$	0.48	$	2.23	$	0.86	Net income per share of Class A Common Stock - basic	$	0.48	$	1.32	$	0.97	$	2.23

Diluted:	Diluted:									Diluted:
Net income attributable to Class A Common Stock	Net income attributable to Class A Common Stock	$	250,583	$	84,445	$	416,622	$	147,689	Net income attributable to Class A Common Stock	$	91,492	$	250,583	$	187,826	$	416,622
Less: Dividends and net income allocated to participating securities	Less: Dividends and net income allocated to participating securities	2,367		638		3,747		814		Less: Dividends and net income allocated to participating securities	1,037		2,367		2,034		3,747
Net income, net of participating securities	Net income, net of participating securities	$	248,216	$	83,807	$	412,875	$	146,875	Net income, net of participating securities	$	90,455	$	248,216	$	185,792	$	412,875
Weighted average number of common shares outstanding during the period - basic	Weighted average number of common shares outstanding during the period - basic	188,146		175,169		185,377		171,083		Weighted average number of common shares outstanding during the period - basic	189,402		188,146		190,584		185,377
Add: Dilutive effect of stock based compensation and other	Add: Dilutive effect of stock based compensation and other	443		960		517		1,002		Add: Dilutive effect of stock based compensation and other	165		443		291		517
Weighted average number of common shares outstanding during the period - diluted	Weighted average number of common shares outstanding during the period - diluted	188,589		176,129		185,894		172,085		Weighted average number of common shares outstanding during the period - diluted	189,567		188,589		190,875		185,894
Net income per share of Class A Common Stock - diluted	Net income per share of Class A Common Stock - diluted	$	1.32	$	0.48	$	2.22	$	0.85	Net income per share of Class A Common Stock - diluted	$	0.48	$	1.32	$	0.97	$	2.22

For the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company excluded ~~33.8~~21.8 million and ~~66.1~~33.8 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive. For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company excluded 21.8 million and 39.0 million, ~~and 73.1 million,~~ respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units), as the effect was anti-dilutive.

~~14.~~12. Related Party Transactions

As of June 30, ~~2022,~~2023, no entity held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.”

~~15.~~13. Subsequent Events

On ~~August 2, 2022,~~July 31, 2023, the Company’s board of directors declared a quarterly cash dividend of ~~$0.10~~$0.115 per share of Class A Common Stock, and ~~Magnolia LLC declared~~ a cash distribution of ~~$0.10~~$0.115 per Magnolia LLC Unit, ~~to each holder of Magnolia LLC Units, each~~ payable on September 1, ~~2022~~2023 to shareholders or members of record, as applicable, as of August ~~12, 2022.~~10, 2023.

On July 31, 2023, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increases total share repurchase authorization to 40.0 million shares.

On July 31, 2023, Magnolia closed an acquisition in the Giddings area, outside of the Company’s core development area, for a total cash consideration of approximately $40.0 million, subject to customary closing adjustments.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, Magnolia’s assumptions about:

•~~the economic effects of the COVID-19 pandemic and actions taken by federal, state and local governments and other third parties in response to the pandemic;~~

•legislative, regulatory, or policy changes, including those following the change in presidential administrations;

•the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services;

•the supply and demand for oil, natural gas, NGLs, and other products or ~~services;~~services, including impacts of actions taken by OPEC and other state-controlled oil companies;

•production and reserve levels;

•the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves;

•geopolitical and business conditions in key regions of the world;

•drilling risks;

•economic and competitive conditions;

•the availability of capital resources;

•capital expenditures and other contractual obligations;

•weather conditions;

•inflation rates;

•the availability of goods and services;

•cyber attacks;

•the occurrence of property acquisitions or divestitures;

•the integration of acquisitions; and

•the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks.

All of Magnolia’s forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors identified in the reports that we have filed and may file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the period ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”).

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s unaudited consolidated financial statements and the related notes thereto.

Overview

Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and NGL reserves that operates in one reportable segment located in the United States. The ~~Company's~~Company’s oil and natural gas properties are located primarily in Karnes County and the Giddings area in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. The Company’s allocation of capital prioritizes reinvesting in its business to achieve moderate and predictable annual volume growth, balanced with returning capital to its shareholders through dividends and share repurchases.

Magnolia’s business model prioritizes free cash flow, financial stability, and prudent capital allocation. The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low leverage. As of June 30, ~~2022,~~2023, Magnolia operated one rig exclusively in the Giddings area, and one rig in both the Karnes and Giddings areas. The Company’s gradual and measured approach toward both the appraisal and development of the Giddings area has created operating efficiencies leading to higher production growth this year.two rigs.

~~COVID-19 Pandemic and~~ Market Conditions Update

~~The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the oil and~~After Magnolia experienced record operating margins during 2022, natural gas ~~industry.~~and NGL prices have significantly declined and oil prices have weakened, while material and labor costs remained elevated. This has resulted in lower revenue and lower operating margins. As the global economy continues to recover from the effects of the COVID-19 pandemic, economic indicators have continued to strengthen. However, the economy has begun to experience elevated inflation levels as a result, ~~of global supply and demand imbalances. Inflationary pressures and labor shortages could result in further increases~~Magnolia took actions to ~~our~~reduce its operating and capital ~~costs.~~spending to better reflect the current cost and commodity environment for the remainder of the year. The capital spending level is in line with the principles of Magnolia’s business model and is expected to provide the Company more operational and financial flexibility going forward.

Business Overview

As of June 30, ~~2022,~~2023, Magnolia’s assets in South Texas included ~~43,475~~42,451 gross ~~(23,767~~(22,785 net) acres in the Karnes area, and ~~638,360~~645,229 gross ~~(447,924~~(460,182 net) acres in the Giddings area. As of June 30, ~~2022,~~2023, Magnolia held an interest in approximately ~~2,060~~2,149 gross ~~(1,317~~(1,383 net) wells, with total production of ~~74.2~~81.9 thousand and ~~73.0~~80.6 thousand barrels of oil equivalent per day for the three and six months ended June 30, 2022, respectively. During the second quarter of 2022, Magnolia was running a two-rig program. One rig drilled multi-well development pads exclusively in the Giddings area. The second rig drilled a mix of wells in both the Karnes and Giddings areas.2023.

Magnolia recognized net income attributable to Class A Common Stock of ~~$250.6~~$91.5 million and ~~$416.6~~$187.8 million, or ~~$1.32~~$0.48 and ~~$2.22~~$0.97 per diluted common share, for the three and six months ended June 30, ~~2022, respectively.~~2023. Magnolia recognized net income of ~~$299.9~~$104.6 million and ~~$508.5~~$211.3 million, which includes a noncontrolling interest of ~~$49.3~~$13.1 million and ~~$91.9~~$23.4 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest, for the three and six months ended June 30, ~~2022, respectively.~~2023.

~~On February 3, 2022,~~During the six months ended June 30, 2023, the Company declared cash dividends to holders of its Class A Common Stock totaling $44.5 million.

As of June 30, 2023, the Company’s board of directors declared a semi-annual cash dividend of $0.20 per share of Class A Common Stock totaling approximately $37.3 million. The dividend was paid on March 1, 2022 to shareholders of record as of the close of business on February 14, 2022.

~~The Company’s board of directors has~~had authorized a share repurchase program of up to 30.0 million ~~shares.~~shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. ~~As of June 30, 2022, the~~The Company had repurchased ~~17.7~~25.8 million shares under the program at a cost of ~~$246.3~~$414.0 million and had ~~12.3~~4.2 million shares of Class A Common Stock remaining under its ~~current~~share repurchase ~~authorization.~~authorization as of

~~During the six months ended~~ June 30, ~~2022,~~2023. On July 31, 2023, the ~~Company also repurchased 0.6~~Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, ~~for $11.6 million from EnerVest Energy Institutional Fund XIV-C, L.P. outside of the~~which increases total share repurchase ~~program.~~authorization to 40.0 million shares.

During the six months ended June 30, 2022, Magnolia LLC repurchased and subsequently canceled 5.9 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $138.8 million of cash consideration (the “Class B Common Stock Repurchases”). Magnolia funded the Class B Common Stock Repurchases with cash on hand. During the same period, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. As of June 30, ~~2022,~~2023, Magnolia owned approximately ~~86.9%~~89.6% of the interest in Magnolia LLC and the noncontrolling interest was approximately ~~13.1%~~10.4%.

Results of Operations

~~Factors Affecting the Comparability of the Historical Financial Results~~

Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the following factors:

•~~On February 16, 2022, Magnolia Operating, as borrower, amended and restated the RBL Facility (“Amended and Restated RBL Facility”) in its entirety, which will now mature in February 2026.~~

•~~During the second quarter of 2021, the Company amended the term of the Services Agreement to end on June 30, 2021.~~

•~~During the second quarter of 2021, the Company amended the Non-Compete (the “Second Non-Compete Amendment”), which modified the term of the Non-Compete to end on June 30, 2021.~~

•The 2026 Senior Notes issued under the Indenture, dated as of July 31, 2018, were amended on April 5, 2021. This debt modification included approximately $1.1 million of one-time transaction fees which were expensed and $5.0 million in fees paid to holders of the 2026 Senior Notes, which were reflected as deferred financing costs reducing Long-term debt and will be amortized over the remaining term of the 2026 Senior Notes.

As a result of the factors listed above, the historical results of operations and period-to-period comparisons of these results and certain financial data may not be comparable or indicative of future results.

Three Months Ended June 30, ~~2022~~2023 Compared to the Three Months Ended June 30, ~~2021~~2022

Oil, Natural Gas and NGL Sales Revenues. The following table provides the components of Magnolia’s revenues for the periods indicated, as well as each period’s respective average realized prices and production volumes. This table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be reflective of the current price ratio between the two products.


		Three Months Ended					Three Months Ended
(In thousands, except per unit data)	(In thousands, except per unit data)	June 30, 2022		June 30, 2021		(In thousands, except per unit data)	June 30, 2023		June 30, 2022
Production:	Production:					Production:
Oil (MBbls)	Oil (MBbls)	3,019		2,903		Oil (MBbls)	3,100		3,019
Natural gas (MMcf)	Natural gas (MMcf)	12,464		9,947		Natural gas (MMcf)	13,784		12,464
NGLs (MBbls)	NGLs (MBbls)	1,656		1,349		NGLs (MBbls)	2,054		1,656
Total (Mboe)	Total (Mboe)	6,752		5,910		Total (Mboe)	7,451		6,752

Average daily production:	Average daily production:					Average daily production:
Oil (Bbls/d)	Oil (Bbls/d)	33,178		31,897		Oil (Bbls/d)	34,065		33,178
Natural gas (Mcf/d)	Natural gas (Mcf/d)	136,966		109,313		Natural gas (Mcf/d)	151,469		136,966
NGLs (Bbls/d)	NGLs (Bbls/d)	18,194		14,830		NGLs (Bbls/d)	22,571		18,194
Total (boe/d)	Total (boe/d)	74,200		64,946		Total (boe/d)	81,881		74,200

Revenues:	Revenues:					Revenues:
Oil revenues	Oil revenues	$	332,791	$	188,701	Oil revenues	$	223,147	$	332,791
Natural gas revenues	Natural gas revenues	85,345		33,314		Natural gas revenues	20,847		85,345
Natural gas liquids revenues	Natural gas liquids revenues	66,513		30,035		Natural gas liquids revenues	36,297		66,513
Total revenues	Total revenues	$	484,649	$	252,050	Total revenues	$	280,291	$	484,649

Average Price:	Average Price:					Average Price:
Oil (per barrel)	Oil (per barrel)	$	110.22	$	65.01	Oil (per barrel)	$	71.98	$	110.22
Natural gas (per Mcf)	Natural gas (per Mcf)	6.85		3.35		Natural gas (per Mcf)	1.51		6.85
NGLs (per barrel)	NGLs (per barrel)	40.17		22.26		NGLs (per barrel)	17.67		40.17

Oil revenues were ~~69%~~80% and ~~75%~~69% of the Company’s total revenues for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Oil production was ~~45%~~42% and ~~49%~~45% of total production volume for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Oil revenues for the three months ended June 30, ~~2022~~2023 were ~~$144.1~~$109.6 million ~~higher~~lower than for the three months ended June 30, ~~2021.~~2022. A ~~70% increase~~35% decrease in average ~~prices increased~~price decreased second quarter ~~2022~~2023 revenues by ~~$131.2~~$115.4 million compared to the same period in the prior year, ~~while~~partially offset by a 4%3% increase in oil production which increased revenues by ~~$12.9~~$5.8 million.

Natural gas revenues were ~~17%~~7% and ~~13%~~17% of the Company’s total revenues for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Natural gas production was 31% ~~and 28%~~ of total production volume for each of the three months ended June 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Natural gas revenues for the three months ended June 30, ~~2022~~2023 were ~~$52.0~~$64.5 million ~~higher~~lower than the three months ended June 30, ~~2021.~~2022. A ~~104% increase~~78% decrease in average ~~prices increased~~price decreased second quarter ~~2022~~2023 revenues by ~~$34.8~~$66.5 million compared to the same period in the prior year, ~~while a 25%~~partially offset by an 11% increase in natural gas production which increased revenues by ~~$17.2~~$2.0 million.

NGL revenues were ~~14%~~13% and ~~12%~~14% of the Company’s total revenues for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. NGL production was ~~24%~~27% and ~~23%~~24% of total production volume for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. NGL revenues for the three months ended June 30, ~~2022~~2023 were ~~$36.5~~$30.2 million ~~higher~~lower than the three months ended June 30, ~~2021. An 81% increase~~2022. A 56% decrease in average ~~prices increased~~price decreased second quarter ~~2022~~2023 revenues by ~~$24.2~~$37.2 million compared to the same period in the prior year, ~~while~~partially offset by a ~~23%~~24% increase in NGL production which increased revenues by ~~$12.3~~$7.0 million.

1918

Operating Expenses and Other Income (Expense). The following table summarizes the Company’s operating expenses and other income (expense) for the periods indicated.


		Three Months Ended					Three Months Ended
(In thousands, except per unit data)	(In thousands, except per unit data)	June 30, 2022		June 30, 2021		(In thousands, except per unit data)	June 30, 2023		June 30, 2022
Operating Expenses:	Operating Expenses:					Operating Expenses:
Lease operating expenses	Lease operating expenses	$	32,604	$	21,971	Lease operating expenses	$	36,796	$	32,604
Gathering, transportation and processing	Gathering, transportation and processing	16,381		10,287		Gathering, transportation and processing	10,389		16,381
Taxes other than income	Taxes other than income	27,411		13,812		Taxes other than income	15,216		27,411
Exploration expenses	Exploration expenses	3,408		62		Exploration expenses	—		3,408
Asset retirement obligations accretion	Asset retirement obligations accretion	802		1,405		Asset retirement obligations accretion	823		802
Depreciation, depletion and amortization	Depreciation, depletion and amortization	57,254		43,332		Depreciation, depletion and amortization	77,008		57,254
Amortization of intangible assets		—		7,233
General and administrative expenses	General and administrative expenses	18,530		24,757		General and administrative expenses	18,726		18,530
Total operating expenses	Total operating expenses	$	156,390	$	122,859	Total operating expenses	$	158,958	$	156,390

Other Income (Expense):	Other Income (Expense):					Other Income (Expense):
Interest expense, net	Interest expense, net	$	(7,017)	$	(8,752)	Interest expense, net	$	(1,149)	$	(7,017)
Loss on derivatives, net		—		(2,004)
Other income, net	Other income, net	6,538		135		Other income, net	9,259		6,538
Total other expense, net		$	(479)	$	(10,621)
Total other income (expense), net						Total other income (expense), net	$	8,110	$	(479)

Average Operating Costs per boe:	Average Operating Costs per boe:					Average Operating Costs per boe:
Lease operating expenses	Lease operating expenses	$	4.83	$	3.72	Lease operating expenses	$	4.94	$	4.83
Gathering, transportation and processing	Gathering, transportation and processing	2.43		1.74		Gathering, transportation and processing	1.39		2.43
Taxes other than income	Taxes other than income	4.06		2.34		Taxes other than income	2.04		4.06
Exploration expenses	Exploration expenses	0.50		0.01		Exploration expenses	—		0.50
Asset retirement obligations accretion	Asset retirement obligations accretion	0.12		0.24		Asset retirement obligations accretion	0.11		0.12
Depreciation, depletion and amortization	Depreciation, depletion and amortization	8.48		7.33		Depreciation, depletion and amortization	10.34		8.48
Amortization of intangible assets		—		1.22
General and administrative expenses	General and administrative expenses	2.74		4.19		General and administrative expenses	2.51		2.74

Lease operating expenses are costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the three months ended June 30, ~~2022~~2023 were ~~$10.6~~$4.2 million, or ~~$1.11~~$0.11 per boe, higher compared to the corresponding ~~2021~~2022 period, due to increased activity and an increase in costs, including chemicals, compression, and operating and maintenance ~~costs, workover activities and additional non-operated activities.~~costs.

Gathering, transportation and processing costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing. The gathering, transportation and processing costs for the three months ended June 30, ~~2022~~2023 were ~~$6.1~~$6.0 million, or ~~$0.69~~$1.04 per boe, ~~higher~~lower than the three months ended June 30, ~~2021,~~2022, primarily due to ~~increased~~lower natural gas ~~production~~ and ~~higher prices.~~NGL prices which resulted in lower processing costs.

Taxes other than income ~~include~~is comprised of production, ~~and~~ ad valorem, and franchise taxes. These taxes are based on rates primarily established by state and local taxing authorities. Production taxes are based on the market value of production. Ad valorem taxes are based on the fair market value of the mineral interests or business assets. Taxes other than income for the three months ended June 30, ~~2022~~2023 were ~~$13.6~~$12.2 million, or ~~$1.72~~$2.02 per boe, ~~higher~~lower compared to the three months ended June 30, ~~2021,~~2022, primarily due to ~~an increase~~a decrease in production taxes as a result of the decrease in oil, natural gas, and NGL revenues.

Exploration expenses are geological and geophysical costs that include seismic surveying costs, costs of expired or abandoned leases, and delay rentals. The exploration expenses for the three months ended June 30, ~~2022~~2023 were ~~$3.3~~$3.4 million, or ~~$0.49~~$0.50 per boe, ~~higher~~lower than the three months ended June 30, ~~2021,~~2022, due to ~~the purchase of~~decreased spending on seismic ~~licenses and increased seismic surveying costs.~~surveying.

Depreciation, depletion and amortization (“DD&A”) during the three months ended June 30, ~~2022~~2023 was ~~$13.9~~$19.8 million, or ~~$1.15~~$1.86 per boe, higher than the three months ended June 30, ~~2021~~2022 due to increased production and a higher depreciable cost basis.

For the three months ended June 30, 2022, the Company did not recognize any amortization of intangible assets, because the intangible assets were fully amortized in June 2021 as a result of the termination of the Non-Compete. During the three months ended June 30, 2021, the Company recognized $7.2 million of amortization of intangible assets.

~~General and administrative expenses~~Interest expense, net, during the three months ended June 30, ~~2022 were $6.2~~2023 was $5.9 million ~~or $1.45 per boe,~~ lower than the three months ended June 30, ~~2021, primarily~~2022, driven by ~~the reduction in costs due to the termination~~higher interest income realized during 2023 as a result of ~~the Services Agreement on June 30, 2021, partially offset by~~ higher ~~corporate payroll expenses related to increased employee headcount.~~interest rates.

Other income, net, during the three months ended June 30, ~~2022~~2023 was ~~$6.4~~$2.7 million higher than the three months ended June 30, ~~2021,~~2022, primarily driven by the ~~receipt of an earnout payment in the second quarter of 2022 associated with the~~gain on sale of the Company’s ~~35% membership~~84.7% interest in ~~Ironwood Eagle Ford Midstream, LLC in 2020.~~Highlander.

Six Months Ended June 30, ~~2022~~2023 Compared to the Six Months Ended June 30, ~~2021~~2022


		Six Months Ended					Six Months Ended
(In thousands, except per unit data)	(In thousands, except per unit data)	June 30, 2022		June 30, 2021		(In thousands, except per unit data)	June 30, 2023		June 30, 2022
Production:	Production:					Production:
Oil (MBbls)	Oil (MBbls)	5,835		5,495		Oil (MBbls)	6,321		5,835
Natural gas (MMcf)	Natural gas (MMcf)	24,842		20,188		Natural gas (MMcf)	26,433		24,842
NGLs (MBbls)	NGLs (MBbls)	3,242		2,654		NGLs (MBbls)	3,866		3,242
Total (Mboe)	Total (Mboe)	13,217		11,514		Total (Mboe)	14,592		13,217

Average daily production:	Average daily production:					Average daily production:
Oil (Bbls/d)	Oil (Bbls/d)	32,239		30,361		Oil (Bbls/d)	34,922		32,239
Natural gas (Mcf/d)	Natural gas (Mcf/d)	137,247		111,536		Natural gas (Mcf/d)	146,041		137,247
NGLs (Bbls/d)	NGLs (Bbls/d)	17,911		14,661		NGLs (Bbls/d)	21,356		17,911
Total (boe/d)	Total (boe/d)	73,024		63,611		Total (boe/d)	80,618		73,024

Revenues:	Revenues:					Revenues:
Oil revenues	Oil revenues	$	595,459	$	335,659	Oil revenues	$	462,269	$	595,459
Natural gas revenues	Natural gas revenues	141,925		68,977		Natural gas revenues	48,619		141,925
Natural gas liquids revenues	Natural gas liquids revenues	125,105		56,521		Natural gas liquids revenues	77,786		125,105
Total revenues	Total revenues	$	862,489	$	461,157	Total revenues	$	588,674	$	862,489

Average Price:	Average Price:					Average Price:
Oil (per barrel)	Oil (per barrel)	$	102.04	$	61.08	Oil (per barrel)	$	73.13	$	102.04
Natural gas (per Mcf)	Natural gas (per Mcf)	5.71		3.42		Natural gas (per Mcf)	1.84		5.71
NGLs (per barrel)	NGLs (per barrel)	38.59		21.30		NGLs (per barrel)	20.12		38.59

Oil revenues were ~~69%~~79% and ~~73%~~69% of the Company’s total revenues for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Oil production was ~~44%~~43% and ~~48%~~44% of total production volume for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Oil revenues for the six months ended June 30, ~~2022~~2023 were ~~$259.8~~$133.2 million ~~higher~~lower than for the six months ended June 30, ~~2021.~~2022. A ~~67% increase~~28% decrease in average ~~prices increased~~price decreased revenues by ~~$225.1~~$168.7 million during the six months ended June 30, ~~2022~~2023 compared to the same period in the prior year, ~~while a 6%~~partially offset by an 8% increase in oil production which increased revenues by ~~$34.7~~$35.5 million.

Natural gas revenues were 8% and 16% of the Company’s total revenues for the six months ended June 30, 2023 and 2022, respectively. Natural gas production was 30% and 31% of total production volume for the six months ended June 30, 2023 and 2022, respectively. Natural gas revenues for the six months ended June 30, 2023 were $93.3 million lower than the six months ended June 30, 2022. A 68% decrease in average price decreased revenues by $96.2 million during the six months ended June 30, 2023 compared to the same period in the prior year, partially offset by a 6% increase in natural gas production which increased revenues by $2.9 million.

NGL revenues were 13% and 15% of the Company’s total revenues for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~Natural gas~~NGL production was ~~31%~~27% and ~~29%~~25% of total production volume for the six months ended June 30, ~~2022~~2023 and ~~2021, respectively. Natural gas revenues for the six months ended June 30,~~ 2022, ~~were $72.9 million higher than the six months ended~~

June 30, 2021. A 67% increase in average prices increased revenues by $46.4 million during the six months ended June 30, 2022 compared to the same period in the prior year, while a 23% increase in natural gas production increased revenues by $26.5 million.

NGL revenues were 15% and 12% of the Company’s total revenues for the six months ended June 30, 2022 and 2021, respectively. NGL production was 25% and 23% of total production volume for the six months ended June 30, 2022 and 2021, respectively. NGL revenues for the six months ended June 30, ~~2022~~2023 were ~~$68.6~~$47.3 million ~~higher~~lower than the six months ended June 30, ~~2021. An 81% increase~~2022. A 48% decrease in average ~~prices increased~~price decreased revenues by ~~$45.9~~$59.9 million during the six months ended June 30, ~~2022~~2023 compared to the same period in the prior year, ~~while~~partially offset by a ~~22%~~19% increase in NGL production which increased revenues by ~~$22.7~~$12.6 million.

Operating Expenses and Other Income (Expense). The following table summarizes the Company’s operating expenses and other income (expense) for the periods indicated.


		Six Months Ended					Six Months Ended
(In thousands, except per unit data)	(In thousands, except per unit data)	June 30, 2022		June 30, 2021		(In thousands, except per unit data)	June 30, 2023		June 30, 2022
Operating Expenses:	Operating Expenses:					Operating Expenses:
Lease operating expenses	Lease operating expenses	$	61,348	$	41,363	Lease operating expenses	$	79,167	$	61,348
Gathering, transportation and processing	Gathering, transportation and processing	32,221		20,530		Gathering, transportation and processing	23,121		32,221
Taxes other than income	Taxes other than income	48,293		24,574		Taxes other than income	34,508		48,293
Exploration expenses	Exploration expenses	8,946		2,124		Exploration expenses	11		8,946
Asset retirement obligations accretion	Asset retirement obligations accretion	1,590		2,736		Asset retirement obligations accretion	1,664		1,590
Depreciation, depletion and amortization	Depreciation, depletion and amortization	110,360		86,275		Depreciation, depletion and amortization	147,710		110,360
Amortization of intangible assets		—		9,346
Impairment of oil and natural gas properties						Impairment of oil and natural gas properties	15,735		—
General and administrative expenses	General and administrative expenses	35,601		45,122		General and administrative expenses	38,492		35,601
Total operating expenses	Total operating expenses	$	298,359	$	232,070	Total operating expenses	$	340,408	$	298,359

Other Income (Expense):	Other Income (Expense):					Other Income (Expense):
Interest expense, net	Interest expense, net	$	(16,374)	$	(16,046)	Interest expense, net	$	(662)	$	(16,374)
Loss on derivatives, net		—		(2,486)
Other income (expense), net		6,744		(94)
Total other expense, net		$	(9,630)	$	(18,626)
Other income, net						Other income, net	8,120		6,744
Total other income (expense), net						Total other income (expense), net	$	7,458	$	(9,630)

Average Operating Costs per boe:	Average Operating Costs per boe:					Average Operating Costs per boe:
Lease operating expenses	Lease operating expenses	$	4.64	$	3.59	Lease operating expenses	$	5.43	$	4.64
Gathering, transportation and processing	Gathering, transportation and processing	2.44		1.78		Gathering, transportation and processing	1.58		2.44
Taxes other than income	Taxes other than income	3.65		2.13		Taxes other than income	2.36		3.65
Exploration expenses	Exploration expenses	0.68		0.18		Exploration expenses	—		0.68
Asset retirement obligations accretion	Asset retirement obligations accretion	0.12		0.24		Asset retirement obligations accretion	0.11		0.12
Depreciation, depletion and amortization	Depreciation, depletion and amortization	8.35		7.49		Depreciation, depletion and amortization	10.12		8.35
Amortization of intangible assets		—		0.81
Impairment of oil and natural gas properties						Impairment of oil and natural gas properties	1.08		—
General and administrative expenses	General and administrative expenses	2.69		3.92		General and administrative expenses	2.64		2.69

Lease operating expenses for the six months ended June 30, ~~2022~~2023 were ~~$20.0~~$17.8 million, or ~~$1.05~~$0.79 per boe, higher compared to the corresponding ~~2021~~2022 period, due to increased activity, including workover activity, and an increase in costs, including chemicals, compression, and operating and maintenance ~~costs, workover activities, and additional non-operated activities.~~costs.

~~The gathering,~~Gathering, transportation and processing costs for the six months ended June 30, ~~2022~~2023 were ~~$11.7~~$9.1 million, or ~~$0.66~~$0.86 per boe, ~~higher~~lower than the six months ended June 30, ~~2021,~~2022, primarily due to ~~increased~~lower natural gas ~~production~~ and ~~higher prices.~~NGL prices which resulted in lower processing costs.

Taxes other than income for the six months ended June 30, ~~2022~~2023 were ~~$23.7~~$13.8 million, or ~~$1.52~~$1.29 per boe, ~~higher~~lower compared to the six months ended June 30, ~~2021,~~2022, primarily due to ~~an increase~~a decrease in production taxes as a result of the decrease in oil, natural gas, and NGL revenues.

~~The exploration~~Exploration expenses for the six months ended June 30, ~~2022~~2023 were ~~$6.8~~$8.9 million, or ~~$0.50~~$0.68 per boe, lower than the six months ended June 30, 2022, due to decreased spending on seismic surveying.

DD&A during the six months ended June 30, 2023 was $37.4 million, or $1.77 per boe, higher than the six months ended June 30, ~~2021, due to the purchase of seismic licenses and increased seismic surveying costs.~~

~~DD&A during the six months ended June 30,~~ 2022 ~~was $24.1 million, or $0.86 per boe, higher than the six months ended June 30, 2021~~ due to increased production and a higher depreciable cost basis.

For the six months ended June 30, 2022, the Company did not recognize any amortization of intangible assets, because the intangible assets were fully amortized in June 2021 as a result of the termination of the Non-Compete. During the six months ended June 30, ~~2021,~~2023, the Company recognized ~~$9.3~~a $15.7 million ~~of amortization of intangible assets.~~proved property impairment related to the Highlander property.

General and administrative expenses during the six months ended June 30, ~~2022~~2023 were ~~$9.5~~$2.9 million ~~or $1.23~~higher, but $0.05 per boe lower, than the six months ended June 30, ~~2021,~~2022. General and administrative expenses were higher year over year primarily ~~driven by the reduction in costs~~ due to ~~the termination of the Services Agreement on June 30, 2021, partially offset by~~ higher corporate payroll expenses, ~~related to~~but lower on a per boe basis because of increased ~~employee headcount.~~production.

~~Other income (expense),~~Interest expense, net, during the six months ended June 30, 2023 was $15.7 million lower than the six months ended June 30, 2022, driven by higher interest income realized during 2023 as a result of higher interest rates.

Income tax expense. The following table summarizes the Company’s income tax expense for the periods indicated.


	Three Months Ended				Six Months Ended
(In thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Current income tax expense	$	3,986	$	27,875	$	8,188	$	45,975
Deferred income tax expense	20,861		—		36,264		—
Income tax expense	$	24,847	$	27,875	$	44,452	$	45,975

For the three months ended June 30, 2023, income tax expense was ~~$6.7 million. This is primarily~~$3.0 million lower than the three months ended June 30, 2022, comprised of movements in both current and deferred income taxes. This was primarily driven by a $23.9 million decrease in current income tax expense due to lower taxable income primarily as a result of the ~~receipt~~decline in commodity prices. This was partially offset by $20.9 million of ~~an earnout payment~~deferred income tax expense recognized in 2023 which was not recognized in 2022 due to the existence of a full valuation allowance against net deferred tax assets.

For the six months ended June 30, 2023, income tax expense was $1.5 million lower than the six months ended June 30, 2022, comprised of movements in both current and deferred income taxes. This was primarily driven by a $37.8 million decrease in current income tax expense due to lower taxable income primarily as a result of the decline in commodity prices. This was partially offset by $36.3 million of deferred income tax expense recognized in 2023 which was not recognized in 2022 due to the existence of a full valuation allowance against net deferred tax assets.

As of December 31, 2022, the Company released the valuation allowance against net deferred tax assets. As of June 30, 2023, the Company’s total deferred tax assets were $134.5 million. The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. As of June 30, 2023, the Company assessed the realizability of the deferred tax assets and recorded a valuation allowance of $3.1 million to offset the deferred tax asset created by the capital loss attributable to the Highlander sale. See Note 8— Income Taxes in the ~~second quarter of 2022 associated with the sale of~~Notes to the Company’s ~~35% membership interest~~consolidated financial statements included in ~~Ironwood Eagle Ford Midstream, LLC in 2020.~~this Quarterly Report on Form 10-Q for further detail.

Liquidity and Capital Resources

Magnolia’s primary source of liquidity and capital has been its cash flows from operations. The Company’s primary uses of cash have been for development of the Company’s oil and natural gas properties, returning capital to shareholders, bolt-on acquisitions of oil and natural gas properties, and general working capital needs.

The Company may also utilize borrowings under other various financing sources available to it, including its ~~Amended and Restated~~ RBL Facility and the issuance of equity or debt securities through public offerings or private placements, to fund Magnolia’s acquisitions and long-term liquidity needs. Magnolia’s ability to complete future offerings of equity or debt securities and the timing of these offerings will depend upon various factors, including prevailing market conditions and the Company’s financial condition. The Company anticipates its current cash balance, cash flows from operations, and its available sources of liquidity to be sufficient to meet the Company’s cash requirements.

As of June 30, ~~2022,~~2023, the Company had $400.0 million of principal debt related to the 2026 Senior Notes outstanding and no outstanding borrowings related to the ~~Amended and Restated~~ RBL Facility. As of June 30, ~~2022,~~2023, the Company had ~~$951.9 million~~$1.1 billion of liquidity comprised of the $450.0 million of borrowing base capacity of the ~~Amended and Restated~~ RBL Facility, and ~~$501.9~~$676.6 million of cash and cash equivalents.

Cash and Cash Equivalents

At June 30, ~~2022,~~2023, Magnolia had ~~$501.9~~$676.6 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions in the United States. Deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of such financial institutions and believes that the Company is not exposed to any significant default risk.

2322

Sources and Uses of Cash and Cash Equivalents

The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented:

Six Months Ended
(In thousands) June 30, 2022 June 30, 2021
Sources of cash and cash equivalents
Net cash provided by operating activities $ 618,004 $ 306,031
Uses of cash and cash equivalents
Acquisitions $ (4,347) $ (9,409)
Additions to oil and natural gas properties (207,461) (94,356)
Changes in working capital associated with additions to oil and natural gas properties 25,494 11,814
Class A Common Stock repurchases (92,155) (44,328)
Class B Common Stock purchases and cancellations (138,753) (122,531)
Non-compete settlement — (42,074)
Dividends paid (37,176) —
Distributions to noncontrolling interest owners (16,243) (431)
Other (12,454) (6,995)
(483,095) (308,310)
Net change in cash and cash equivalents $ 134,909 $ (2,279)


	Six Months Ended
(In thousands)	June 30, 2023		June 30, 2022
SOURCES OF CASH AND CASH EQUIVALENTS
Net cash provided by operating activities	$	421,596	$	618,004

USES OF CASH AND CASH EQUIVALENTS
Acquisitions	$	(3,357)	$	(4,347)
Additions to oil and natural gas properties	(225,388)		(207,461)
Changes in working capital associated with additions to oil and natural gas properties	(39,424)		25,494
Class A Common Stock repurchases	(94,942)		(92,155)
Class B Common Stock purchases and cancellations	—		(138,753)
Dividends paid	(44,684)		(37,176)
Distributions to noncontrolling interest owners	(5,599)		(16,243)
Other	(7,075)		(12,454)
Net uses of cash and cash equivalents	(420,469)		(483,095)

NET CHANGE IN CASH AND CASH EQUIVALENTS	$	1,127	$	134,909

Sources of Cash and Cash Equivalents

Net Cash Provided by Operating Activities

Operating cash flows are the Company’s primary source of liquidity and are impacted, in the short- and long-term, by oil and natural gas prices. The factors that determine operating cash flows are largely the same as those that affect net earnings, with the exception of certain non-cash expenses such as DD&A, stock based compensation, amortization of deferred financing costs, ~~the~~gain on sale of assets, impairment of oil and natural gas properties, non-cash ~~portion of~~ exploration expenses, ~~and~~ asset retirement obligations ~~accretion.~~accretion, and deferred income tax expense.

Net cash provided by operating activities totaled ~~$618.0~~$421.6 million and ~~$306.0~~$618.0 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. During the six months ended June 30, ~~2022,~~2023, cash provided by operating activities was ~~positively~~negatively impacted by ~~increased~~a decrease in realized oil and natural gas prices and ~~NGL prices,~~the timing of payments, partially offset by ~~higher operating expenses and income tax payments.~~the timing of collections.

Uses of Cash and Cash Equivalents

Acquisitions

The Company made individually insignificant bolt-on acquisitions and purchase price adjustments during each of the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

Additions to Oil and Natural Gas Properties

The following table sets forth the Company’s capital expenditures for the periods presented:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
(In thousands)	(In thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		(In thousands)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Drilling and completion	Drilling and completion	$	122,018	$	53,808	$	205,375	$	92,658	Drilling and completion	$	86,106	$	122,018	$	225,837	$	205,375
Leasehold acquisition costs	Leasehold acquisition costs	1,213		382		2,086		1,698		Leasehold acquisition costs	637		1,213		(449)		2,086
Total capital expenditures	Total capital expenditures	$	123,231	$	54,190	$	207,461	$	94,356	Total capital expenditures	$	86,743	$	123,231	$	225,388	$	207,461

During the second quarter of ~~2022,~~2023, Magnolia was running a two-rig program. ~~One rig drilled multi-well development pads in the Giddings area. The second rig drilled a mix of wells in both the Karnes and Giddings areas.~~ The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model.

Capital Requirements

~~The~~As of June 30, 2023 the Company’s board of directors ~~has~~had authorized a share repurchase program of up to 30.0 million shares of Class A Common Stock. On July 31, 2023, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, which increases total share repurchase authorization to 40.0 million shares. The program does not require purchases to be made within a particular time frame and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the Company repurchased ~~3.6~~4.7 million and ~~4.0~~3.6 million shares for a total cost of approximately ~~$81.7~~$96.1 million and ~~$44.3~~$81.7 million, respectively.

During the six months ended June 30, 2022, the Company also repurchased 0.6 million shares of Class A Common Stock for $11.6 million from EnerVest Energy Institutional Fund XIV-C, L.P. outside of the share repurchase program.

During the six months ended June 30, 2022, ~~and 2021,~~ Magnolia LLC repurchased and subsequently canceled 5.9 ~~million and 10.0~~ million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $138.8 million ~~and $122.5 million~~ of cash consideration, respectively. As of June 30, ~~2022,~~2023, Magnolia owned approximately ~~86.9%~~89.6% of the interest in Magnolia LLC and the noncontrolling interest was approximately ~~13.1%~~10.4%.

~~In January 2021,~~During the six months ended June 30, 2023, the Company ~~amended the Non-Compete such that, rather than delivering an aggregate~~declared cash dividends to holders of ~~4.0 million shares of~~its Class A Common Stock ~~upon~~totaling $44.5 million. During the ~~two and one-half year and~~same time period, cash paid for dividends was $44.7 million, inclusive of dividends on vested non-participating securities. Additionally, $5.0 million was distributed to the ~~four year anniversaries of July 31, 2018 (the “Closing Date”),~~Magnolia LLC Unit Holders. During the six months ended June 30, 2022, the Company ~~would deliver (i) the~~declared cash ~~value~~dividends to holders of approximately 2.0 million shares of Class A Common Stock and approximately 0.4 million shares of Class A Common Stock on the two and one-half year anniversary of the Closing Date and (ii) an aggregate of 1.6 million shares of Class A Common Stock on the four year anniversary of the Closing Date, in each case subject to the terms and conditions of the Non-Compete. On February 1, 2021, as consideration for compliance with the Non-Compete, the Company paid $17.2 million in cash and issued 0.4 million shares of Class A Common Stock. On June 30, 2021, as part of the Second Non-Compete Amendment, the Company paid $24.9 million in cash in lieu of delivering the remaining 1.6 million shares of Class A Common Stock.

~~On February 3, 2022, the Company’s board of directors declared a cash dividend of $0.20 per share of~~its Class A Common Stock totaling $37.3 million, of which $37.2 million was paid as of June 30, 2022. ~~In addition,~~Additionally, $8.6 million was distributed to the Magnolia LLC Unit Holders. The amount and frequency of future dividends is subject to the discretion of the Company’s board of directors and primarily depends on earnings, capital expenditures, debt covenants, and various other factors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. The Company is subject to market risk exposure related to changes in interest rates on borrowings under the ~~Amended and Restated~~ RBL Facility. Interest on borrowings under the ~~Amended and Restated~~ RBL Facility is based on the SOFR rate or alternative base rate plus an applicable margin. At June 30, ~~2022,~~2023, the Company had no borrowings outstanding under the ~~Amended and Restated~~ RBL Facility.

Commodity Price Risk

Magnolia’s primary market risk exposure is to the prices it receives for its oil, natural gas, and NGL production. The prices the Company ultimately realizes for its oil, natural gas, and NGLs are based on a number of variables, including prevailing index prices attributable to the Company’s production and certain differentials to those index prices. Pricing for oil, natural gas, and NGLs has historically been volatile and unpredictable, and this volatility is expected to continue in the future. The prices the Company receives for production depend on factors outside of its control, including physical markets, supply and demand, financial markets, and national and international policies. A $1.00 per barrel increase (decrease) in the weighted average oil price for the six months ended June 30, ~~2022~~2023 would have increased (decreased) the Company’s revenues by approximately ~~$11.7~~$12.6 million on an annualized basis and a $0.10 per Mcf increase (decrease) in the weighted average natural gas price for the six months ended June 30, ~~2022~~2023 would have increased (decreased) the Company’s revenues by approximately ~~$5.0~~$5.3 million on an annualized basis.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, Magnolia has evaluated, under the supervision and with the participation of its management, including Magnolia’s principal executive officer and principal financial officer, the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, ~~2022.~~2023. Based on such evaluation, Magnolia’s principal executive officer and principal financial officer have concluded that as of such date, the Company’s disclosure controls and procedures were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by it in reports that it files under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and

principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Changes in Internal Control over Financial Reporting

There were no changes in the system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 9—7—Commitments and Contingencies to the consolidated financial statements, which is incorporated herein by reference.

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.

Item 1A. Risk Factors

Please refer to Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (“~~2021~~2022 Form 10-K”), and Part I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q. Any of these factors could result in a significant or material adverse effect on Magnolia’s business, results of operations, or financial condition. There have been no material changes to the Company’s risk factors since its ~~2021~~2022 Form 10-K. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair its business, results of operations, or financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the Company’s share repurchase activities for each period presented:

Period Number of Shares of Class A Common Stock Purchased Average Price Paid per Share Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program
Maximum Number of Shares of Class A Common Stock that May Yet Be Purchased Under the Program (1)
January 1, 2022 - March 31, 2022 (2)
2,050,815 $ 21.85 1,500,000 14,332,455
April 1, 2022 - April 30, 2022 260,254 23.22 260,254 14,072,201
May 1, 2022 - May 31, 2022 855,500 23.15 855,500 13,216,701
June 1, 2022 - June 30, 2022 949,246 23.78 949,246 12,267,455
Total 4,115,815 $ 22.65 3,565,000 12,267,455


Period	Number of Shares of Class A Common Stock Purchased	Average Price Paid per Share	Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Program	Maximum Number of Shares of Class A Common Stock that May Yet Be Purchased Under the Program (1)
January 1, 2023 - March 31, 2023	2,400,000	21.36	2,400,000	6,467,105
April 1, 2023 - April 30, 2023	189,627	21.18	189,627	6,277,478
May 1, 2023 - May 31, 2023	1,262,500	19.57	1,262,500	5,014,978
June 1, 2023 - June 30, 2023	797,873	20.18	797,873	4,217,105
Total	4,650,000	20.66	4,650,000	4,217,105

(1)~~The~~As of June 30, 2023, the Company’s board of directors ~~has~~had authorized a share repurchase program of up to 30.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame.

~~(2)The Company repurchased 0.6~~ On July 31, 2023, the Company’s board of directors increased the share repurchase authorization by an additional 10.0 million shares of Class A Common Stock, ~~for $11.6 million in a privately negotiated transaction with EnerVest Energy Institutional Fund XIV-C, L.P. outside of the~~which increases total share repurchase ~~program.~~

~~During the six months ended June 30, 2022, outside of the share repurchase program, Magnolia LLC repurchased and subsequently canceled a total of 5.9~~authorization to 40.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for cash consideration of $138.8 million at an average price of $23.32 per share. There is no public market for the Class B Common Stock. For further detail, see ~~Note 11—Stockholders’ Equity~~ ~~in the Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.~~shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Not applicable.~~Trading Arrangements

During the three and six months ended June 30, 2023 no director or officer of Magnolia adopted or terminated any Rule 10b5–1 trading arrangement or any non-Rule 10b5–1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Adoption of Executive Severance Plan

On July 31, 2023, the Company’s board of directors adopted the Magnolia Oil & Gas Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”), effective as of August 1, 2023, covering eligible executives, including the Company’s named executive officers (the “NEOs”), Christopher G. Stavros, President and Chief Executive Officer, Brian M. Corales, Senior Vice President and Chief Financial Officer, Timothy D. Yang, Executive Vice President, General Counsel, Corporate Secretary and Land, and Steve F. Millican, Senior Vice President, Operations. The Executive Severance Plan will be administered by the Compensation Committee of the board of directors.

Upon a termination of a participant’s employment by the Company without Cause or due to the participant’s resignation for Good Reason (each as defined in the Executive Severance Plan) (each, a “Qualifying Termination”), the participant will be eligible to receive, subject to the execution and non-revocation of a release of claims and continued compliance with restrictive covenants, the following: (a) a cash payment equal to the product of (i) 2.0 for Mr. Stavros, or 1.5 for the other NEOs (the “Applicable Severance Multiple”), multiplied by (ii) the sum of the participant’s base salary and total bonus opportunity, payable in a lump sum; (b) a prorated portion of the participant’s total bonus opportunity, payable in a lump sum; (c) payment of any unpaid annual bonus in respect of any completed prior calendar year, payable in a lump sum; (d) during the 24-month period for Mr. Stavros, or the 18-month period for the other NEOs, following termination of employment (the “Applicable Benefit Period”), payment or reimbursement of the participant’s COBRA premiums; and (e) outplacement benefits for up to 18 months.

In the event of a Qualifying Termination during the 24-month period following a Change in Control (as defined in the Executive Severance Plan), (a) the Applicable Severance Multiple and the Applicable Benefit Period will increase accordingly (to 3.0 and 36 months, respectively, for Mr. Stavros, and to 2.5 and 30 months, respectively, for the other NEOs), and (b) any unvested equity awards (i) that are subject to time-based vesting will accelerate and fully vest as of the date of termination, or (ii) that are subject to performance-based vesting will accelerate and vest as of the date of termination based on the greater of target and actual performance measured as of the date of the Change in Control. The Executive Severance Plan provides for a 12-month post-employment non-compete and non-solicit, as well as other customary restrictive covenants.

The foregoing description of the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Executive Severance Plan, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.2 and incorporated herein by reference.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:


Exhibit Number						Description

3.1*						Second Amended and Restated Certificate of Incorporation of the Company, dated as of July 31, 2018 (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed on August 6, 2018 (File No. 001-38083)).

3.2*						Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 filed with the Registration Statement on Form S-1 filed on April 17, 2017 (File No. 333-217338)).

10.1**						Form of 2023 Non-Employee Director Restricted Stock Unit Grant Notice and attached Form of Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended.

10.2**						Magnolia Oil & Gas Co rporation E xecutive Severance and Change in Control Plan.

31.1**						Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**						Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***						Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**						XBRL Instance Document.

101.SCH**						XBRL Taxonomy Extension Schema Document.

101.CAL**						XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**						XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**						XBRL Taxonomy Extension Presentation Linkbase Document.

104**						Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

* Incorporated herein by reference as indicated.

** Filed herewith.

*** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MAGNOLIA OIL & GAS CORPORATION

Date: August ~~3, 2022~~	~~By:~~	~~/s/ Stephen Chazen~~
		~~Stephen Chazen~~
		~~Chief Executive Officer (Principal Executive Officer)~~

~~Date: August 3, 2022~~2, 2023	By:	/s/ Christopher Stavros
		Christopher Stavros
		Chief Executive Officer (Principal Executive Officer)


Date: August 2, 2023	By:	/s/ Brian Corales
		Brian Corales
		Chief Financial Officer (Principal Financial Officer)

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