Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 24, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38083 | ||
Entity Registrant Name | Magnolia Oil & Gas Corp | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-5365682 | ||
Entity Address, Address Line One | Nine Greenway Plaza, Suite 1300 | ||
Entity Address, City or Town | Houston, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77046 | ||
City Area Code | 713 | ||
Local Phone Number | 842-9050 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | ||
Trading Symbol | MGY | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.3 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2020 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001698990 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 167,331,253 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 85,789,814 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 182,633 | $ 135,758 |
Accounts receivable | 105,775 | 140,284 |
Drilling advances | 299 | 12,259 |
Other current assets | 4,511 | 4,058 |
Total current assets | 293,218 | 292,359 |
PROPERTY, PLANT AND EQUIPMENT | ||
Oil and natural gas properties | 3,815,221 | 3,250,742 |
Other | 3,087 | 360 |
Accumulated depreciation, depletion and amortization | (701,551) | (177,898) |
Total property, plant and equipment, net | 3,116,757 | 3,073,204 |
OTHER ASSETS | ||
Deferred financing costs, net | 8,390 | 10,731 |
Equity method investment | 19,730 | 18,873 |
Intangible assets, net | 23,851 | 38,356 |
Other long-term assets | 4,460 | 0 |
TOTAL ASSETS | 3,466,406 | 3,433,523 |
CURRENT LIABILITIES | ||
Accounts payable | 79,428 | 76,302 |
Other current liabilities (Note 7) | 95,780 | 121,059 |
Total current liabilities | 175,208 | 197,361 |
LONG-TERM LIABILITIES | ||
Long-term debt, net | 389,835 | 388,635 |
Asset retirement obligations, net of current | 93,524 | 84,979 |
Deferred taxes, net | 77,834 | 54,593 |
Other long-term liabilities | 1,476 | 0 |
Total long-term liabilities | 562,669 | 528,207 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
Additional paid-in capital | 1,703,362 | 1,641,237 |
Treasury Stock, at cost, 1,000 shares in 2019 | (10,277) | 0 |
Retained earnings | 82,940 | 35,507 |
Noncontrolling interest | 952,478 | 1,031,186 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,466,406 | 3,433,523 |
Class A Common Stock | ||
Common stock | 17 | 16 |
Class B Common Stock | ||
Common stock | $ 9 | $ 9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / sharesshares |
Treasury stock (in shares) | 1,000,000 |
Class A Common Stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,300,000,000 |
Common stock, shares issued (in shares) | 168,318,000 |
Common stock, shares outstanding (in shares) | 167,318,000 |
Class B Common Stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 225,000,000 |
Common stock, shares issued (in shares) | 85,790,000 |
Common stock, shares outstanding (in shares) | 85,790,000 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
REVENUES | ||||
Total revenues | $ 433,218 | $ 449,186 | $ 936,142 | $ 403,194 |
OPERATING EXPENSES | ||||
Lease operating expenses | 93,788 | |||
Lease operating expenses | 30,753 | 23,513 | 27,520 | |
Gathering, transportation, and processing | 14,445 | 12,929 | 34,924 | 16,259 |
Taxes other than income | 23,170 | 23,763 | 53,728 | 20,193 |
Exploration expense | 11,882 | 492 | 12,741 | 700 |
Asset retirement obligation accretion | 1,668 | 104 | 5,512 | 232 |
Depreciation, depletion and amortization | 177,890 | 137,871 | 523,572 | 129,711 |
Amortization of intangible assets | 6,044 | 0 | 14,505 | 0 |
General and administrative expenses | 28,801 | 12,710 | 69,432 | 18,568 |
Transaction related costs | 24,607 | 0 | 438 | 0 |
Total operating costs and expenses | 319,260 | 211,382 | 808,640 | 213,183 |
OPERATING INCOME | 113,958 | 237,804 | 127,502 | 190,011 |
OTHER INCOME (EXPENSE) | ||||
Income from equity method investee | 773 | 711 | 857 | 113 |
Interest expense, net | (12,454) | 0 | (28,356) | 0 |
Loss on derivatives, net | 0 | (18,127) | 0 | (8,488) |
Other income (expense), net | (8,374) | (50) | (238) | (21) |
Total other income (expense) | (20,055) | (17,466) | (27,737) | (8,396) |
INCOME BEFORE INCOME TAXES | 93,903 | 220,338 | 99,765 | 181,615 |
Income tax expense | 11,455 | 1,785 | 14,760 | 2,741 |
NET INCOME | 82,448 | 218,553 | 85,005 | 178,874 |
LESS: Net income attributable to noncontrolling interest | 43,353 | 34,809 | ||
NET INCOME ATTRIBUTABLE TO MAGNOLIA | 39,095 | 50,196 | ||
LESS: Non-cash deemed dividend related to warrant exchange | 0 | 0 | 2,763 | 0 |
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK | $ 39,095 | $ 47,433 | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 154,527 | 161,886 | ||
Diluted (in shares) | 158,232 | 167,047 | ||
Class A Common Stock | ||||
OTHER INCOME (EXPENSE) | ||||
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK | $ 39,095 | $ 47,433 | ||
NET INCOME PER SHARE OF CLASS A COMMON STOCK | ||||
Basic (in dollars per share) | $ 0.25 | $ 0.29 | ||
Diluted (in dollars per share) | $ 0.25 | $ 0.28 | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 154,527 | 161,886 | ||
Diluted (in shares) | 158,232 | 167,047 | ||
Oil revenues | ||||
REVENUES | ||||
Total revenues | $ 342,093 | 399,124 | $ 771,981 | 350,204 |
Natural gas revenues | ||||
REVENUES | ||||
Total revenues | 42,979 | 22,135 | 93,745 | 25,916 |
Natural gas liquids revenues | ||||
REVENUES | ||||
Total revenues | $ 48,146 | $ 27,927 | $ 70,416 | $ 27,074 |
Combined Statement of Changes i
Combined Statement of Changes in Parents’ Net Investment and Consolidated Statements of Changes in Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Tranche I | Tranche II | Tranche III | Total Stockholders’ Equity | Common StockClass A Common Stock | Common StockClass A Common StockTranche I | Common StockClass A Common StockTranche II | Common StockClass A Common StockTranche III | Common StockClass B Common Stock | Common StockClass B Common StockTranche I | Common StockClass B Common StockTranche II | Common StockClass B Common StockTranche III | Common StockClass F Common Stock | Additional Paid In Capital | Treasury Stock | Retained Earnings | Noncontrolling Interest |
Balance at beginning of period at Dec. 31, 2016 | $ 1,361,918 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Parents’ contribution, net | 57,046 | |||||||||||||||||
Net income | 178,874 | |||||||||||||||||
Balance at end of period at Dec. 31, 2017 | 1,597,838 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Parents’ contribution, net | 62,641 | |||||||||||||||||
Net income | 218,553 | |||||||||||||||||
Balance at end of period at Jul. 30, 2018 | 1,879,032 | |||||||||||||||||
Balance at end of period (in shares) at Jul. 30, 2018 | 3,052 | 0 | 16,250 | |||||||||||||||
Balance at end of period at Jul. 30, 2018 | 4,784 | $ 4,784 | $ 0 | $ 0 | $ 2 | $ 8,370 | $ (3,588) | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Class A Common Stock released from possible redemption (in shares) | 61,948 | |||||||||||||||||
Class A Common Stock released from possible redemption | 619,479 | 619,479 | $ 6 | 619,473 | ||||||||||||||
Class A Common Stock redeemed (in shares) | (1) | |||||||||||||||||
Class A Common Stock redeemed | (9) | (9) | (9) | |||||||||||||||
Conversion of Common Stock from Class F to Class A at closing of Business Combination (in shares) | 16,250 | (16,250) | ||||||||||||||||
Conversion of Common Stock from Class F to Class A at closing of Business Combination | 0 | $ 2 | $ (2) | |||||||||||||||
Common stock issued as part of the Business Combination (in shares) | 31,791 | 83,939 | ||||||||||||||||
Common stock issued as part of the Business Combination | 1,423,484 | 391,029 | $ 3 | $ 9 | 391,017 | 1,032,455 | ||||||||||||
Common stock issued in private placement (in shares) | 35,500 | |||||||||||||||||
Common stock issued in private placement | 355,000 | 355,000 | $ 4 | 354,996 | ||||||||||||||
Earnout consideration issued as part for the Business Combination | 149,700 | 41,371 | 41,371 | 108,329 | ||||||||||||||
Non-compete consideration | 44,400 | 44,400 | 44,400 | |||||||||||||||
Changes in ownership interest adjustment and in deferred tax liability | 0 | 206,966 | 206,966 | (206,966) | ||||||||||||||
Changes in deferred tax liability | (52,787) | (52,787) | (52,787) | |||||||||||||||
Balance at end of period (in shares) at Jul. 31, 2018 | 148,540 | 83,939 | 0 | |||||||||||||||
Balance at end of period at Jul. 31, 2018 | 2,544,051 | 1,610,233 | $ 15 | $ 9 | $ 0 | 1,613,797 | (3,588) | 933,818 | ||||||||||
Balance at beginning of period at Jul. 30, 2018 | 1,879,032 | |||||||||||||||||
Balance at beginning of period (in shares) at Jul. 30, 2018 | 3,052 | 0 | 16,250 | |||||||||||||||
Balance at beginning of period at Jul. 30, 2018 | 4,784 | 4,784 | $ 0 | $ 0 | $ 2 | 8,370 | (3,588) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 82,448 | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 156,333 | 93,346 | 0 | 0 | ||||||||||||||
Balance at end of period at Dec. 31, 2018 | 2,707,955 | 1,676,769 | $ 16 | $ 9 | $ 0 | 1,641,237 | $ 0 | 35,507 | 1,031,186 | |||||||||
Balance at beginning of period (in shares) at Jul. 31, 2018 | 148,540 | 83,939 | 0 | |||||||||||||||
Balance at beginning of period at Jul. 31, 2018 | 2,544,051 | 1,610,233 | $ 15 | $ 9 | $ 0 | 1,613,797 | (3,588) | 933,818 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock based compensation expense, net of forfeitures | 1,851 | 1,851 | 1,851 | |||||||||||||||
Common stock issued as part of the Business Combination (in shares) | 4,200 | |||||||||||||||||
Common stock issued as part of the Business Combination | 58,212 | 58,212 | $ 1 | 58,211 | ||||||||||||||
Issuance of earnout share consideration (in shares) | 1,244 | 1,244 | 1,105 | 3,256 | 3,256 | 2,895 | ||||||||||||
Issuance of earnout share consideration | $ 0 | $ 0 | $ 0 | |||||||||||||||
Net income | 82,448 | 39,095 | 39,095 | 43,353 | ||||||||||||||
Changes in ownership interest adjustment and in deferred tax liability | 0 | (54,015) | (54,015) | 54,015 | ||||||||||||||
Changes in deferred tax liability | 21,393 | 21,393 | 21,393 | |||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 156,333 | 93,346 | 0 | 0 | ||||||||||||||
Balance at end of period at Dec. 31, 2018 | 2,707,955 | 1,676,769 | $ 16 | $ 9 | $ 0 | 1,641,237 | $ 0 | 35,507 | 1,031,186 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock based compensation expense, net of forfeitures | 11,089 | 11,089 | 11,089 | |||||||||||||||
Common stock issued as part of the Business Combination (in shares) | 3,055 | |||||||||||||||||
Common stock issued as part of the Business Combination | 33,693 | 33,693 | 33,693 | |||||||||||||||
Final settlement adjustment related to Business Combination (in shares) | (496) | (1,556) | ||||||||||||||||
Final settlement adjustment related to Business Combination | (25,245) | (6,095) | (6,095) | (19,150) | ||||||||||||||
Common stock issued in connection with warrants exchange (in shares) | 9,179 | |||||||||||||||||
Common stock issued in connection with warrants exchange | (2,232) | (2,232) | $ 1 | 530 | (2,763) | |||||||||||||
Common stock issued related to stock based compensation, net (in shares) | 248 | |||||||||||||||||
Common stock issued related to stock based compensation, net | (771) | (771) | (771) | |||||||||||||||
Class A Common Stock repurchase (in shares) | 1,000 | |||||||||||||||||
Class A Common Stock repurchase | (10,277) | (10,277) | $ (10,277) | |||||||||||||||
Class B Common Stock repurchase (in shares) | (6,000) | |||||||||||||||||
Class B Common Stock repurchase | (69,093) | (69,093) | ||||||||||||||||
Contributions from noncontrolling interest owners | 8,809 | 8,809 | ||||||||||||||||
Distributions to noncontrolling interest owners | (1,424) | (1,424) | ||||||||||||||||
Net income | 85,005 | 50,196 | 50,196 | 34,809 | ||||||||||||||
Changes in ownership interest adjustment and in deferred tax liability | (8,980) | 23,679 | 23,679 | (32,659) | ||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 168,319 | 85,790 | 1,000 | |||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 2,728,529 | $ 1,776,051 | $ 17 | $ 9 | $ 1,703,362 | $ (10,277) | $ 82,940 | $ 952,478 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income | $ 82,448 | $ 82,448 | $ 218,553 | $ 85,005 | $ 178,874 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation, depletion and amortization | 177,890 | 177,890 | 137,871 | 523,572 | 129,711 | |
Amortization of intangible assets | 6,044 | 6,044 | 0 | 14,505 | 0 | |
Exploration expense, non-cash | 567 | 0 | 1,154 | 0 | ||
Asset retirement obligations accretion expense | 1,668 | 1,668 | 104 | 5,512 | 232 | |
Amortization of deferred financing costs | 1,461 | 0 | 3,541 | 0 | ||
Loss on derivatives, net | 0 | 0 | 18,127 | 0 | 8,488 | |
Cash settlements of matured derivative contracts | 0 | (27,617) | 0 | (1,097) | ||
Deferred taxes | 12,128 | 12,128 | 324 | 14,261 | 2,052 | |
Contingent consideration change in fair value | 6,700 | 0 | 0 | 0 | ||
Stock based compensation | 1,851 | 0 | 11,089 | 0 | ||
Other | (773) | (796) | (677) | (397) | ||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (50,610) | (61,405) | 7,952 | (70,822) | ||
Prepaid expenses and other assets | (2,533) | 0 | 357 | 0 | ||
Accounts payable | 25,041 | 36 | (6,834) | 10,522 | ||
Drilling advances | (9,559) | 0 | 11,960 | 0 | ||
Other assets and liabilities, net | 53,147 | (385) | (23,778) | (192) | ||
Net cash provided by operating activities | 305,470 | 284,812 | 647,619 | 257,371 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Proceeds withdrawn from Trust Account | 656,078 | 0 | 0 | 0 | ||
Acquisition of EnerVest properties | (1,219,217) | 0 | 4,250 | 0 | ||
Acquisitions, other | (146,532) | (150,139) | (93,221) | (58,653) | ||
Additions to oil and natural gas properties | (141,619) | (197,314) | (435,035) | (247,426) | ||
Purchase of and contributions to equity method investment | 0 | 0 | 0 | (8,338) | ||
Payment of Contingent Consideration | (26,000) | 0 | 0 | 0 | ||
Other investing | (350) | 0 | (242) | 0 | ||
Net cash used in investing activities | (877,640) | (347,453) | (524,248) | (314,417) | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||
Parents’ contribution, net | 0 | 62,641 | 0 | 57,046 | ||
Contributions from noncontrolling interest owners | 0 | 0 | 7,301 | 0 | ||
Distributions to noncontrolling interest owners | 0 | 0 | (1,424) | 0 | ||
Issuance of common stock | 355,000 | 0 | 0 | 0 | ||
Proceeds from issuance of long term debt | 400,000 | 0 | 0 | 0 | ||
Repayments of deferred underwriting compensation | (22,750) | 0 | 0 | 0 | ||
Cash paid for debt issuance costs | (23,336) | 0 | 0 | 0 | ||
Other financing activities | (1,009) | 0 | (3,003) | 0 | ||
Net cash provided by (used in) financing activities | 707,905 | 62,641 | (76,496) | 57,046 | ||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 135,735 | 0 | 46,875 | 0 | ||
Cash and cash equivalents – Beginning of period | 0 | 23 | 0 | 135,758 | 0 | $ 0 |
Cash and cash equivalents – End of period | $ 135,758 | 135,758 | 0 | 182,633 | 0 | $ 135,758 |
Class A Common Stock | ||||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||
Common Stock repurchase | 0 | 0 | (10,277) | 0 | ||
Class B Common Stock | ||||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||
Common Stock repurchase | $ 0 | $ 0 | $ (69,093) | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Organization and nature of operations 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 Field 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. Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) was incorporated in Delaware on February 14, 2017. On March 15, 2018, the Company formed three wholly owned subsidiaries: Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), Magnolia Oil & Gas Intermediate LLC (“Magnolia Intermediate”), and Magnolia Oil & Gas Operating LLC (“Magnolia Operating”), all of which are Delaware limited liability companies formed in contemplation of the Business Combination (as defined herein). Business Combination On July 31, 2018 (the “Closing Date”), the Company and Magnolia LLC consummated the acquisition of the following: • certain right, title, and interest in certain oil and natural gas assets located primarily in the Karnes County portion of the Eagle Ford Shale in South Texas (the “Karnes County Assets” and, such business the “Karnes County Business”) pursuant to that certain Contribution and Merger Agreement (as subsequently amended, the “Karnes County Contribution Agreement”), by and among the Company, Magnolia LLC, and certain affiliates (the “Karnes County Contributors”) of EnerVest Ltd. (“EnerVest”); • certain right, title, and interest in certain oil and natural gas assets located primarily in the Giddings Field of the Austin Chalk (the “Giddings Assets”) pursuant to that certain Purchase and Sale Agreement (the “Giddings Purchase Agreement”) by and among Magnolia LLC and certain affiliates of EnerVest (the “Giddings Sellers”); and • a 35% membership interest (the “Ironwood Interests”) in Ironwood Eagle Ford Midstream LLC (“Ironwood”), a Texas limited liability company, which owns an Eagle Ford gathering system, pursuant to that certain Membership Interest Purchase Agreement (together with the transactions contemplated by the Karnes County Contribution Agreement and the Giddings Purchase Agreement, the “Business Combination Agreements,” and the transactions contemplated thereby, the “Business Combination”), by and among Magnolia LLC and certain affiliates of EnerVest (the “Ironwood Sellers”). The Company consummated the Business Combination for an aggregate consideration of approximately $1.2 billion in cash, 31.8 million shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), 83.9 million shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), and a corresponding number of units in Magnolia LLC (the “Magnolia LLC Units”), as well as certain earnout rights payable in a combination of cash and additional equity securities in the Company. In connection with the Business Combination, Magnolia issued and sold 35.5 million shares of Class A Common Stock in a private placement to certain qualified institutional buyers and accredited investors for gross proceeds of $355.0 million (the “PIPE Investment”). In addition, Magnolia Operating and Magnolia Oil & Gas Finance Corp., a wholly owned subsidiary of Magnolia Operating (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), issued and sold $400.0 million aggregate principal amount of 6.0% Senior Notes due 2026 (the “2026 Senior Notes”). The proceeds of the PIPE Investment and the offering of 2026 Senior Notes were used to fund a portion of the cash consideration required to effect the Business Combination. Basis of Presentation In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company was the acquirer in the Business Combination and the Karnes County Business, the Giddings Assets, and the Ironwood Interests were the acquirees. The Karnes County Business including, as applicable, its ownership of the Ironwood Interests, was deemed the “Predecessor” for periods prior to the Business Combination, and does not include the consolidation of the Company and the Giddings Assets. Although the Karnes County Contributors are not under common control, each were managed by the same managing general partner, EnerVest, and as such, the Predecessor financial statements have been presented on a combined basis for financial reporting purposes. For the periods on or after the Business Combination, the Company, including the combination of the Karnes County Business, the Giddings Assets, and the Ironwood Interests, is the accounting successor (“Successor”). The financial statements and certain footnote presentations separate the Company’s presentations into two distinct periods, the period before the consummation of the Business Combination, which includes the year ended December 31, 2017 (the “2017 Predecessor Period”) and the period from January 1, 2018 to July 30, 2018 (the “2018 Predecessor Period”); and the period after the Business Combination, which includes the period from July 31, 2018 to December 31, 2018 (the “2018 Successor Period”) and the year ended December 31, 2019 (the “2019 Successor Period”). The Business Combination was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed. As a result of the inclusion of the Giddings Assets, the new basis of accounting, and certain other items that affect comparability, the Company’s financial information prior to the Business Combination is not comparable to its financial information subsequent to the Business Combination. The assets, liabilities, revenues, expenses, and cash flows related to the Karnes County Business were not previously separately accounted for as a standalone legal entity and have been carved out of the overall assets, liabilities, revenues, expenses, and cash flows from the Karnes County Contributors as appropriate. In addition, Parents’ Net Investment represents the Karnes County Contributors’ interest in the recorded net assets of the Karnes County Business and represents the cumulative net investment of the Karnes County Contributors’ in the Karnes County Business through the dates presented, inclusive of cumulative operating results. The Karnes County Contributors utilized EnerVest’s centralized processes and systems for its treasury services and the Karnes County Business’ cash activity was commingled with other oil and gas assets that were not part of the Business Combination. As such, the net results of the cash transactions between the Karnes County Business and the Karnes County Contributors are reflected as Parents’ contributions and distributions in the accompanying Combined Statement of Changes in Parents’ Net Investment. The Predecessor financial statements also include a portion of indirect costs for salaries and benefits, rent, accounting, legal services, and other expenses. In addition to the allocation of indirect costs, the financial statements reflect certain agreements executed by the Karnes County Contributors for the benefit of the Karnes County Business, including price risk management instruments. The allocations methodologies for significant allocated items include: Corporate G&A - EnerVest, as managing general partner of the Karnes County Contributors, provided management, accounting, and advisory services to the Karnes County Contributors in exchange for a quarterly management fee based on the Karnes County Contributors’ investor commitments, which were used, in part, to acquire the Karnes County Business as well as other oil and natural gas properties that were not part of the Business Combination. As such, the management fee was allocated to the Karnes County Business using a ratio of asset acquisitions value to total asset acquisitions completed by the Karnes County Contributors, for the Predecessor Period. Derivatives - Certain Karnes County Contributors entered into financial instruments to manage the Karnes County Business’ exposure to changes in commodity prices for the Karnes County Business as well as other oil and natural gas properties that were not part of the Business Combination, on a combined basis. The commodity derivative activity was allocated to the Karnes County Business using a ratio of expected crude oil and condensate, NGLs, and natural gas volumes produced, on an equivalents basis, by the Karnes County Business to the Karnes County Contributors’ total expected crude oil and condensate, NGLs, and natural gas produced, on an equivalents basis, for the Predecessor Period. Indebtedness - The Karnes County Business did not historically have outstanding indebtedness, but its oil and natural gas properties were collateral to various credit facilities held by the Karnes County Contributors and/or EnerVest. Amounts outstanding on these credit facilities have not been allocated to the Karnes County Business as they were not directly attributable to the Karnes County Business. Management believes the allocation methodologies used are reasonable and result in an allocation of the indirect costs and other items to operate the Karnes County Business as if it were a stand-alone entity. These allocations, however, may not be indicative of the cost of future operations or the amount of future allocations. Direct costs were included at the historical amounts related to each reported period. The accompanying consolidated and combined financial statements have been prepared in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation (Successor) The consolidated financial statements have been prepared in accordance with GAAP. 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 the interest owned by the Karnes County Contributors through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note 13—Stockholders’ Equity for further discussion of noncontrolling interest. Variable Interest Entities Magnolia LLC is a variable interest entity (“VIE”). The Company determined that it is the primary beneficiary of Magnolia LLC as the Company is the sole managing member and has the power to direct the activities most significant to Magnolia LLC’s economic performance as well as the obligation to absorb losses and receive benefits that are potentially significant. At December 31, 2019 , the Company had an approximate 66.1% economic interest in Magnolia LLC and 100% of Magnolia LLC’s assets, liabilities, and results of operations are consolidated in the Company’s consolidated financial statements contained herein. At December 31, 2019 , the Karnes County Contributors had approximately 33.9% economic interest in Magnolia LLC; however, the Karnes County Contributors have disproportionately fewer voting rights, and are shown as noncontrolling interest holders of Magnolia LLC. See Note 13—Stockholders’ Equity for further discussion of noncontrolling interest. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the assessment of asset retirement obligations, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows, and the estimates of fair value for long-lived assets. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and short-term, highly liquid investments that are readily convertible to cash. Cash and cash equivalents were approximately $182.6 million and $135.8 million at December 31, 2019 , and December 31, 2018 , respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the historical carrying amount net of write-offs and an allowance for doubtful accounts. The carrying amount of the Company’s accounts receivable approximates fair value because of the short-term nature of the instruments. The Company routinely assesses the collectability of all material trade and other receivables. The Company’s receivables consist mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. The Company accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. The Company had no allowance for doubtful accounts as of December 31, 2019 or December 31, 2018 . Oil and Natural Gas Properties The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead are expensed as incurred. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. If an exploratory well provides evidence to justify potential development of reserves, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory well costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed. Unproved properties are assessed for impairment at least annually and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Unproved properties are assessed for impairment based on the Company’s current exploration plans. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and gas properties. Costs of maintaining and retaining unproved properties, as well as impairment of unsuccessful leases, are included in “Exploration expense” in the consolidated and combined statements of operations. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of crude oil and natural gas, are capitalized. Depreciation of the cost of proved oil and gas properties is calculated using the unit-of-production method. The reserve base used to calculate depreciation for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate the depreciation for capitalized costs for exploratory and development wells is the sum of proved developed reserves only. Estimated future abandonment costs, net of salvage values, are included in the depreciable cost. Oil and gas properties are grouped for depreciation in accordance with the Accounting Standards Codification (“ASC”) ASC 932 “Extractive Activities—Oil and Gas” (“ASC 932”). The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field. When circumstances indicate that proved oil and gas properties may be impaired, the Company compares unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820, “Fair Value Measurements” (“ASC 820”). If applicable, the Company may utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. Asset Retirement Costs and Obligations Asset retirement obligations (“ARO”) represent the present value of the estimated cash flows expected to be incurred to plug, abandon, and remediate producing properties, excluding salvage values, at the end of their productive lives in accordance with applicable laws. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment, and remediation costs, well life, inflation, and credit-adjusted risk-free rate. The inputs are calculated based on historical data as well as current estimates. When the liability is initially recorded, the carrying amount of the related long-lived asset is increased. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized over the useful life of the related asset using the unit of production method and is included in “Depreciation, depletion and amortization” in the Company’s consolidated and combined statements of operations. If the ARO is settled for an amount other than the recorded amount, a gain or loss is recognized. To estimate the fair value of an asset retirement obligation, the Company employs a present value technique, which reflects certain assumptions, including its credit‑adjusted risk‑free interest rate, inflation rate, the estimated settlement date of the liability, and the estimated cost to settle the liability. Changes in timing or to the original estimate of cash flows will result in changes to the carrying amount of the liability and related long lived asset. Intangible Assets (Successor) Concurrent with the closing of the Business Combination, the Company and EnerVest entered into a non-compete agreement (the “Non-Compete”) pursuant to which EnerVest and certain of its affiliates are restricted from competing with the Company in certain counties comprising the Eagle Ford Shale. The Company recorded an estimated cost of $44.4 million for the Non-Compete as intangible assets on the consolidated balance sheet of the Successor. These intangible assets have a definite life and are subject to amortization utilizing the straight-line method over their economic life, currently estimated to be two and one half to four years . Magnolia assesses intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment is recognized in the consolidated statements of operations if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. For the year ended December 31, 2019 , no impairment was recorded. For more discussion on the Non-Compete, refer to Note 6 - Intangible Assets. Fair Value Measurements ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions, and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II 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 III—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. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Equity Method Investment The Company accounts for its investment in Ironwood using the equity method of accounting. Accordingly, the Company recognizes its proportionate share of Ironwood’s net income in the consolidated and combined statements of operations as “Income from equity method investee.” Any distributions by Ironwood would decrease the Company’s investment in Ironwood. The Company evaluates its investment in Ironwood for potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of Ironwood that was other than temporary. Income Taxes (Predecessor) The Karnes County Contributors, on behalf of the Predecessor, had elected under the Internal Revenue Code provisions to be treated as individual partnerships for tax purposes. Accordingly, items of income, expense, gains, and losses flowed through to the partners and were taxed at the partner level. Accordingly, no tax provision for federal income taxes was included in the financial statements. The Predecessor was subject to the Texas margin tax, which is considered a state income tax, and was included in “Income Tax Expense” on the statements of operations. The Predecessor recorded state income tax (current and deferred) based on taxable income, as defined under the rules for the margin tax. The Predecessor analyzed each income tax position using a two-step process. A determination was first made as to whether it was more likely than not that the income tax position would be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position was expected to meet the more likely than not criteria, the benefit recorded in the combined financial statements equaled the largest amount that was greater than 50% likely to be realized upon its ultimate settlement. The Predecessor considered its exposure for uncertain tax positions at the state tax level and did no t record any liabilities for uncertain tax positions for the year ended December 31, 2017. The Predecessor recorded income tax, related interest, and penalties, if any, as a component of income tax expense. The Predecessor did no t incur any interest or penalties on income for the period from January 1, 2018 to July 30, 2018 or during the year ended December 31, 2017. None of the Karnes County Contributors’ state tax returns are currently under examination by the relevant authorities. Income Taxes (Successor) Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Derivatives (Predecessor) The Karnes County Contributors, on behalf of the Predecessor, monitored the exposure to various business risks, including commodity price risk, and used derivatives to manage the impact of certain of these risks. The Karnes County Contributors used energy derivatives for mitigating risk resulting from fluctuations in the market price of oil, natural gas, and NGLs, and their policies did not permit the use of derivatives for speculative purposes. The Predecessor elected not to designate its derivatives as hedging instruments. Changes in the fair value of derivatives were recorded immediately to earnings as “Loss on derivatives, net” in the combined statement of operations. Purchase Price Allocation Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business and recording deferred taxes for any differences between the allocated values and tax basis of assets and liabilities. Any excess of the purchase price over the amounts assigned to assets and liabilities is recorded as goodwill. The purchase price allocation is accomplished by recording each asset and liability at its estimated fair value. Estimated deferred taxes are based on available information concerning the tax basis of the acquired company’s assets, liabilities, and tax-related carryforwards at the merger date, although such estimates may change in the future as additional information becomes known. The amount of goodwill recorded in any particular business combination can vary significantly depending upon the values attributed to assets acquired and liabilities assumed relative to the total acquisition cost. When estimating the fair values of assets acquired and liabilities assumed, the Company must apply various assumptions. The most significant assumptions relate to the estimated fair values assigned to proved and unproved crude oil and natural gas properties. To estimate the fair values of these properties, the Company prepares estimates of crude oil and natural gas reserves. Estimated fair values assigned to assets acquired can have a significant effect on results of operations in the future. Commitments and Contingencies Accruals for loss contingencies arising from claims, assessments, litigation, environmental, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Refer to Note 11 - Commitments and Contingencies for additional information. Revenue Recognition (Predecessor) Oil, natural gas, and NGL revenues were recognized when production was sold to a purchaser at a fixed or determinable price, when delivery had occurred and title had transferred, and collectability of the revenue was reasonably assured. The Predecessor followed the sales method of accounting for revenues. Under this method of accounting, revenues were recognized based on volumes sold, which may have differed from the volumes entitled based on the Karnes County Business’ working interest. There were no material gas imbalances during the periods presented. Revenue Recognition (Successor) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU and the associated subsequent amendments (collectively, “ASC 606”), superseded virtually all of the revenue recognition guidance in GAAP by requiring companies to recognize revenue using a five-step model. The core principle of the five-step model is that an entity will recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Magnolia adopted this standard on December 31, 2018 for all Successor Periods using a modified retrospective approach. There were no significant changes to the timing of revenue recognized for sales of production as a result of ASC 606. However, the new guidance resulted in certain changes to the classification of processing and other fees between revenue and gathering, transportation, and processing expense. The amounts reclassified are immaterial to the financial statements and Predecessor Periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Adoption of the new standard is not anticipated to have a material impact on the Company’s net earnings on an ongoing basis. Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. Oil, natural gas, and NGL sales are recognized as revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, natural gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million Btu of natural gas, gallon of NGLs, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. The Company’s oil production is primarily sold under market-sensitive contracts that are typically priced at a differential to the New York Mercantile Exchange (“NYMEX”) price or at purchaser posted prices for the producing area. For oil contracts, the Company generally records sales based on the net amount received. For natural gas contracts, the Company generally records wet gas sales (which consists of natural gas and NGLs based on end products after processing) at the wellhead or inlet of the gas processing plant (i.e., the point of control transfer) as revenues net of gathering, transportation, and processing expenses if the processor is the customer and there is no redelivery of commodities to the Company at the tailgate of the plant. Conversely, the Company generally records residual natural gas and NGL sales at the tailgate of the plant (i.e., the point of control transfer) on a gross basis along with the associated gathering, transportation, and processing expenses if the processor is a service provider and there is redelivery of one or several commodities to the Company at the tailgate of the plant. The facts and circumstances of an arrangement are considered and judgment is often required in making this determination. For processing contracts that require noncash consideration in exchange for processing services, the Company recognizes revenue and an equal gathering, transportation, and processing expense for commodities transferred to the service provider. Customers are invoiced once the Company’s performance obligations have been satisfied. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. There are no judgments that significantly affect the amount or timing of revenue from contracts with customers. Accordingly, the Company’s product sales contracts do not give rise to material contract assets or contract liabilities. The Company’s receivables consist mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. Receivables from contracts with customers totaled $100.4 million as of December 31, 2019 and $100.1 million as of December 31, 2018. Accounts receivable are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts. The Company routinely assesses the collectability of all material trade and other receivables. The Company’s receivables consist mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. The Company accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. The Company had no allowance for doubtful accounts as of December 31, 2019 or December 31, 2018. 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 and combined statements of operations for all periods presented. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. The Company does not disclose the value of unsatisfied performance obligations for contracts as all contracts have either an original expected length of one year or less, or the entire future consideration is variable and allocated entirely to a wholly unsatisfied performance obligation. Net Income Per Share of Common Stock (Successor) The Company’s basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Class A Common Stock outstanding for the period. Diluted EPS includes the effect of the Company’s outstanding restricted stock units (“RSUs”), performance stock units (“PSUs”), warrants exchanged for Class A Common Stock and exchanges or repurchases of Class B Common Stock if the inclusion of these items is dilutive. Refer to Note 15 - Earnings Per Share for additional information and the calculation of EPS. Stock Based Compensation (Successor) Magnolia has established a long-term incentive plan for certain employees and directors that allows for granting RSUs and PSUs. RSUs granted are valued on the date of the grant using the quoted market price of Magnolia's Class A Common Stock. PSUs granted are based on the grant date fair value determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. Both RSUs and PSUs are expensed on a straight-line basis over the requisite service period. The Company records expense associated with the fair value of stock based compensation under the fair value recognition provisions of ASC Topic 718, “Compensation-Stock Compensation” and that expense is included within “General and administrative expenses” in the accompanying consolidated and combined statements of operations. The Company accounts for forfeitures as they occur. These plans and related accounting policies are defined and described more fully in Note 14 - Stock Based Compensation. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the FASB issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected the package of transition practical expedients provided by the new standard that allow the Company to not reassess under the new standard its prior conclusions about lease identification, classification related to contracts that commenced prior to adoption, and to apply the standard prospectively to all new or modified land easements and rights-of-way. The Company has also elected a policy to not recognize right of use assets and lease liabilities related to short-term leases. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Magnolia adopted this standard on January 1, 2019 and recognized right of use assets and lease liabilities for certain commitments primarily related to real estate, vehicles, and field equipment, while prior reporting periods are presented in accordance with historical accounting treatment under ASC Topic 840, Leases (“ASC 840”). The Company determines if an arrangement is a lease at inception. Operating leases are included in other long-term assets, other current liabilities, and other long-term liabilities in Magnolia’s consolidated balance sheet as of December 31, 2019 . Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Magnolia’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. For more information, refer to Note 10 - Leases. Recent Accounting Pronouncements In June 2016 the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires the use of a forward-looking “expected loss” model as opposed to the current “incurred loss” model. This standard is effective for the Company in the first quarter of 2020. The Company has evaluated the new standard and does not believe the adoption will have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The amendments in the update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The Company early adopted ASU 2018-15 effective April 1, 2019, with prospective application. The adoption did not have a material impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisitions (Successor) EnerVest Business Combination As discussed in Note 1 - Description of Business and Basis of Presentation , on July 31, 2018, the Company consummated the Business Combination contemplated by the Business Combination Agreements. The Business Combination Agreements and the Business Combination were approved by the Company’s stockholders on July 17, 2018. At the closing of the Business Combination, the Karnes County Contributors received 83.9 million shares of the Company’s Class B Common Stock and an equivalent number of Magnolia LLC Units, which, together, are exchangeable on a one -for-one basis for shares of the Company’s Class A Common Stock, subject to certain conditions; 31.8 million shares of Class A Common Stock; and approximately $911.5 million in cash. The Giddings Sellers received approximately $282.7 million in cash. The Ironwood Sellers received $25.0 million in cash in exchange for the Ironwood Interests. On March 29, 2019, Magnolia and EnerVest consummated the final settlement pursuant to the Karnes County Contribution Agreement and as otherwise agreed to by the parties, with Magnolia receiving a net cash payment of $4.3 million and the Karnes County Contributors forfeiting to Magnolia 0.5 million shares of Class A Common Stock and 1.6 million shares of Class B Common Stock (and forfeiting a corresponding number of Magnolia LLC Units to Magnolia LLC). The Business Combination has been accounted for using the acquisition method. The acquisition method of accounting is based on ASC 805 “Business Combinations,” and uses the fair value concepts defined in ASC 820. ASC 805 requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by the Company. Contingent Consideration Pursuant to the Karnes County Contribution Agreement, for a period of five years following the Closing Date, the Karnes County Contributors were entitled to receive an aggregate of up to 13.0 million additional shares of Class A Common Stock or shares of Class B Common Stock (and a corresponding number of Magnolia LLC Units) based on certain EBITDA and free cash flow or stock price thresholds. As of December 31, 2018, the Company had met the defined stock price thresholds and, as a result, the Company had issued an aggregate of 3.6 million additional shares of Class A Common Stock and 9.4 million additional shares of Class B Common Stock (and a corresponding number of Magnolia LLC Units) to the Karnes County Contributors. Pursuant to the Giddings Purchase Agreement, until December 31, 2021, the Giddings Sellers were entitled to receive an aggregate of up to $47.0 million in cash earnout payments based on certain net revenue thresholds. On September 28, 2018, the Company paid the Giddings Sellers a cash payment of $26.0 million to fully settle the earnout obligation. The purchase consideration for the Business Combination was as follows: (In thousands) Purchase Consideration: Cash consideration $ 1,214,966 Stock consideration (1) 1,398,238 Fair value of contingent earnout purchase consideration (2) 169,000 Total purchase price consideration $ 2,782,204 (1) At closing of the Business Combination, the Karnes County Contributors received 83.9 million shares of Class B Common Stock (and a corresponding number of Magnolia LLC Units) and 31.8 million shares of Class A Common Stock. On March 29, 2019, Magnolia and EnerVest consummated the final settlement pursuant to the Karnes County Contribution Agreement as agreed to by the parties, with the Karnes County Contributors forfeiting an aggregate of 2.1 million shares of Class A and Class B Common Stock to Magnolia (and a corresponding number of Magnolia LLC Units). (2) Pursuant to ASC 805, ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815, “Derivatives and Hedging,” the Karnes County earnout consideration was valued at fair value as of the Closing Date and was classified in stockholders’ equity. The Giddings earnout was valued at fair value as of the Closing Date and was classified as a liability. The fair value of the earnouts was determined using the Monte Carlo simulation valuation method based on Level 3 inputs in the fair value hierarchy. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed on the acquisition date: (In thousands) Fair value of assets acquired Accounts receivable $ 61,790 Other current assets 2,853 Oil and natural gas properties (1) 2,813,140 Ironwood equity investment 18,100 Total fair value of assets acquired 2,895,883 Fair value of liabilities assumed Accounts payable and other current liabilities (65,908 ) Asset retirement obligations (34,132 ) Deferred tax liability (13,639 ) Fair value of net assets acquired $ 2,782,204 (1) The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. The Company incurred $24.8 million in transaction costs associated with the Business Combination. The Company also incurred a total of $23.5 million of debt issuance costs in connection with the consummation of the Business Combination related to the establishment of the RBL Facility (as defined herein) and the issuance of the 2026 Senior Notes. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information has been prepared as if the Business Combination and other related transactions had taken place on January 1, 2017. The information reflects pro forma adjustments based on available information and certain assumptions that the Company believes are reasonable, including depletion of the Company’s fair-valued proved oil and gas properties, and the estimated tax impacts of the pro forma adjustments. Additionally, pro forma net income attributable to Class A Common Stock excludes $34.3 million of transaction related costs, $11.0 million related to a one-time purchase of a seismic license continuation, and a $6.7 million loss related to the settlement of the Giddings earnout obligation. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Business Combination taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. (Unaudited Pro Forma) (In thousands, except per share data) Year Ended December 31, 2018 Year Ended December 31, 2017 Total revenues $ 978,431 $ 555,714 Net income attributable to Class A Common Stock 188,934 70,491 Net income per share - basic 1.22 0.54 Net income per share - diluted 1.19 0.51 Non-Compete On the Closing Date, the Company and EnerVest, separate and apart from the Business Combination, entered into the Non-Compete restricting EnerVest and certain of its affiliates from competing with the Company in certain counties comprising the Eagle Ford Shale following the Closing Date. An affiliate of EnerVest will have the right to receive 4.0 million shares of Class A Common Stock issuable in two tranches of 2.0 million shares in two and one half and four years from the Closing Date provided EnerVest does not compete with Magnolia in the Eagle Ford Shale until the later of July 31, 2022 or the date the Services Agreement with EnerVest Operating, LLC (“EVOC”), a wholly owned subsidiary of EnerVest, (the “Services Agreement”), is terminated. For more discussion on the Non-Compete, refer to Note 6 - Intangible Assets . Harvest Acquisition On August 31, 2018, the Company completed the acquisition of substantially all of Harvest Oil & Gas Corporation’s South Texas assets for approximately $133.3 million in cash and 4.2 million shares of Class A Common Stock for a total consideration of $191.5 million . The acquisition added an undivided working interest across a portion of Magnolia’s existing Karnes County Assets and all of the Company’s existing Giddings Assets. On March 14, 2019, Magnolia consummated the final settlement with Harvest receiving a cash payment of $1.4 million . The transaction was accounted for as a business combination. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed: (In thousands) Fair value of assets acquired Other current assets $ 1,290 Oil and natural gas properties (1) 201,337 Total fair value of assets acquired 202,627 Fair value of liabilities assumed Asset retirement obligations and other current liabilities (9,666 ) Fair value of net assets acquired $ 192,961 (1) The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management at the time of the valuation. Certain Other Acquisitions • On May 31, 2019, the Company completed the acquisition of certain oil and gas assets located in the Company’s Karnes County Assets for approximately $36.3 million in cash, subject to customary closing adjustments, and approximately 3.1 million shares of the Company’s Class A Common Stock. The transaction was accounted for as an asset acquisition. • On February 5, 2019, Magnolia Operating formed a joint venture, Highlander Oil & Gas Holdings LLC (“Highlander”), to complete the acquisition of a 72% working interest in the Eocene-Tuscaloosa Zone, Ultra Deep Structure gas well located in St. Martin Parish, Louisiana and 31.1 million royalty trust units in the Gulf Coast Ultra Deep Royalty Trust from McMoRan Oil & Gas, LLC. Highlander paid cash consideration of $50.9 million , for such interests. MGY Louisiana LLC, a wholly owned subsidiary of Magnolia Operating, holds approximately 85% of the units in Highlander. The transaction was accounted for as an asset acquisition. Acquisitions (Predecessor) GulfTex Acquisition On March 1, 2018, the Predecessor acquired certain oil and natural gas properties located in the Eagle Ford Shale from GulfTex Energy III, L.P. and GulfTex Energy IV, L.P. for an adjusted purchase price of approximately $150.1 million , net of customary closing adjustments (the “GulfTex Acquisition”). The recognized fair value of identifiable assets and acquired liabilities assumed in connection with the GulfTex Acquisition, is as follows: (In thousands) Purchase price allocation: Accounts receivable $ 10,501 Proved oil and natural gas properties 118,572 Unproved oil and natural gas properties 22,802 Accounts payable and accrued liabilities (1,679 ) Asset retirement obligations (57 ) $ 150,139 BlackBrush Acquisition On January 31, 2017, the Predecessor acquired assets from BlackBrush Karnes Properties, LLC for aggregate consideration of approximately $58.7 million , net of customary closing adjustments (the “BlackBrush Acquisition”). The recognized fair value of identifiable assets and acquired liabilities assumed in connection with the BlackBrush Acquisition is as follows: (In thousands) Purchase price allocation: Accounts receivable $ 2,193 Proved oil and natural gas properties 57,263 Unproved oil and natural gas properties 1,552 Accounts payable and accrued liabilities (2,244 ) Asset retirement obligations (111 ) $ 58,653 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Certain of the Company’s assets and liabilities are carried at fair value and measured either on a recurring or non-recurring 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 ASC 820. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II - Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II 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 III - 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. Fair Values - Recurring (Predecessor) The Predecessor’s derivatives consisted of over-the-counter contracts that were not traded on a public exchange. As the fair value of these derivatives was based on inputs using market prices obtained from independent brokers or determined using quantitative models that used as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions, the Predecessor categorized these derivatives as Level 2. The Predecessor valued these derivatives using the income approach using inputs such as the forward curve for commodity prices based on quoted market prices and prospective volatility factors related to changes in the forward curves. Estimates of fair value were determined at discrete points in time based on relevant market data. Furthermore, fair values were adjusted to reflect the credit risk inherent in the transaction, which may have included amounts to reflect counterparty credit quality and/or the effect of the Predecessor’s creditworthiness. Fair Values - Nonrecurring The fair value measurements of assets acquired and liabilities assumed in a business combination are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market, and therefore, represent Level 3 inputs. Significant inputs to the valuation of acquired oil and gas properties includes estimates of: (i) reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices, including price differentials; (v) future cash flows; and (vi) a market participant-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. Refer to Note 3 - Acquisitions for additional information. Deemed Dividend In July 2019, the Company issued an aggregate of 9.2 million shares of Class A Common Stock in exchange for all of its warrants. The difference in fair value between the Class A Common Stock issued and the warrants exchanged was recorded as a non-cash deemed dividend for the incremental value provided to the holders of the warrants. The fair value of the non-cash deemed dividend related to the warrant exchange was determined based on unadjusted quoted prices in an active market, which are considered a Level 1 input in the fair value hierarchy. Refer to Note 13 - Stockholders’ Equity for additional information. Debt Obligations The carrying value and fair value of the financial instrument that is not carried at fair value in the accompanying consolidated balance sheet as of December 31, 2019 is as follows: December 31, 2019 (In thousands) Carrying Value Fair Value Long-term debt $ 389,835 $ 412,000 The fair value of the 2026 Senior Notes at December 31, 2019 was based on unadjusted quoted prices in an active market, which are 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 instrument and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in the business combinations and asset retirement obligations. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Predecessor) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities (Predecessor) | Derivative Instruments and Hedging Activities (Predecessor) The Company’s activities expose it to risks associated with changes in the market price of oil, natural gas, and NGLs. As such, future earnings are subject to fluctuation due to changes in the market price of oil, natural gas, and NGLs. The Company has not engaged in any hedging activities and does not expect to engage in any hedging activities with respect to the market risk to which the Company is exposed. The Karnes County Contributors, on behalf of the Predecessor, used derivatives to reduce the risk of volatility in the prices of oil, natural gas, and NGLs and their policies did not permit the use of derivatives for speculative purposes. The Predecessor elected not to designate any of its derivatives as hedging instruments. Accordingly, changes in the fair value of the Predecessor's derivatives were recorded immediately to earnings as “Gain (loss) on derivatives, net” in the combined statement of operations. During the period from January 1 through July 30, 2018 and the year ended December 31, 2017, the Predecessor incurred a loss on derivatives of $18.1 million and $8.5 million , respectively. During the period from January 1, 2018 through July 30, 2018, the Predecessor terminated substantially all of its derivative contracts which, together with regular monthly settlements, resulted in total cash settlement payments of $27.6 million . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Non-Compete Agreement On the Closing Date, the Company and EnerVest, separate and apart from the Business Combination, entered into the Non-Compete, which prohibits EnerVest and certain of its affiliates from competing with the Company in the Eagle Ford Shale (the “Market Area”) until the later of July 31, 2022 or the date the Services Agreement is terminated. Under the Non-Compete, an affiliate of EnerVest will have the right to receive 4.0 million shares of Class A Common Stock in two tranches of 2.0 million shares in two and one half and four years from the Closing Date provided EnerVest does not compete in the Market Area. The Company recorded an estimated cost of $44.4 million for the Non-Compete as intangible assets on the Company’s consolidated balance sheet. These intangible assets have a definite life and are subject to amortization utilizing the straight-line method over their economic life, currently estimated to be two and one half to four years . The Company includes the amortization in “Amortization of intangible assets” on the Company’s consolidated and combined statements of operations. (In thousands) December 31, 2019 Non-compete intangible assets $ 44,400 Accumulated amortization (20,549 ) Intangible assets, net $ 23,851 Weighted average amortization period (in years) 3.25 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities The following table provides detail of the Company’s other current liabilities for the periods presented: (In thousands) December 31, 2019 December 31, 2018 Accrued capital expenditures $ 40,722 $ 50,633 Accrued general and administrative expenditures 9,753 17,551 Accrued interest 10,000 10,067 Other 35,305 42,808 Total other current liabilities $ 95,780 $ 121,059 |
Asset Retirement Obligations As
Asset Retirement Obligations Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations The following table summarizes the changes in the Company’s asset retirement obligations for the periods presented: Successor Predecessor (In thousands) Year Ended December 31, 2019 July 31, 2018 Through December 31, 2018 January 1, 2018 Through July 30, 2018 Year Ended December 31, 2017 Asset retirement obligations, beginning of period $ 85,983 $ — $ 3,929 $ 2,421 Revisions to estimates 69 39,584 — 805 Liabilities incurred and assumed 7,082 44,897 553 774 Liabilities settled (3,104 ) (166 ) (85 ) (303 ) Accretion expense 5,512 1,668 104 232 Asset retirement obligations, end of period $ 95,542 $ 85,983 $ 4,501 $ 3,929 Asset retirement obligations reflect the present value of the estimated future costs associated with the plugging and abandonment of oil and natural gas wells, removal of equipment and facilities from leased acreage, and land restoration in accordance with applicable local, state, and federal laws. Inherent in the fair value calculation of ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, and timing of settlement. To the extent future revisions to these assumptions impact the value of the existing ARO liability, a corresponding offsetting adjustment is made to the oil and natural gas property balance. |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt The Company’s debt is comprised of the following: (In thousands) December 31, 2019 Revolving credit facility $ — 6.0% Senior Notes due 2026 400,000 Total long-term debt 400,000 Less: Unamortized deferred financing cost (10,165 ) Total debt, net $ 389,835 Credit Facility In connection with the consummation of the Business Combination, Magnolia Operating entered into a senior secured reserve-based revolving credit facility (the “RBL Facility”) 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, providing for maximum commitments in an aggregate principal amount of $1.0 billion with a letter of credit facility with a $100.0 million sublimit. The borrowing base as of December 31, 2019 was $550.0 million . The RBL Facility 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 and has a borrowing base subject to semi-annual redetermination. Borrowings under the RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the LIBOR 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 RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the RBL Facility as a percentage of the borrowing base then in effect. The RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 4.00 to 1.00 and, if the leverage ratio is in excess of 3.00 to 1.00, a current ratio of greater than 1.00 to 1.00. As of December 31, 2019 , the Company was in compliance with all covenants under the RBL Facility. Deferred financing costs incurred in connection with securing the RBL Facility were $11.7 million , which are amortized on a straight-line basis over a period of five years and included in “Interest expense, net” in the Company’s consolidated and combined statements of operations. The Company recognized interest expense of $4.5 million and $1.9 million during the year ended December 31, 2019 and the 2018 Successor Period, respectively, related to the RBL Facility. The unamortized portion of the deferred financing costs are included in “Deferred financing costs, net” on the accompanying consolidated balance sheet as of December 31, 2019 . The Company did no t have any outstanding borrowings under its RBL Facility as of December 31, 2019 . 2026 Senior Notes On the Closing Date, the Issuers issued and sold $ 400.0 million aggregate principal amount of 2026 Senior Notes. The 2026 Senior Notes were issued under the Indenture, dated as of the Closing Date (the “Indenture”), by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee. 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. At any time prior to August 1, 2021, the Issuers may, on any one or more occasions, redeem all or a part of the 2026 Senior Notes at a redemption price equal to 100% of the principal amount of the 2026 Senior Notes redeemed, plus a “make whole” premium on accrued and unpaid interest, if any, to, but excluding, the date of redemption. After August 1, 2021, the Issuers may redeem all or a part of the Notes based on principal plus a set premium, as set forth in the Indenture, including any accrued and unpaid interest. The Company incurred $11.8 million of deferred financing costs related to the issuance of the 2026 Senior Notes, which were capitalized, 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 and combined 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 have been recorded as “Long-term debt, net” on the consolidated balance sheet as of December 31, 2019 . The Company recognized interest expense of $25.2 million and $10.5 million for the year ended December 31, 2019 and the 2018 Successor Period, respectively, related to the 2026 Senior Notes. Affiliate Guarantors Certain subsidiaries of the Company are guarantors under the terms of its 2026 Senior Notes and RBL Facility. The parent guarantees may be released upon the request of Magnolia Operating. Magnolia’s consolidated and combined financial statements reflect the financial position of these subsidiary guarantors. As the parent company, Magnolia has no independent operations. The guarantees are full and unconditional (except for customary release provisions) and joint and several. There are restrictions on dividends, distributions, loans, or other transfers of funds from the subsidiary guarantors to the Company. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Magnolia’s leases primarily consist of real estate, vehicles, and field equipment. The Company’s leases have remaining lease terms of up to 8 years , some of which include options to renew or terminate the lease. The exercise of lease renewal options is at the Company’s sole discretion. Magnolia’s lease agreements do not contain any residual value guarantees or restrictive covenants. As most of Magnolia’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date. (In thousands) December 31, 2019 Operating Leases Operating lease assets $ 4,035 Operating lease liabilities - current $ 2,550 Operating lease liabilities - long-term 1,476 Total operating lease liabilities $ 4,026 Weighted average remaining lease term (in years) 1.9 Weighted average discount rate 3.8 % For the year ended December 31, 2019 , the Company incurred $2.8 million of lease costs for operating leases included on the Company’s consolidated balance sheet, $26.9 million for short-term lease costs, and $3.2 million for variable lease costs. Cash paid for amounts included in the measurement of lease liabilities in operating cash flows from operating leases for the year ended December 31, 2019 is $2.8 million . Maturities of lease liabilities as of December 31, 2019 under the scope of ASC 842 are as follows: (In thousands) Maturity of Lease Liabilities (1) Operating Leases 2020 $ 2,647 2021 1,170 2022 165 2023 98 2024 43 After 2024 48 Total lease payments $ 4,171 Less: Interest (145 ) Present value of lease liabilities $ 4,026 (1) As of December 31, 2018, minimum future contractual payments for long-term operating leases under the scope of ASC 840 were $881 thousand in 2019, $646 thousand in 2020, $198 thousand in 2021, $14 thousand in 2022, $15 thousand in 2023 and $63 thousand thereafter. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is involved in disputes or legal actions in the ordinary course of business. For example, certain of the Karnes County Contributors 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 Business properties. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Karnes County Contributors retained all such liability in connection with the Business Combination. At December 31, 2019 , the Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated and combined statements of operations, balance sheet, or cash flows. No amounts were accrued with respect to outstanding litigation at December 31, 2019 or December 31, 2018 . Environmental Matters The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state, local laws, and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and 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 the 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. Commitments At December 31, 2019, contractual obligations for long-term operating leases and purchase obligations are as follows: Net Minimum Commitments (In thousands) Total 2020 2021-2022 2023-2024 2025 & Beyond Purchase obligations (1) $ 3,417 $ 1,060 $ 1,474 $ 883 $ — Operating lease obligations (2) 9,851 2,647 3,159 2,310 1,735 Total Net Minimum Commitments $ 13,268 $ 3,707 $ 4,633 $ 3,193 $ 1,735 (1) Amounts represent any agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These include minimum commitments associated with firm transportation contracts and IT-related service commitments. The costs incurred under these obligations were $1.5 million , $0.7 million , and $0.5 million for the 2019 Successor Period, the combined 2018 Successor Period and 2018 Predecessor Period, and the 2017 Predecessor Period, respectively. (2) Amounts include long-term lease payments for office space, vehicles, equipment related to exploration, development, and production activities, as well as long-term obligations expected to be incurred for leases commencing in 2020. Refer to Note 10 - Leases for additional information. Risks and Uncertainties |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision consists of the following components: Successor Predecessor (In thousands) Year Ended July 31, 2018 January 1, 2018 Through Year Ended December 31, 2017 Current: Federal $ — $ (1,054 ) $ — $ — State 499 381 1,461 689 499 (673 ) 1,461 689 Deferred: Federal 13,817 11,431 — — State 444 697 324 2,052 14,261 12,128 324 2,052 Total provision $ 14,760 $ 11,455 $ 1,785 $ 2,741 The Company is subject to U.S. federal income tax, the margin tax in the state of Texas, and Louisiana corporate income tax. As of December 31, 2019, the Company did no t 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. Interest and penalties related to uncertain tax positions are reported in income tax expense. As of December 31, 2019 , no amounts have been incurred for income tax uncertainties or interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or 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. The Company’s annual effective tax rate as of December 31, 2019 and December 31, 2018, was 14.8% and 12.2% , respectively. The primary differences between the annual effective tax rate and the statutory rate of 21.0% are primarily related to income attributable to noncontrolling interest and state taxes. The Karnes County Contributors, on behalf of the Predecessor, had elected under the Internal Revenue Code provisions to be treated as individual partnerships for tax purposes. Accordingly, items of income, expense, gains, and losses flowed through to the partners and were taxed at the partner level. Accordingly, no tax provision for federal income taxes was included in the financial statements. The Predecessor recorded state income tax (current and deferred) based on taxable income, as defined under the rules for the margin tax. A reconciliation of the statutory federal income tax expense to the income tax expense or benefit from continuing operations provided at December 31, 2019 , is as follows: Successor Predecessor (In thousands) Year Ended December 31, 2019 July 31, 2018 Through December 31, 2018 January 1, 2018 Year Ended December 31, 2017 Income tax expense at the federal statutory rate $ 20,966 $ 19,706 $ — $ — State income tax expense, net of federal income tax benefits 847 1,028 1,785 2,741 Noncontrolling interest in partnerships (7,309 ) (9,103 ) — — Other 256 (176 ) — — Income tax expense $ 14,760 $ 11,455 $ 1,785 $ 2,741 The tax effects of temporary differences that give rise to significant positions of the deferred income tax assets and liabilities are presented below: Successor (In thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 1,274 $ 7,336 Capitalized transaction costs 3,185 6,677 Other assets — 102 Total deferred tax assets 4,459 14,115 Deferred tax liabilities: Investment in partnership (76,260 ) (63,110 ) Oil and natural gas properties (6,033 ) (5,598 ) Total deferred tax liabilities (82,293 ) (68,708 ) Net deferred tax asset liabilities $ (77,834 ) $ (54,593 ) As of December 31, 2019 , the Company had $6.0 million of U.S. federal net operating loss, which has an indefinite carryforward. The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets, including net operating loss carry forwards. A valuation allowance for deferred tax assets is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. As of December 31, 2019 , we have no |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Class A Common Stock In connection with the closing of the Business Combination, the Company increased the number of authorized shares of Class A Common Stock to 1.3 billion . At December 31, 2019 , there were 168.3 million shares issued and 167.3 million shares outstanding of Class A Common Stock. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled one 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 shares being able to elect all of the directors, subject to voting obligations under the Stockholder Agreement (defined herein). In the event of a liquidation, dissolution, or winding up of the Company, the common stockholders 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 In connection with the closing of the Business Combination, the Company authorized 225.0 million shares of Class B Common Stock. At December 31, 2019 , there were 85.8 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 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 the Company, the common stockholders 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 B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Warrants On June 7, 2019, the Company commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”), pursuant to which the Company (1) offered to holders of its warrants the opportunity to receive 0.29 shares of Class A Common Stock in exchange for each warrant validly tendered and (2) solicited the consent from the holders of its warrants to approve an amendment to the Company’s existing warrant agreement, by and between the Company and Continental Stock Transfer & Trust Company, to amend the agreement to provide the Company with the right to require any holder of the Company’s warrants to exchange their warrants for Class A Common Stock at an exchange ratio of 0.261 shares of Class A Common Stock for each whole warrant (the “Warrant Amendment”). Pursuant to the Offer, certain of the Company’s warrant holders, including directors and executive officers, agreed to tender their warrants and provide the corresponding consent to the Warrant Amendment in the Consent Solicitation by entering into the Tender and Support Agreement (as defined below). The Offer and Consent Solicitation expired on July 5, 2019. In connection with the closing of the Offer on July 10, 2019 and the subsequent exercise of the Company’s right to exchange all remaining warrants on July 25, 2019, the Company issued an aggregate of 9.2 million shares of Class A Common Stock in exchange for all of its 31.7 million warrants outstanding, which consisted of 21.7 million public warrants and 10.0 million private placement warrants. As the fair value of the warrants exchanged in the Offer was less than the fair value of the Class A Common Stock issued, the Company recorded a non-cash deemed dividend of $2.8 million for the incremental value provided to the warrant holders. The fair value of warrants and the Class A Common Stock was determined using unadjusted quoted prices in an active market, a Level 1 fair value input. The Company capitalized $2.2 million of expenses related to the Offer within additional paid-in capital. Share Repurchase Program On August 5, 2019, the Company’s board of directors authorized a share repurchase program of up to 10 million shares of Class A Common Stock. The program does not require purchases to be made within a particular timeframe. As of December 31, 2019 , the Company had repurchased 1.0 million shares of Class A Common Stock at a weighted average price of $10.28 , for a total cost of approximately $10.3 million . Noncontrolling Interest Noncontrolling interest in Magnolia’s consolidated subsidiaries include amounts attributable to Magnolia LLC Units that were issued to the Karnes County Contributors in connection with the Business Combination. The noncontrolling interest percentage is affected by various equity transactions such as issuances of Class A Common Stock, the conversion of Class B Common Stock to Class A Common Stock, or cancellation of Class B Common Stock. In the first quarter of 2019, Magnolia Operating formed a joint venture, in which MGY Louisiana LLC, a wholly owned subsidiary of Magnolia Operating, holds approximately 85% of the units, with the remaining 15% attributable to noncontrolling interest. On December 18, 2019, Magnolia LLC repurchased and subsequently canceled 6.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $69.1 million of cash consideration (the “Class B Common Stock Repurchase”). As a result of the Class B Common Stock Repurchase, the Company’s ownership in Magnolia LLC increased from 64.6% to 66.1% and the Karnes County Contributors’ ownership of Magnolia LLC decreased from 35.4% to 33.9% . |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation On October 8, 2018, the Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (the “Plan”), effective as of July 17, 2018. A total of 11.8 million shares of Class A Common Stock have been authorized for issuance under the Plan. The Company grants stock based compensation awards in the form of RSUs and PSUs 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” on the consolidated and combined statements of operations and was $11.1 million for the year ended December 31, 2019 and $1.9 million for the 2018 Successor Period. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. Restricted Stock Units The Company grants service-based RSU awards to employees and non-employee directors, which generally vest ratably over a three -year service period, in the case of awards to employees, and vest in full after one year , in the case of awards to directors. 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 for any reason 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. Unrecognized compensation expense related to unvested RSUs at December 31, 2019 was $10.4 million , which the Company expects to recognize over a weighted average period of 1.9 years. The table below summarizes RSU activity for the year ended December 31, 2019 : Restricted Stock Units Weighted Average Grant Date Fair Value Unvested RSUs, beginning of period 807,431 $ 13.97 Granted 604,328 12.28 Vested (310,225 ) 14.25 Forfeited (1,633 ) 11.05 Unvested RSUs, end of period 1,099,901 $ 12.97 Performance Stock Units During the year ended December 31, 2019 , the Company granted PSUs to certain employees. Each PSU, to the extent earned, represents the contingent right to receive one 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. Unrecognized compensation expense related to unvested PSUs at December 31, 2019 was $6.0 million , which the Company expects to recognize over a weighted average period of 1.8 years. The table below summarizes PSU activity for the year ended December 31, 2019 : Performance Stock Units Weighted Average Grant Date Fair Value Unvested PSUs, beginning of period 475,312 $ 14.58 Granted 267,482 13.87 Vested (41,666 ) 14.58 Forfeited — — Unvested PSUs, end of period 701,128 $ 14.31 The grant date fair value of the PSUs granted during the year ended December 31, 2019 was $3.7 million , calculated using a Monte Carlo simulation. The following table summarizes the assumptions used to calculate the grant date fair value of these PSUs. Grant Date Fair Value Assumptions Expected term (in years) 2.85 - 2.67 Expected volatility 33.61% - 31.58% Risk-free interest rate 2.48% - 2.29% |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share A reconciliation of the numerators and denominators of the basic and diluted per share computations follows. No such computation is necessary for the Predecessor Period as the Predecessor was not previously accounted for as a standalone legal entity and did not have publicly traded securities. (In thousands, except per share data) Year Ended July 31, 2018 Through December 31, 2018 Basic: Net income attributable to Class A Common Stock $ 47,433 $ 39,095 Weighted average number of common shares outstanding during the period - basic 161,886 154,527 Net income per share of Class A Common Stock - basic $ 0.29 $ 0.25 Diluted: Net income attributable to Class A Common Stock $ 47,433 $ 39,095 Weighted average number of common shares outstanding during the period - basic 161,886 154,527 Add: Dilutive effect warrants, stock based compensation, and other 5,161 3,705 Weighted average number of common shares outstanding during the period - diluted 167,047 158,232 Net income per share of Class A Common Stock - diluted $ 0.28 $ 0.25 The calculation for weighted average shares reflects shares outstanding over the reporting period based on the actual number of days the shares were outstanding. The Company excluded 92.0 million and 90.9 million of weighted average shares of Class A Common Stock issuable upon conversion of the Class B Common Stock (and the corresponding Magnolia LLC Units) for the year ended December 31, 2019 and the 2018 Successor Period, respectively, as the effect was anti-dilutive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 31, 2019 , EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership, and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership, both of which are part of the Karnes County Contributors, each held more than 10% of the Company’s common stock and qualified as principal owners of the Company, as defined in ASC 850, “Related Party Disclosures.” Amended and Restated Limited Liability Company Agreement of Magnolia LLC On the Closing Date, the Company, Magnolia LLC, and certain of the Karnes County Contributors entered into Magnolia LLC’s amended and restated limited liability company agreement, which sets forth, among other things, the rights and obligations of the holders of units in Magnolia LLC. Under the Magnolia LLC Agreement, the Company is the sole managing member of Magnolia LLC. Registration Rights Agreement At the closing of the Business Combination, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with TPG Pace Energy Sponsor LLC, a Delaware limited liability company (“TPG Pace”), the Karnes County Contributors, and the Company’s four independent directors prior to the Business Combination (collectively, the “Holders”), pursuant to which the Company is obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act all or any portion of the shares of Class A Common Stock that the Holders held as of July 31, 2018 and that they may have acquired or might acquire thereafter, including upon conversion, exchange, or redemption of any other security therefor. Under the Registration Rights Agreement, Holders also have “piggyback” registration rights exercisable at any time that allow them to include the shares of Class A Common Stock that they own in certain registrations initiated by the Company. Pursuant to the Registration Rights Agreement, the Company has filed and taken effective two registration statements on Form S-3, each of which registered, among others, the offering by the Holders of the shares of Class A Common Stock included therein. Stockholder Agreement On the Closing Date, the Company, TPG Pace, and the Karnes County Contributors entered into the Stockholder Agreement (the “Stockholder Agreement”), under which the Karnes County Contributors are entitled to nominate two directors, one of whom shall be independent under the listing rules of the New York Stock Exchange, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002, for appointment to the board of directors of the Company (the “Board”) so long as they collectively own at least 15% of the outstanding shares of Class A Common Stock and Class B Common Stock, (on a fully diluted basis, including equity securities exercisable into common stock, and on a combined basis), and one director so long as they collectively own at least 2% of the outstanding shares of Class A Common Stock and Class B Common Stock (on a fully diluted basis, including equity securities exercisable into common stock, and on a combined basis). The Karnes County Contributors are collectively entitled to appoint one director to each committee of the Board (subject to applicable laws and stock exchange rules). Furthermore, TPG Pace was entitled to certain director nomination rights under the Stockholder Agreement, but those rights ceased following a distribution by TPG Pace of its shares in August 2019. Class B Common Stock Repurchase As part of the Class B Common Stock Repurchase, EnerVest Energy Institutional Fund XIV-A, L.P. received $45.7 million in cash and surrendered 4.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock. Subsequently, Magnolia LLC canceled the surrendered Magnolia LLC Units and a corresponding number of shares of Class B Common Stock. Contingent Consideration Pursuant to the Karnes County Contribution Agreement, for a period of five years following the Closing Date, the Company agreed to issue or cause to be issued to the Karnes County Contributors additional equity in the Company and Magnolia LLC upon satisfaction of certain EBITDA and free cash flow or stock price thresholds in three tranches. As of December 31, 2018, the Company had met the defined stock price thresholds and had issued an aggregate of 3.6 million additional shares of Class A Common Stock and 9.4 million additional shares of Class B Common Stock to the Karnes County Contributors and had caused Magnolia LLC to issue 9.4 million additional Magnolia LLC Units to the Karnes County Contributors. Tender and Support Agreement Pursuant to the Offer, certain of the Company’s warrant holders, including directors and executive officers, agreed to tender their warrants by entering into the tender and support agreement, dated as of June 7, 2019, by and between the Company and such holders (the “Tender and Support Agreement”). See Note 13 - Stockholders’ Equity for more information. Predecessor Transactions EnerVest, as managing general partner of the Karnes County Contributors, provided management, accounting, and advisory services to the Karnes County Contributors in exchange for a quarterly management fee based on the Karnes County Contributors' investor commitments. The management fees incurred were allocated to the Predecessor using a ratio of asset acquisitions value to total asset acquisitions completed by the Karnes County Contributors. The management fees and other costs allocated to the Predecessor and included in “General and administrative expenses” in the combined statements of operations were $11.0 million for the 2018 Predecessor Period and $17.2 million for the year ended December 31, 2017. |
Major Customers Major Customers
Major Customers Major Customers | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Major Customers | Major Customers Successor For the year ended December 31, 2019, two customers, including their subsidiaries, accounted for 43.3% and 18.5% , respectively, of the combined oil, natural gas, and natural gas liquids revenue. For the 2018 Successor Period, two customers, including their subsidiaries, accounted for 42.2% and 19.1% , respectively, of the combined oil, natural gas, and natural gas liquids revenue. The Company is exposed to credit risk in the event of nonpayment by counterparties. The creditworthiness of customers and other counterparties is subject to continuing review, including the use of master netting agreements, where appropriate. Predecessor For the 2018 Predecessor Period, three customers accounted for 47.6% , 14.5% , and 12.2% respectively, of the combined oil, natural gas, and natural gas liquids revenues. For the 2017 Predecessor Period, four customers accounted for 28.8% , 22.3% , 18.9% , and 10.2% respectively, of the combined oil, natural gas, and natural gas liquids revenues. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow disclosures are presented below: Successor Predecessor (In thousands) Year Ended July 31, 2018 Through December 31, 2018 January 1, 2018 Through Year Ended December 31, 2017 Supplemental non-cash operating activity: Cash paid for income taxes $ 390 $ — $ 336 $ 43 Cash paid for interest 26,226 889 — — Supplemental non-cash investing and financing activity: Accruals or liabilities for capital expenditures $ 40,722 $ 50,633 $ 38,028 $ 53,274 Contributions of assets to purchase equity method investment — — — 450 Contingent Consideration issued in Business Combination — 149,700 — — Non-Compete agreement entered into in Business Combination — 44,400 — — Equity issuances in connection with acquisitions 33,693 1,481,692 — — Non-cash deemed dividend related to warrant exchange 2,763 — — — Supplemental non-cash lease operating activity: Right-of-use assets obtained in exchange for operating lease obligations $ 6,720 $ — $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 21, 2020, Magnolia closed an acquisition in Karnes and DeWitt counties for a total cash consideration of $71.3 million , subject to customary closing adjustments. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company was the acquirer in the Business Combination and the Karnes County Business, the Giddings Assets, and the Ironwood Interests were the acquirees. The Karnes County Business including, as applicable, its ownership of the Ironwood Interests, was deemed the “Predecessor” for periods prior to the Business Combination, and does not include the consolidation of the Company and the Giddings Assets. Although the Karnes County Contributors are not under common control, each were managed by the same managing general partner, EnerVest, and as such, the Predecessor financial statements have been presented on a combined basis for financial reporting purposes. For the periods on or after the Business Combination, the Company, including the combination of the Karnes County Business, the Giddings Assets, and the Ironwood Interests, is the accounting successor (“Successor”). The financial statements and certain footnote presentations separate the Company’s presentations into two distinct periods, the period before the consummation of the Business Combination, which includes the year ended December 31, 2017 (the “2017 Predecessor Period”) and the period from January 1, 2018 to July 30, 2018 (the “2018 Predecessor Period”); and the period after the Business Combination, which includes the period from July 31, 2018 to December 31, 2018 (the “2018 Successor Period”) and the year ended December 31, 2019 (the “2019 Successor Period”). The Business Combination was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed. As a result of the inclusion of the Giddings Assets, the new basis of accounting, and certain other items that affect comparability, the Company’s financial information prior to the Business Combination is not comparable to its financial information subsequent to the Business Combination. The assets, liabilities, revenues, expenses, and cash flows related to the Karnes County Business were not previously separately accounted for as a standalone legal entity and have been carved out of the overall assets, liabilities, revenues, expenses, and cash flows from the Karnes County Contributors as appropriate. In addition, Parents’ Net Investment represents the Karnes County Contributors’ interest in the recorded net assets of the Karnes County Business and represents the cumulative net investment of the Karnes County Contributors’ in the Karnes County Business through the dates presented, inclusive of cumulative operating results. The Karnes County Contributors utilized EnerVest’s centralized processes and systems for its treasury services and the Karnes County Business’ cash activity was commingled with other oil and gas assets that were not part of the Business Combination. As such, the net results of the cash transactions between the Karnes County Business and the Karnes County Contributors are reflected as Parents’ contributions and distributions in the accompanying Combined Statement of Changes in Parents’ Net Investment. The Predecessor financial statements also include a portion of indirect costs for salaries and benefits, rent, accounting, legal services, and other expenses. In addition to the allocation of indirect costs, the financial statements reflect certain agreements executed by the Karnes County Contributors for the benefit of the Karnes County Business, including price risk management instruments. The allocations methodologies for significant allocated items include: Corporate G&A - EnerVest, as managing general partner of the Karnes County Contributors, provided management, accounting, and advisory services to the Karnes County Contributors in exchange for a quarterly management fee based on the Karnes County Contributors’ investor commitments, which were used, in part, to acquire the Karnes County Business as well as other oil and natural gas properties that were not part of the Business Combination. As such, the management fee was allocated to the Karnes County Business using a ratio of asset acquisitions value to total asset acquisitions completed by the Karnes County Contributors, for the Predecessor Period. Derivatives - Certain Karnes County Contributors entered into financial instruments to manage the Karnes County Business’ exposure to changes in commodity prices for the Karnes County Business as well as other oil and natural gas properties that were not part of the Business Combination, on a combined basis. The commodity derivative activity was allocated to the Karnes County Business using a ratio of expected crude oil and condensate, NGLs, and natural gas volumes produced, on an equivalents basis, by the Karnes County Business to the Karnes County Contributors’ total expected crude oil and condensate, NGLs, and natural gas produced, on an equivalents basis, for the Predecessor Period. Indebtedness - The Karnes County Business did not historically have outstanding indebtedness, but its oil and natural gas properties were collateral to various credit facilities held by the Karnes County Contributors and/or EnerVest. Amounts outstanding on these credit facilities have not been allocated to the Karnes County Business as they were not directly attributable to the Karnes County Business. Management believes the allocation methodologies used are reasonable and result in an allocation of the indirect costs and other items to operate the Karnes County Business as if it were a stand-alone entity. These allocations, however, may not be indicative of the cost of future operations or the amount of future allocations. Direct costs were included at the historical amounts related to each reported period. The accompanying consolidated and combined financial statements have been prepared in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation (Successor) The consolidated financial statements have been prepared in accordance with GAAP. 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 the interest owned by the Karnes County Contributors through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note 13—Stockholders’ Equity for further discussion of noncontrolling interest. |
Variable Interest Entities | Variable Interest Entities Magnolia LLC is a variable interest entity (“VIE”). The Company determined that it is the primary beneficiary of Magnolia LLC as the Company is the sole managing member and has the power to direct the activities most significant to Magnolia LLC’s economic performance as well as the obligation to absorb losses and receive benefits that are potentially significant. At December 31, 2019 , the Company had an approximate 66.1% economic interest in Magnolia LLC and 100% of Magnolia LLC’s assets, liabilities, and results of operations are consolidated in the Company’s consolidated financial statements contained herein. At December 31, 2019 , the Karnes County Contributors had approximately 33.9% economic interest in Magnolia LLC; however, the Karnes County Contributors have disproportionately fewer voting rights, and are shown as noncontrolling interest holders of Magnolia LLC. See Note 13—Stockholders’ Equity for further discussion of noncontrolling interest. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the assessment of asset retirement obligations, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows, and the estimates of fair value for long-lived assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead are expensed as incurred. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. If an exploratory well provides evidence to justify potential development of reserves, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory well costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed. Unproved properties are assessed for impairment at least annually and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Unproved properties are assessed for impairment based on the Company’s current exploration plans. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and gas properties. Costs of maintaining and retaining unproved properties, as well as impairment of unsuccessful leases, are included in “Exploration expense” in the consolidated and combined statements of operations. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of crude oil and natural gas, are capitalized. Depreciation of the cost of proved oil and gas properties is calculated using the unit-of-production method. The reserve base used to calculate depreciation for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate the depreciation for capitalized costs for exploratory and development wells is the sum of proved developed reserves only. Estimated future abandonment costs, net of salvage values, are included in the depreciable cost. Oil and gas properties are grouped for depreciation in accordance with the Accounting Standards Codification (“ASC”) ASC 932 “Extractive Activities—Oil and Gas” (“ASC 932”). The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field. When circumstances indicate that proved oil and gas properties may be impaired, the Company compares unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820, “Fair Value Measurements” (“ASC 820”). If applicable, the Company may utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. |
Asset Retirement Costs and Obligations | Asset Retirement Costs and Obligations Asset retirement obligations (“ARO”) represent the present value of the estimated cash flows expected to be incurred to plug, abandon, and remediate producing properties, excluding salvage values, at the end of their productive lives in accordance with applicable laws. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment, and remediation costs, well life, inflation, and credit-adjusted risk-free rate. The inputs are calculated based on historical data as well as current estimates. When the liability is initially recorded, the carrying amount of the related long-lived asset is increased. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized over the useful life of the related asset using the unit of production method and is included in “Depreciation, depletion and amortization” in the Company’s consolidated and combined statements of operations. If the ARO is settled for an amount other than the recorded amount, a gain or loss is recognized. To estimate the fair value of an asset retirement obligation, the Company employs a present value technique, which reflects certain assumptions, including its credit‑adjusted risk‑free interest rate, inflation rate, the estimated settlement date of the liability, and the estimated cost to settle the liability. Changes in timing or to the original estimate of cash flows will result in changes to the carrying amount of the liability and related long lived asset. |
Intangible Assets | Intangible Assets (Successor) Concurrent with the closing of the Business Combination, the Company and EnerVest entered into a non-compete agreement (the “Non-Compete”) pursuant to which EnerVest and certain of its affiliates are restricted from competing with the Company in certain counties comprising the Eagle Ford Shale. The Company recorded an estimated cost of $44.4 million for the Non-Compete as intangible assets on the consolidated balance sheet of the Successor. These intangible assets have a definite life and are subject to amortization utilizing the straight-line method over their economic life, currently estimated to be two and one half to four years |
Fair Value Measurements | Fair Value Measurements ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions, and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II 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 III—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. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Equity Method Investment | Equity Method Investment The Company accounts for its investment in Ironwood using the equity method of accounting. Accordingly, the Company recognizes its proportionate share of Ironwood’s net income in the consolidated and combined statements of operations as “Income from equity method investee.” Any distributions by Ironwood would decrease the Company’s investment in Ironwood. The Company evaluates its investment in Ironwood for potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of Ironwood that was other than temporary. |
Income Taxes | Income Taxes (Predecessor) The Karnes County Contributors, on behalf of the Predecessor, had elected under the Internal Revenue Code provisions to be treated as individual partnerships for tax purposes. Accordingly, items of income, expense, gains, and losses flowed through to the partners and were taxed at the partner level. Accordingly, no tax provision for federal income taxes was included in the financial statements. The Predecessor was subject to the Texas margin tax, which is considered a state income tax, and was included in “Income Tax Expense” on the statements of operations. The Predecessor recorded state income tax (current and deferred) based on taxable income, as defined under the rules for the margin tax. The Predecessor analyzed each income tax position using a two-step process. A determination was first made as to whether it was more likely than not that the income tax position would be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position was expected to meet the more likely than not criteria, the benefit recorded in the combined financial statements equaled the largest amount that was greater than 50% likely to be realized upon its ultimate settlement. The Predecessor considered its exposure for uncertain tax positions at the state tax level and did no t record any liabilities for uncertain tax positions for the year ended December 31, 2017. The Predecessor recorded income tax, related interest, and penalties, if any, as a component of income tax expense. The Predecessor did no t incur any interest or penalties on income for the period from January 1, 2018 to July 30, 2018 or during the year ended December 31, 2017. None of the Karnes County Contributors’ state tax returns are currently under examination by the relevant authorities. Income Taxes (Successor) Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Derivatives | Derivatives (Predecessor) The Karnes County Contributors, on behalf of the Predecessor, monitored the exposure to various business risks, including commodity price risk, and used derivatives to manage the impact of certain of these risks. The Karnes County Contributors used energy derivatives for mitigating risk resulting from fluctuations in the market price of oil, natural gas, and NGLs, and their policies did not permit the use of derivatives for speculative purposes. The Predecessor elected not to designate its derivatives as hedging instruments. Changes in the fair value of derivatives were recorded immediately to earnings as “Loss on derivatives, net” in the combined statement of operations. |
Purchase Price Allocation | Purchase Price Allocation Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business and recording deferred taxes for any differences between the allocated values and tax basis of assets and liabilities. Any excess of the purchase price over the amounts assigned to assets and liabilities is recorded as goodwill. The purchase price allocation is accomplished by recording each asset and liability at its estimated fair value. Estimated deferred taxes are based on available information concerning the tax basis of the acquired company’s assets, liabilities, and tax-related carryforwards at the merger date, although such estimates may change in the future as additional information becomes known. The amount of goodwill recorded in any particular business combination can vary significantly depending upon the values attributed to assets acquired and liabilities assumed relative to the total acquisition cost. When estimating the fair values of assets acquired and liabilities assumed, the Company must apply various assumptions. The most significant assumptions relate to the estimated fair values assigned to proved and unproved crude oil and natural gas properties. To estimate the fair values of these properties, the Company prepares estimates of crude oil and natural gas reserves. Estimated fair values assigned to assets acquired can have a significant effect on results of operations in the future. |
Commitments and Contingencies | Commitments and Contingencies Accruals for loss contingencies arising from claims, assessments, litigation, environmental, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Refer to Note 11 - Commitments and Contingencies for additional information. |
Revenue Recognition | Revenue Recognition (Predecessor) Oil, natural gas, and NGL revenues were recognized when production was sold to a purchaser at a fixed or determinable price, when delivery had occurred and title had transferred, and collectability of the revenue was reasonably assured. The Predecessor followed the sales method of accounting for revenues. Under this method of accounting, revenues were recognized based on volumes sold, which may have differed from the volumes entitled based on the Karnes County Business’ working interest. There were no material gas imbalances during the periods presented. Revenue Recognition (Successor) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU and the associated subsequent amendments (collectively, “ASC 606”), superseded virtually all of the revenue recognition guidance in GAAP by requiring companies to recognize revenue using a five-step model. The core principle of the five-step model is that an entity will recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Magnolia adopted this standard on December 31, 2018 for all Successor Periods using a modified retrospective approach. There were no significant changes to the timing of revenue recognized for sales of production as a result of ASC 606. However, the new guidance resulted in certain changes to the classification of processing and other fees between revenue and gathering, transportation, and processing expense. The amounts reclassified are immaterial to the financial statements and Predecessor Periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Adoption of the new standard is not anticipated to have a material impact on the Company’s net earnings on an ongoing basis. Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. Oil, natural gas, and NGL sales are recognized as revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, natural gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million Btu of natural gas, gallon of NGLs, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. The Company’s oil production is primarily sold under market-sensitive contracts that are typically priced at a differential to the New York Mercantile Exchange (“NYMEX”) price or at purchaser posted prices for the producing area. For oil contracts, the Company generally records sales based on the net amount received. For natural gas contracts, the Company generally records wet gas sales (which consists of natural gas and NGLs based on end products after processing) at the wellhead or inlet of the gas processing plant (i.e., the point of control transfer) as revenues net of gathering, transportation, and processing expenses if the processor is the customer and there is no redelivery of commodities to the Company at the tailgate of the plant. Conversely, the Company generally records residual natural gas and NGL sales at the tailgate of the plant (i.e., the point of control transfer) on a gross basis along with the associated gathering, transportation, and processing expenses if the processor is a service provider and there is redelivery of one or several commodities to the Company at the tailgate of the plant. The facts and circumstances of an arrangement are considered and judgment is often required in making this determination. For processing contracts that require noncash consideration in exchange for processing services, the Company recognizes revenue and an equal gathering, transportation, and processing expense for commodities transferred to the service provider. Customers are invoiced once the Company’s performance obligations have been satisfied. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. There are no judgments that significantly affect the amount or timing of revenue from contracts with customers. Accordingly, the Company’s product sales contracts do not give rise to material contract assets or contract liabilities. The Company’s receivables consist mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. Receivables from contracts with customers totaled $100.4 million as of December 31, 2019 and $100.1 million as of December 31, 2018. Accounts receivable are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts. The Company routinely assesses the collectability of all material trade and other receivables. The Company’s receivables consist mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. The Company accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. The Company had no allowance for doubtful accounts as of December 31, 2019 or December 31, 2018. 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 and combined statements of operations for all periods presented. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. The Company does not disclose the value of unsatisfied performance obligations for contracts as all contracts have either an original expected length of one year or less, or the entire future consideration is variable and allocated entirely to a wholly unsatisfied performance obligation. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock (Successor) The Company’s basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Class A Common Stock outstanding for the period. Diluted EPS includes the effect of the Company’s outstanding restricted stock units (“RSUs”), performance stock units (“PSUs”), warrants exchanged for Class A Common Stock and exchanges or repurchases of Class B Common Stock if the inclusion of these items is dilutive. Refer to Note 15 - Earnings Per Share for additional information and the calculation of EPS. |
Stock Based Compensation | Stock Based Compensation (Successor) Magnolia has established a long-term incentive plan for certain employees and directors that allows for granting RSUs and PSUs. RSUs granted are valued on the date of the grant using the quoted market price of Magnolia's Class A Common Stock. PSUs granted are based on the grant date fair value determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. Both RSUs and PSUs are expensed on a straight-line basis over the requisite service period. The Company records expense associated with the fair value of stock based compensation under the fair value recognition provisions of ASC Topic 718, “Compensation-Stock Compensation” and that expense is included within “General and administrative expenses” in the accompanying consolidated and combined statements of operations. The Company accounts for forfeitures as they occur. These plans and related accounting policies are defined and described more fully in Note 14 - Stock Based Compensation. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the FASB issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected the package of transition practical expedients provided by the new standard that allow the Company to not reassess under the new standard its prior conclusions about lease identification, classification related to contracts that commenced prior to adoption, and to apply the standard prospectively to all new or modified land easements and rights-of-way. The Company has also elected a policy to not recognize right of use assets and lease liabilities related to short-term leases. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Magnolia adopted this standard on January 1, 2019 and recognized right of use assets and lease liabilities for certain commitments primarily related to real estate, vehicles, and field equipment, while prior reporting periods are presented in accordance with historical accounting treatment under ASC Topic 840, Leases (“ASC 840”). The Company determines if an arrangement is a lease at inception. Operating leases are included in other long-term assets, other current liabilities, and other long-term liabilities in Magnolia’s consolidated balance sheet as of December 31, 2019 . Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Magnolia’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. For more information, refer to |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016 the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires the use of a forward-looking “expected loss” model as opposed to the current “incurred loss” model. This standard is effective for the Company in the first quarter of 2020. The Company has evaluated the new standard and does not believe the adoption will have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The amendments in the update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The Company early adopted ASU 2018-15 effective April 1, 2019, with prospective application. The adoption did not have a material impact on the Company’s consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Consideration for Business Combination | The purchase consideration for the Business Combination was as follows: (In thousands) Purchase Consideration: Cash consideration $ 1,214,966 Stock consideration (1) 1,398,238 Fair value of contingent earnout purchase consideration (2) 169,000 Total purchase price consideration $ 2,782,204 (1) At closing of the Business Combination, the Karnes County Contributors received 83.9 million shares of Class B Common Stock (and a corresponding number of Magnolia LLC Units) and 31.8 million shares of Class A Common Stock. On March 29, 2019, Magnolia and EnerVest consummated the final settlement pursuant to the Karnes County Contribution Agreement as agreed to by the parties, with the Karnes County Contributors forfeiting an aggregate of 2.1 million shares of Class A and Class B Common Stock to Magnolia (and a corresponding number of Magnolia LLC Units). (2) Pursuant to ASC 805, ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815, “Derivatives and Hedging,” the Karnes County earnout consideration was valued at fair value as of the Closing Date and was classified in stockholders’ equity. The Giddings earnout was valued at fair value as of the Closing Date and was classified as a liability. The fair value of the earnouts was determined using the Monte Carlo simulation valuation method based on Level 3 inputs in the fair value hierarchy. |
Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed on the acquisition date: (In thousands) Fair value of assets acquired Accounts receivable $ 61,790 Other current assets 2,853 Oil and natural gas properties (1) 2,813,140 Ironwood equity investment 18,100 Total fair value of assets acquired 2,895,883 Fair value of liabilities assumed Accounts payable and other current liabilities (65,908 ) Asset retirement obligations (34,132 ) Deferred tax liability (13,639 ) Fair value of net assets acquired $ 2,782,204 (1) The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed: (In thousands) Fair value of assets acquired Other current assets $ 1,290 Oil and natural gas properties (1) 201,337 Total fair value of assets acquired 202,627 Fair value of liabilities assumed Asset retirement obligations and other current liabilities (9,666 ) Fair value of net assets acquired $ 192,961 (1) The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management at the time of the valuation. The recognized fair value of identifiable assets and acquired liabilities assumed in connection with the GulfTex Acquisition, is as follows: (In thousands) Purchase price allocation: Accounts receivable $ 10,501 Proved oil and natural gas properties 118,572 Unproved oil and natural gas properties 22,802 Accounts payable and accrued liabilities (1,679 ) Asset retirement obligations (57 ) $ 150,139 The recognized fair value of identifiable assets and acquired liabilities assumed in connection with the BlackBrush Acquisition is as follows: (In thousands) Purchase price allocation: Accounts receivable $ 2,193 Proved oil and natural gas properties 57,263 Unproved oil and natural gas properties 1,552 Accounts payable and accrued liabilities (2,244 ) Asset retirement obligations (111 ) $ 58,653 |
Schedule of Pro Forma Information | The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Business Combination taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. (Unaudited Pro Forma) (In thousands, except per share data) Year Ended December 31, 2018 Year Ended December 31, 2017 Total revenues $ 978,431 $ 555,714 Net income attributable to Class A Common Stock 188,934 70,491 Net income per share - basic 1.22 0.54 Net income per share - diluted 1.19 0.51 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Fair Values of Financial Instruments Not Carried at Fair Value | The carrying value and fair value of the financial instrument that is not carried at fair value in the accompanying consolidated balance sheet as of December 31, 2019 is as follows: December 31, 2019 (In thousands) Carrying Value Fair Value Long-term debt $ 389,835 $ 412,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | (In thousands) December 31, 2019 Non-compete intangible assets $ 44,400 Accumulated amortization (20,549 ) Intangible assets, net $ 23,851 Weighted average amortization period (in years) 3.25 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | The following table provides detail of the Company’s other current liabilities for the periods presented: (In thousands) December 31, 2019 December 31, 2018 Accrued capital expenditures $ 40,722 $ 50,633 Accrued general and administrative expenditures 9,753 17,551 Accrued interest 10,000 10,067 Other 35,305 42,808 Total other current liabilities $ 95,780 $ 121,059 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Changes in Asset Retirement Obligations | The following table summarizes the changes in the Company’s asset retirement obligations for the periods presented: Successor Predecessor (In thousands) Year Ended December 31, 2019 July 31, 2018 Through December 31, 2018 January 1, 2018 Through July 30, 2018 Year Ended December 31, 2017 Asset retirement obligations, beginning of period $ 85,983 $ — $ 3,929 $ 2,421 Revisions to estimates 69 39,584 — 805 Liabilities incurred and assumed 7,082 44,897 553 774 Liabilities settled (3,104 ) (166 ) (85 ) (303 ) Accretion expense 5,512 1,668 104 232 Asset retirement obligations, end of period $ 95,542 $ 85,983 $ 4,501 $ 3,929 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of Debt | The Company’s debt is comprised of the following: (In thousands) December 31, 2019 Revolving credit facility $ — 6.0% Senior Notes due 2026 400,000 Total long-term debt 400,000 Less: Unamortized deferred financing cost (10,165 ) Total debt, net $ 389,835 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities and Supplemental Information | (In thousands) December 31, 2019 Operating Leases Operating lease assets $ 4,035 Operating lease liabilities - current $ 2,550 Operating lease liabilities - long-term 1,476 Total operating lease liabilities $ 4,026 Weighted average remaining lease term (in years) 1.9 Weighted average discount rate 3.8 % |
Schedule of Maturity of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019 under the scope of ASC 842 are as follows: (In thousands) Maturity of Lease Liabilities (1) Operating Leases 2020 $ 2,647 2021 1,170 2022 165 2023 98 2024 43 After 2024 48 Total lease payments $ 4,171 Less: Interest (145 ) Present value of lease liabilities $ 4,026 (1) As of December 31, 2018, minimum future contractual payments for long-term operating leases under the scope of ASC 840 were $881 thousand in 2019, $646 thousand in 2020, $198 thousand in 2021, $14 thousand in 2022, $15 thousand in 2023 and $63 thousand thereafter. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations for Long-term Operating Leases and Purchase Obligations | At December 31, 2019, contractual obligations for long-term operating leases and purchase obligations are as follows: Net Minimum Commitments (In thousands) Total 2020 2021-2022 2023-2024 2025 & Beyond Purchase obligations (1) $ 3,417 $ 1,060 $ 1,474 $ 883 $ — Operating lease obligations (2) 9,851 2,647 3,159 2,310 1,735 Total Net Minimum Commitments $ 13,268 $ 3,707 $ 4,633 $ 3,193 $ 1,735 (1) Amounts represent any agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These include minimum commitments associated with firm transportation contracts and IT-related service commitments. The costs incurred under these obligations were $1.5 million , $0.7 million , and $0.5 million for the 2019 Successor Period, the combined 2018 Successor Period and 2018 Predecessor Period, and the 2017 Predecessor Period, respectively. (2) Amounts include long-term lease payments for office space, vehicles, equipment related to exploration, development, and production activities, as well as long-term obligations expected to be incurred for leases commencing in 2020. Refer to Note 10 - Leases for additional information. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision (Benefit) | The Company’s income tax provision consists of the following components: Successor Predecessor (In thousands) Year Ended July 31, 2018 January 1, 2018 Through Year Ended December 31, 2017 Current: Federal $ — $ (1,054 ) $ — $ — State 499 381 1,461 689 499 (673 ) 1,461 689 Deferred: Federal 13,817 11,431 — — State 444 697 324 2,052 14,261 12,128 324 2,052 Total provision $ 14,760 $ 11,455 $ 1,785 $ 2,741 |
Reconciliation of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax expense to the income tax expense or benefit from continuing operations provided at December 31, 2019 , is as follows: Successor Predecessor (In thousands) Year Ended December 31, 2019 July 31, 2018 Through December 31, 2018 January 1, 2018 Year Ended December 31, 2017 Income tax expense at the federal statutory rate $ 20,966 $ 19,706 $ — $ — State income tax expense, net of federal income tax benefits 847 1,028 1,785 2,741 Noncontrolling interest in partnerships (7,309 ) (9,103 ) — — Other 256 (176 ) — — Income tax expense $ 14,760 $ 11,455 $ 1,785 $ 2,741 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant positions of the deferred income tax assets and liabilities are presented below: Successor (In thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 1,274 $ 7,336 Capitalized transaction costs 3,185 6,677 Other assets — 102 Total deferred tax assets 4,459 14,115 Deferred tax liabilities: Investment in partnership (76,260 ) (63,110 ) Oil and natural gas properties (6,033 ) (5,598 ) Total deferred tax liabilities (82,293 ) (68,708 ) Net deferred tax asset liabilities $ (77,834 ) $ (54,593 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of RSU Activity | The table below summarizes RSU activity for the year ended December 31, 2019 : Restricted Stock Units Weighted Average Grant Date Fair Value Unvested RSUs, beginning of period 807,431 $ 13.97 Granted 604,328 12.28 Vested (310,225 ) 14.25 Forfeited (1,633 ) 11.05 Unvested RSUs, end of period 1,099,901 $ 12.97 |
Schedule of PSU Activity | The table below summarizes PSU activity for the year ended December 31, 2019 : Performance Stock Units Weighted Average Grant Date Fair Value Unvested PSUs, beginning of period 475,312 $ 14.58 Granted 267,482 13.87 Vested (41,666 ) 14.58 Forfeited — — Unvested PSUs, end of period 701,128 $ 14.31 |
Schedule of Assumptions Used to Calculate Grant Date Fair Value of PSUs | The following table summarizes the assumptions used to calculate the grant date fair value of these PSUs. Grant Date Fair Value Assumptions Expected term (in years) 2.85 - 2.67 Expected volatility 33.61% - 31.58% Risk-free interest rate 2.48% - 2.29% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators for Basic and Diluted Per Share Computation | A reconciliation of the numerators and denominators of the basic and diluted per share computations follows. No such computation is necessary for the Predecessor Period as the Predecessor was not previously accounted for as a standalone legal entity and did not have publicly traded securities. (In thousands, except per share data) Year Ended July 31, 2018 Through December 31, 2018 Basic: Net income attributable to Class A Common Stock $ 47,433 $ 39,095 Weighted average number of common shares outstanding during the period - basic 161,886 154,527 Net income per share of Class A Common Stock - basic $ 0.29 $ 0.25 Diluted: Net income attributable to Class A Common Stock $ 47,433 $ 39,095 Weighted average number of common shares outstanding during the period - basic 161,886 154,527 Add: Dilutive effect warrants, stock based compensation, and other 5,161 3,705 Weighted average number of common shares outstanding during the period - diluted 167,047 158,232 Net income per share of Class A Common Stock - diluted $ 0.28 $ 0.25 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | Supplemental cash flow disclosures are presented below: Successor Predecessor (In thousands) Year Ended July 31, 2018 Through December 31, 2018 January 1, 2018 Through Year Ended December 31, 2017 Supplemental non-cash operating activity: Cash paid for income taxes $ 390 $ — $ 336 $ 43 Cash paid for interest 26,226 889 — — Supplemental non-cash investing and financing activity: Accruals or liabilities for capital expenditures $ 40,722 $ 50,633 $ 38,028 $ 53,274 Contributions of assets to purchase equity method investment — — — 450 Contingent Consideration issued in Business Combination — 149,700 — — Non-Compete agreement entered into in Business Combination — 44,400 — — Equity issuances in connection with acquisitions 33,693 1,481,692 — — Non-cash deemed dividend related to warrant exchange 2,763 — — — Supplemental non-cash lease operating activity: Right-of-use assets obtained in exchange for operating lease obligations $ 6,720 $ — $ — $ — |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, shares in Millions | Jul. 31, 2018USD ($)$ / sharesshares | Mar. 15, 2018subsidiary | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Business Acquisition [Line Items] | ||||
Number of wholly owned subsidiaries formed | subsidiary | 3 | |||
Senior Notes | 6.0% Senior Notes due 2026 | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount of debt issued and sold | $ | $ 400,000,000 | |||
Stated interest rate | 6.00% | 6.00% | ||
Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class B Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Business Combination | ||||
Business Acquisition [Line Items] | ||||
Aggregate consideration, cash | $ | $ 1,214,966,000 | |||
Business Combination | Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Aggregate consideration, common stock (in shares) | 31.8 | |||
Business Combination | Class A Common Stock | Private Placement | ||||
Business Acquisition [Line Items] | ||||
Shares issued and sold (in shares) | 35.5 | |||
Gross proceeds from shares issued and sold | $ | $ 355,000,000 | |||
Business Combination | Class B Common Stock | ||||
Business Acquisition [Line Items] | ||||
Aggregate consideration, common stock (in shares) | 83.9 | |||
Business Combination | Magnolia LLC Units | ||||
Business Acquisition [Line Items] | ||||
Aggregate consideration, common stock (in shares) | 83.9 | |||
Ironwood | ||||
Business Acquisition [Line Items] | ||||
Percentage of membership interest | 35.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary - Magnolia LLC | Dec. 31, 2019 | Dec. 17, 2019 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | |||
Percentage of economic interest | 66.10% | 64.60% | 66.10% |
Percentage of economic interest owned by noncontrolling interest holders | 33.90% | 35.40% | 33.90% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 182.6 | $ 135.8 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Asset (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment recorded | $ 0 | |
Non-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated cost of intangible assets | $ 44,400,000 | $ 44,400,000 |
Non-Compete | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated economic life of intangible assets | 2 years 6 months | |
Non-Compete | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated economic life of intangible assets | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Jul. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Liabilities for uncertain tax positions | $ 0 | $ 0 | |
Interest or penalties on income incurred during the period | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
General required payment period | 30 days | |
Receivables from contracts with customers | $ 100,400,000 | $ 100,100,000 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Acquisitions - Narrative (Deta
Acquisitions - Narrative (Details) $ in Thousands | May 31, 2019USD ($)shares | Mar. 29, 2019USD ($)shares | Mar. 14, 2019USD ($) | Feb. 05, 2019USD ($)shares | Sep. 28, 2018USD ($) | Aug. 31, 2018USD ($)shares | Jul. 31, 2018USD ($)trancheshares | Mar. 01, 2018USD ($) | Jan. 31, 2017USD ($) | Mar. 31, 2019 | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($) | Jul. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Cash payment to fully settle earnout obligation | $ 26,000 | $ 0 | $ 0 | $ 0 | ||||||||||||
Transaction costs incurred | $ 24,607 | 0 | 438 | 0 | ||||||||||||
Loss related to settlement | $ (6,700) | $ 0 | $ 0 | $ 0 | ||||||||||||
Highlander Oil & Gas Holdings LLC (Highlander) | MGY Louisiana LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percentage of units held | 85.00% | 85.00% | ||||||||||||||
Karnes County Assets | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash payments to acquire certain oil and natural gas properties, subject to customary closing adjustments | $ 36,300 | |||||||||||||||
Highlander Acquisition | Highlander Oil & Gas Holdings LLC (Highlander) | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration paid for asset | $ 50,900 | |||||||||||||||
Eocene-Tuscaloosa Zone, Ultra Deep Structure Gas Well | Highlander Oil & Gas Holdings LLC (Highlander) | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Percent working interest acquired | 72.00% | |||||||||||||||
Gulf Coast Ultra Deep Royalty Trust | Highlander Oil & Gas Holdings LLC (Highlander) | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of units acquired (in shares) | shares | 31,100,000 | |||||||||||||||
Class A Common Stock | Karnes County Assets | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued as consideration to acquire certain oil and natural gas properties (in shares) | shares | 3,100,000 | |||||||||||||||
EnerVest Business Combination | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 1,214,966 | |||||||||||||||
Transaction costs incurred | 24,800 | $ 34,300 | ||||||||||||||
Debt issuance costs incurred in connection with consummation of Business Combination | 23,500 | |||||||||||||||
One time purchase of seismic license continuation | 11,000 | |||||||||||||||
Loss related to settlement | $ 6,700 | |||||||||||||||
Total purchase price consideration | $ 2,782,204 | |||||||||||||||
EnerVest Business Combination | Non-Compete | Tranche One | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Estimated economic life of intangible asset | 2 years 6 months | |||||||||||||||
EnerVest Business Combination | Non-Compete | Tranche Two | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Estimated economic life of intangible asset | 4 years | |||||||||||||||
EnerVest Business Combination | Class B Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 83,900,000 | |||||||||||||||
EnerVest Business Combination | Magnolia LLC Units | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 83,900,000 | |||||||||||||||
EnerVest Business Combination | Class A Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 31,800,000 | |||||||||||||||
EnerVest Business Combination | Class A Common Stock | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | shares | 4,000,000 | |||||||||||||||
Number of tranches | tranche | 2 | |||||||||||||||
EnerVest Business Combination | Class A Common Stock | Affiliate | Tranche One | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | shares | 2,000,000 | |||||||||||||||
EnerVest Business Combination | Class A Common Stock | Affiliate | Tranche Two | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | shares | 2,000,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 911,500 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Karnes County Contribution Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Net cash payment for (from) final settlement | $ (4,300) | |||||||||||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | shares | 2,100,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Karnes County Contribution Agreement | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Term of contribution agreement | 5 years | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class B Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 83,900,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class B Common Stock | Karnes County Contribution Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | shares | 1,600,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class B Common Stock | Karnes County Contribution Agreement | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional shares issued upon meeting stock price thresholds (in shares) | shares | 9,400,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Magnolia LLC Units | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 83,900,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Magnolia LLC Units | Karnes County Contribution Agreement | Magnolia LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | shares | 1,600,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Magnolia LLC Units | Karnes County Contribution Agreement | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional shares issued upon meeting stock price thresholds (in shares) | shares | 9,400,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Magnolia LLC Units | Karnes County Contribution Agreement | Affiliate | Magnolia LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional shares issued upon meeting stock price thresholds (in shares) | shares | 9,400,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class A Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 31,800,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class A Common Stock | Karnes County Contribution Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | shares | 500,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Class A Common Stock | Karnes County Contribution Agreement | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 13,000,000 | |||||||||||||||
Additional shares issued upon meeting stock price thresholds (in shares) | shares | 3,600,000 | |||||||||||||||
EnerVest Business Combination | Karnes County Contributors | Exchange of Class B Common Stock and Magnolia LLC Units for Class A Common Stock | Class B Common Stock together with Magnolia LLC Units | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Exchange ratio for equity interests issued | 1 | |||||||||||||||
EnerVest Business Combination | Giddings Sellers | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 282,700 | |||||||||||||||
EnerVest Business Combination | Giddings Sellers | Giddings Purchase Agreement | Affiliate | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Authorized amount of cash earnout payments | 47,000 | |||||||||||||||
Cash payment to fully settle earnout obligation | $ 26,000 | |||||||||||||||
EnerVest Business Combination | Ironwood Sellers | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 25,000 | |||||||||||||||
Harvest | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash consideration | $ 133,300 | |||||||||||||||
Total purchase price consideration | $ 191,500 | |||||||||||||||
Harvest | Class A Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity interests issued in business combination (in shares) | shares | 4,200,000 | |||||||||||||||
Harvest | Harvest | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Net cash payment for (from) final settlement | $ 1,400 | |||||||||||||||
GulfTex Acquisition | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total purchase price consideration | $ 150,100 | |||||||||||||||
Black Brush | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total purchase price consideration | $ 58,700 |
Acquisitions - Schedule of Pur
Acquisitions - Schedule of Purchase Consideration for Business Combination (Details) - USD ($) $ in Thousands, shares in Millions | Mar. 29, 2019 | Jul. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Stock consideration | $ 1,481,692 | $ 0 | $ 33,693 | $ 0 | ||
EnerVest Business Combination | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 1,214,966 | |||||
Stock consideration | 1,398,238 | |||||
Fair value of contingent earnout purchase consideration | 169,000 | |||||
Total purchase price consideration | 2,782,204 | |||||
EnerVest Business Combination | Karnes County Contributors | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 911,500 | |||||
EnerVest Business Combination | Karnes County Contributors | Karnes County Contribution Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | 2.1 | |||||
EnerVest Business Combination | Class B Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 83.9 | |||||
EnerVest Business Combination | Class B Common Stock | Karnes County Contributors | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 83.9 | |||||
EnerVest Business Combination | Class B Common Stock | Karnes County Contributors | Karnes County Contribution Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | 1.6 | |||||
EnerVest Business Combination | Magnolia LLC Units | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 83.9 | |||||
EnerVest Business Combination | Magnolia LLC Units | Karnes County Contributors | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 83.9 | |||||
EnerVest Business Combination | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 31.8 | |||||
EnerVest Business Combination | Class A Common Stock | Karnes County Contributors | ||||||
Business Acquisition [Line Items] | ||||||
Equity interests issued in business combination (in shares) | 31.8 | |||||
EnerVest Business Combination | Class A Common Stock | Karnes County Contributors | Karnes County Contribution Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Shares forfeited pursuant to Contribution and Merger Agreement (in shares) | 0.5 |
Acquisitions - Summary of Allo
Acquisitions - Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Jul. 31, 2018 | Mar. 01, 2018 | Jan. 31, 2017 |
EnerVest Business Combination | ||||
Fair value of assets acquired | ||||
Accounts receivable | $ 61,790 | |||
Other current assets | 2,853 | |||
Oil and natural gas properties | 2,813,140 | |||
Ironwood equity investment | 18,100 | |||
Total fair value of assets acquired | 2,895,883 | |||
Fair value of liabilities assumed | ||||
Accounts payable and other current liabilities | (65,908) | |||
Asset retirement obligations and other current liabilities | (34,132) | |||
Deferred tax liability | (13,639) | |||
Fair value of net assets acquired | $ 2,782,204 | |||
Harvest Acquisition | ||||
Fair value of assets acquired | ||||
Other current assets | $ 1,290 | |||
Oil and natural gas properties | 201,337 | |||
Total fair value of assets acquired | 202,627 | |||
Fair value of liabilities assumed | ||||
Asset retirement obligations and other current liabilities | (9,666) | |||
Fair value of net assets acquired | $ 192,961 | |||
GulfTex Acquisition | ||||
Fair value of assets acquired | ||||
Accounts receivable | $ 10,501 | |||
Proved oil and natural gas properties | 118,572 | |||
Unproved oil and natural gas properties | 22,802 | |||
Fair value of liabilities assumed | ||||
Accounts payable and other current liabilities | (1,679) | |||
Asset retirement obligations and other current liabilities | (57) | |||
Fair value of net assets acquired | $ 150,139 | |||
Black Brush | ||||
Fair value of assets acquired | ||||
Accounts receivable | $ 2,193 | |||
Proved oil and natural gas properties | 57,263 | |||
Unproved oil and natural gas properties | 1,552 | |||
Fair value of liabilities assumed | ||||
Accounts payable and other current liabilities | (2,244) | |||
Asset retirement obligations and other current liabilities | (111) | |||
Fair value of net assets acquired | $ 58,653 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - EnerVest Business Combination - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 978,431 | $ 555,714 |
Net income attributable to Class A Common Stock | $ 188,934 | $ 70,491 |
Net income per share - basic (in dollars per share) | $ 1.22 | $ 0.54 |
Net income per share - diluted (in dollars per share) | $ 1.19 | $ 0.51 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | ||
Jul. 31, 2019 | Jul. 25, 2019 | Dec. 31, 2019 | |
Carrying Value | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 389,835 | ||
Fair Value | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 412,000 | ||
Class A Common Stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Common stock issued in exchange for Warrants (in shares) | 9.2 | 9.2 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Predecessor) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Loss on derivatives | $ 0 | $ 0 | $ 18,127 | $ 0 | $ 8,488 |
Total cash settlement payments | $ 0 | $ 27,617 | $ 0 | $ 1,097 |
Intangible Assets - Narrative
Intangible Assets - Narrative (Details) $ in Thousands | Jul. 31, 2018trancheshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Non-Compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated cost of intangible assets | $ | $ 44,400 | $ 44,400 | |
Non-Compete | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life of intangible asset | 2 years 6 months | ||
Non-Compete | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life of intangible asset | 4 years | ||
EnerVest Business Combination | Non-Compete | Tranche One | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life of intangible asset | 2 years 6 months | ||
EnerVest Business Combination | Non-Compete | Tranche Two | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life of intangible asset | 4 years | ||
EnerVest Business Combination | Class A Common Stock | Affiliate of EnerVest | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | 4,000,000 | ||
Number of tranches | tranche | 2 | ||
EnerVest Business Combination | Class A Common Stock | Affiliate of EnerVest | Tranche One | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | 2,000,000 | ||
EnerVest Business Combination | Class A Common Stock | Affiliate of EnerVest | Tranche Two | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of shares authorized for issuance based on achievement of certain stock price thresholds (in shares) | 2,000,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (20,549) | |
Intangible assets, net | $ 23,851 | $ 38,356 |
Weighted average amortization period (in years) | 3 years 3 months | |
Non-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-compete intangible assets | $ 44,400 | $ 44,400 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued capital expenditures | $ 40,722 | $ 50,633 |
Accrued general and administrative expenditures | 9,753 | 17,551 |
Accrued interest | 10,000 | 10,067 |
Other | 35,305 | 42,808 |
Total other current liabilities | $ 95,780 | $ 121,059 |
Asset Retirement Obligations -
Asset Retirement Obligations - Changes in Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Asset retirement obligations, beginning of period | $ 4,501 | $ 0 | $ 3,929 | $ 85,983 | $ 2,421 |
Revisions to estimates | 39,584 | 0 | 69 | 805 | |
Liabilities incurred and assumed | 44,897 | 553 | 7,082 | 774 | |
Liabilities settled | (166) | (85) | (3,104) | (303) | |
Accretion expense | 1,668 | 1,668 | 104 | 5,512 | 232 |
Asset retirement obligations, end of period | $ 85,983 | $ 85,983 | $ 4,501 | $ 95,542 | $ 3,929 |
Long Term Debt - Components of
Long Term Debt - Components of Debt (Details) - USD ($) | Dec. 31, 2019 | Jul. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | |
Less: Unamortized deferred financing cost | (10,165,000) | |
Total debt, net | 389,835,000 | |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | |
Senior Notes | 6.0% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | |
Stated interest rate | 6.00% | 6.00% |
Long Term Debt - Credit Facili
Long Term Debt - Credit Facility Narrative (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | |
Line of Credit Facility [Line Items] | ||
Outstanding borrowings | $ 400,000,000 | |
Line of Credit | RBL Facility | ||
Line of Credit Facility [Line Items] | ||
Deferred financing costs incurred in connection with securing the RBL Facility | $ 11,700,000 | |
Amortization period | 5 years | |
Interest expense | $ 1,900,000 | $ 4,500,000 |
Outstanding borrowings | 0 | |
Line of Credit | RBL Facility | Magnolia Operating | ||
Line of Credit Facility [Line Items] | ||
Maximum commitments, aggregate principal amount | 1,000,000,000 | |
Initial borrowing base | $ 550,000,000 | |
Leverage ratio (less than) | 4 | |
Leverage ratio, minimum threshold for current ratio | 3 | |
Current ratio (greater than) | 1 | |
Line of Credit | Letter of Credit Sublimit | Magnolia Operating | ||
Line of Credit Facility [Line Items] | ||
Maximum commitments, aggregate principal amount | $ 100,000,000 |
Long Term Debt - 2026 Senior N
Long Term Debt - 2026 Senior Notes Narrative (Details) - Senior Notes - 6.0% Senior Notes due 2026 - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 400,000,000 | ||
Stated interest rate | 6.00% | 6.00% | |
Redemption price, percentage of principal amount of Notes redeemed | 100.00% | ||
Deferred financing costs incurred in connection with securing the 2026 Senior Notes | $ 11,800,000 | ||
Interest expense | $ 10,500,000 | $ 25,200,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Remaining lease term (up to) | 8 years |
Operating lease costs | $ 2.8 |
Short-term lease costs | 26.9 |
Variable lease costs | 3.2 |
Cash paid for amounts included in the measurement of lease liabilities in operating cash flows from operating leases | $ 2.8 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities and Supplemental Information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
Operating lease assets | $ 4,035 |
Operating lease liabilities - current | 2,550 |
Operating lease liabilities - long-term | 1,476 |
Total operating lease liabilities | $ 4,026 |
Weighted average remaining lease term (in years) | 1 year 10 months 24 days |
Weighted average discount rate | 3.80% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 2,647 | |
2021 | 1,170 | |
2022 | 165 | |
2023 | 98 | |
2024 | 43 | |
After 2024 | 48 | |
Total lease payments | 4,171 | |
Less: Interest | (145) | |
Present value of lease liabilities | $ 4,026 | |
Maturity of Lease Liabilities | ||
2019 | $ 881 | |
2020 | 646 | |
2021 | 198 | |
2022 | 14 | |
2023 | 15 | |
Thereafter | $ 63 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Amounts accrued with respect to outstanding litigation | $ 0 | $ 0 | |
Purchase obligations | |||
Total | 3,417,000 | ||
2020 | 1,060,000 | ||
2021-2022 | 1,474,000 | ||
2023-2024 | 883,000 | ||
2025 & Beyond | 0 | ||
Operating lease obligations | |||
Total | 9,851,000 | ||
2020 | 2,647,000 | ||
2021-2022 | 3,159,000 | ||
2023-2024 | 2,310,000 | ||
2025 & Beyond | 1,735,000 | ||
Total Net Minimum Commitments | |||
Total | 13,268,000 | ||
2020 | 3,707,000 | ||
2021-2022 | 4,633,000 | ||
2023-2024 | 3,193,000 | ||
2025 & Beyond | 1,735,000 | ||
Costs incurred under obligations | $ 1,500,000 | $ 700,000 | $ 500,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Current: | |||||
Federal | $ (1,054) | $ 0 | $ 0 | $ 0 | |
State | 381 | 1,461 | 499 | 689 | |
Current income tax provision (benefit) | (673) | 1,461 | 499 | 689 | |
Deferred: | |||||
Federal | 11,431 | 0 | 13,817 | 0 | |
State | 697 | 324 | 444 | 2,052 | |
Deferred income tax provision (benefit) | 12,128 | $ 12,128 | 324 | 14,261 | 2,052 |
Total provision | $ 11,455 | $ 1,785 | $ 14,760 | $ 2,741 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Jul. 30, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Liabilities for uncertain tax positions | $ 0 | $ 0 | ||
Amounts incurred for interest and penalties | 0 | $ 0 | $ 0 | |
Valuation allowance | $ 0 | |||
Annual effective tax rate | 12.20% | 14.80% | ||
U.S. Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss with indefinite carryforwards | $ 6,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense or Benefit from Continuing Operations (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense at the federal statutory rate | $ 19,706 | $ 0 | $ 20,966 | $ 0 |
State income tax expense, net of federal income tax benefits | 1,028 | 1,785 | 847 | 2,741 |
Noncontrolling interest in partnerships | (9,103) | 0 | (7,309) | 0 |
Other | (176) | 0 | 256 | 0 |
Total provision | $ 11,455 | $ 1,785 | $ 14,760 | $ 2,741 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,274 | $ 7,336 |
Capitalized transaction costs | 3,185 | 6,677 |
Other assets | 0 | 102 |
Total deferred tax assets | 4,459 | 14,115 |
Deferred tax liabilities: | ||
Investment in partnership | (76,260) | (63,110) |
Oil and natural gas properties | (6,033) | (5,598) |
Total deferred tax liabilities | (82,293) | (68,708) |
Net deferred tax asset liabilities | $ (77,834) | $ (54,593) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2019voteshares | Dec. 18, 2019USD ($)shares | Dec. 17, 2019 | Feb. 05, 2019 | Jul. 31, 2019shares | Jul. 25, 2019shares | Mar. 31, 2019 | Dec. 31, 2019USD ($)vote$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)voteshares | Jul. 30, 2018USD ($) | Dec. 31, 2019USD ($)voteshares | Dec. 31, 2017USD ($) | Aug. 05, 2019shares | Jun. 07, 2019shares |
Class of Stock [Line Items] | ||||||||||||||||
Warrants outstanding (in shares) | 31,700,000 | |||||||||||||||
Non-cash deemed dividend related to warrant exchange | $ | $ 0 | $ 2,800 | $ 0 | $ 2,763 | $ 0 | |||||||||||
Capitalized offering expenses | $ | $ 2,200 | |||||||||||||||
Total cost of shares repurchased | $ | $ 10,277 | |||||||||||||||
Joint Venture | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Percentage of economic interest owned by noncontrolling interest holders | 15.00% | |||||||||||||||
MGY Louisiana LLC | Joint Venture | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Percentage of units held | 85.00% | 85.00% | ||||||||||||||
Public Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants outstanding (in shares) | 21,700,000 | |||||||||||||||
Private Placement Warrants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants outstanding (in shares) | 10,000,000 | |||||||||||||||
VIE, Primary Beneficiary | Magnolia LLC | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Percentage of economic interest owned by noncontrolling interest holders | 33.90% | 35.40% | 33.90% | 33.90% | 33.90% | |||||||||||
Percentage of economic interest owned | 66.10% | 64.60% | 66.10% | |||||||||||||
Magnolia LLC | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock repurchased, cash consideration | $ | $ 69,100 | |||||||||||||||
Class A Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | 1,300,000,000 | 1,300,000,000 | 1,300,000,000 | 1,300,000,000 | 1,300,000,000 | 1,300,000,000 | ||||||||||
Common stock, shares issued (in shares) | 168,318,000 | 168,318,000 | 156,333,000 | 156,333,000 | 168,318,000 | 168,318,000 | ||||||||||
Common stock, shares outstanding (in shares) | 167,318,000 | 167,318,000 | 156,333,000 | 156,333,000 | 167,318,000 | 167,318,000 | ||||||||||
Number of votes for each share held | vote | 1 | 1 | 1 | 1 | ||||||||||||
Common stock issued in exchange for Warrants tendered in the Offer (in shares) | 0.29 | |||||||||||||||
Aggregate shares issued (in shares) | 9,200,000 | 9,200,000 | ||||||||||||||
Number of shares authorized to be repurchased (in shares) | 10,000,000 | |||||||||||||||
Number of shares repurchased (in shares) | 1,000,000 | |||||||||||||||
Average price paid per share (in dollars per share) | $ / shares | $ 10.28 | |||||||||||||||
Total cost of shares repurchased | $ | $ 10,300 | |||||||||||||||
Stock repurchased, cash consideration | $ | $ 0 | 0 | $ 10,277 | 0 | ||||||||||||
Class A Common Stock | Warrant Amendment | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock issued in exchange for Warrants tendered in the Offer (in shares) | 0.261 | |||||||||||||||
Class B Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | 225,000,000 | 225,000,000 | 225,000,000 | 225,000,000 | ||||||||||
Common stock, shares issued (in shares) | 85,790,000 | 85,790,000 | 93,346,000 | 93,346,000 | 85,790,000 | 85,790,000 | ||||||||||
Common stock, shares outstanding (in shares) | 85,790,000 | 85,790,000 | 93,346,000 | 93,346,000 | 85,790,000 | 85,790,000 | ||||||||||
Number of votes for each share held | vote | 1 | 1 | 1 | 1 | ||||||||||||
Stock repurchased, cash consideration | $ | $ 0 | $ 0 | $ 69,093 | $ 0 | ||||||||||||
Class B Common Stock | Magnolia LLC | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock repurchased and subsequently canceled (in shares) | 6,000,000 | |||||||||||||||
Magnolia LLC Units | Magnolia LLC | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock repurchased and subsequently canceled (in shares) | 6,000,000 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Oct. 08, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation expense | $ 1.9 | $ 11.1 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 10.4 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 10 months 24 days | ||
RSUs | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
RSUs | Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Unrecognized compensation expense | $ 6 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 9 months 18 days | ||
Settlement date, period following performance period | 60 days | ||
Grant date fair value | $ 3.7 | ||
Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance (in shares) | 11,800,000 | ||
Class A Common Stock | PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contingent right to receive common stock, number of shares receivable for each PSU (in shares) | 1 | ||
Class A Common Stock | PSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.00% | ||
Class A Common Stock | PSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 150.00% |
Stock Based Compensation - RSU,
Stock Based Compensation - RSU, PSU Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Restricted Stock Units | |
Units | |
Unvested stock units, beginning of period (in shares) | shares | 807,431 |
Granted (in shares) | shares | 604,328 |
Vested (in shares) | shares | (310,225) |
Forfeited (in shares) | shares | (1,633) |
Unvested stock units, end of period (in shares) | shares | 1,099,901 |
Weighted Average Grant Date Fair Value | |
Unvested stock units, beginning of period (in dollars per share) | $ / shares | $ 13.97 |
Granted (in dollars per share) | $ / shares | 12.28 |
Vested (in dollars per share) | $ / shares | 14.25 |
Forfeited (in dollars per share) | $ / shares | 11.05 |
Unvested stock units, end of period (in dollars per share) | $ / shares | $ 12.97 |
Performance Stock Units | |
Units | |
Unvested stock units, beginning of period (in shares) | shares | 475,312 |
Granted (in shares) | shares | 267,482 |
Vested (in shares) | shares | (41,666) |
Forfeited (in shares) | shares | 0 |
Unvested stock units, end of period (in shares) | shares | 701,128 |
Weighted Average Grant Date Fair Value | |
Unvested stock units, beginning of period (in dollars per share) | $ / shares | $ 14.58 |
Granted (in dollars per share) | $ / shares | 13.87 |
Vested (in dollars per share) | $ / shares | 14.58 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested stock units, end of period (in dollars per share) | $ / shares | $ 14.31 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Assumptions Used to Calculate Grant Date Fair Value of PSUs (Details) - PSUs | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, maximum | 33.61% |
Expected volatility, minimum | 31.58% |
Risk-free interest rate, maximum | 2.48% |
Risk-free interest rate, minimum | 2.29% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 2 years 10 months 6 days |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 2 years 8 months 2 days |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Basic: | ||
Net income attributable to Class A Common Stock | $ 39,095 | $ 47,433 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 154,527 | 161,886 |
Diluted: | ||
Weighted average number of common shares outstanding during the period - basic (in shares) | 154,527 | 161,886 |
Weighted average number of common shares outstanding during the period - diluted (in shares) | 158,232 | 167,047 |
Class A Common Stock | ||
Basic: | ||
Net income attributable to Class A Common Stock | $ 39,095 | $ 47,433 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 154,527 | 161,886 |
Net income per share of Class A Common Stock - basic (in dollars per share) | $ 0.25 | $ 0.29 |
Diluted: | ||
Net income attributable to Class A Common Stock | $ 39,095 | $ 47,433 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 154,527 | 161,886 |
Add: Dilutive effect of warrants, stock based compensation, and other (in shares) | 3,705 | 5,161 |
Weighted average number of common shares outstanding during the period - diluted (in shares) | 158,232 | 167,047 |
Net income per share of Class A Common Stock - diluted (in shares) | $ 0.25 | $ 0.28 |
Class A Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded due to antidilutive effect (in shares) | 90,900 | 92,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, shares in Millions | Dec. 18, 2019USD ($)shares | Jul. 31, 2018trancheregistration_statementdirector | Dec. 31, 2018shares | Dec. 31, 2018USD ($) | Jul. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) |
Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Cash received from Class B Common Stock Repurchase | $ | $ 69,100 | ||||||
Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Cash received from Class B Common Stock Repurchase | $ | $ 0 | $ 0 | $ 10,277 | $ 0 | |||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Cash received from Class B Common Stock Repurchase | $ | $ 0 | 0 | $ 69,093 | 0 | |||
Class B Common Stock | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Shares surrendered (in shares) | 6 | ||||||
Magnolia LLC Units | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Shares surrendered (in shares) | 6 | ||||||
EnerVest Energy Institutional Fund XIV-A, L.P. | Affiliate | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Cash received from Class B Common Stock Repurchase | $ | $ 45,700 | ||||||
EnerVest Energy Institutional Fund XIV-A, L.P. | Class B Common Stock | Affiliate | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Shares surrendered (in shares) | 4 | ||||||
EnerVest Energy Institutional Fund XIV-A, L.P. | Magnolia LLC Units | Affiliate | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Shares surrendered (in shares) | 4 | ||||||
Registration Rights Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of independent directors prior to Business Combination | director | 4 | ||||||
Number of registration statements | registration_statement | 2 | ||||||
Stockholder Agreement | Karnes County Contributors | Affiliate | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors entitled to nominate to each committee of the Board | director | 1 | ||||||
Stockholder Agreement | Karnes County Contributors | Affiliate | Higher End of Stock Ownership Threshold | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors entitled to nominate if lower stock ownership threshold is achieved | director | 2 | ||||||
Higher stock ownership threshold | 15.00% | ||||||
Stockholder Agreement | Karnes County Contributors | Affiliate | Lower End of Stock Ownership Threshold | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors entitled to nominate if lower stock ownership threshold is achieved | director | 1 | ||||||
Lower stock ownership threshold | 2.00% | ||||||
Karnes County Contribution Agreement | Karnes County Contributors | Affiliate | EnerVest Business Combination | |||||||
Related Party Transaction [Line Items] | |||||||
Term of contribution agreement | 5 years | ||||||
Number of tranches | tranche | 3 | ||||||
Karnes County Contribution Agreement | Karnes County Contributors | Class A Common Stock | Affiliate | EnerVest Business Combination | |||||||
Related Party Transaction [Line Items] | |||||||
Additional shares issued upon meeting stock price thresholds (in shares) | 3.6 | ||||||
Karnes County Contribution Agreement | Karnes County Contributors | Class B Common Stock | Affiliate | EnerVest Business Combination | |||||||
Related Party Transaction [Line Items] | |||||||
Additional shares issued upon meeting stock price thresholds (in shares) | 9.4 | ||||||
Karnes County Contribution Agreement | Karnes County Contributors | Magnolia LLC Units | Affiliate | EnerVest Business Combination | |||||||
Related Party Transaction [Line Items] | |||||||
Additional shares issued upon meeting stock price thresholds (in shares) | 9.4 | ||||||
Karnes County Contribution Agreement | Karnes County Contributors | Magnolia LLC Units | Affiliate | EnerVest Business Combination | Magnolia LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Additional shares issued upon meeting stock price thresholds (in shares) | 9.4 | ||||||
Management Fees | Karnes County Contributors | Affiliate | |||||||
Related Party Transaction [Line Items] | |||||||
Management fees incurred | $ | $ 11,000 | $ 17,200 |
Major Customers (Details)
Major Customers (Details) - Oil, Natural Gas and Natural Gas Liquids Revenue | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 42.20% | |||
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19.10% | |||
Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 47.60% | 43.30% | 28.80% | |
Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 14.50% | 18.50% | 22.30% | |
Customer Concentration Risk | Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.20% | 18.90% | ||
Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.20% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Supplemental non-cash operating activity: | |||||
Cash paid for income taxes | $ 0 | $ 336 | $ 390 | $ 43 | |
Cash paid for interest | 889 | 0 | 26,226 | 0 | |
Supplemental non-cash investing and financing activity: | |||||
Accruals or liabilities for capital expenditures | 50,633 | 38,028 | 40,722 | 53,274 | |
Contributions of assets to purchase equity method investment | 0 | 0 | 0 | 450 | |
Contingent Consideration issued in Business Combination | 149,700 | 0 | 0 | 0 | |
Non-Compete agreement entered into in Business Combination | 44,400 | 0 | 0 | 0 | |
Equity issuances in connection with acquisitions | 1,481,692 | 0 | 33,693 | 0 | |
Non-cash deemed dividend related to warrant exchange | 0 | $ 2,800 | 0 | 2,763 | 0 |
Supplemental non-cash lease operating activity: | |||||
Right-of-use assets obtained in exchange for operating lease obligations | $ 0 | $ 0 | $ 6,720 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 21, 2020USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash consideration | $ 71.3 |