Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.0001 | |
Trading Symbol | MGY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001698990 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 185,223,428 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,826,805 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 618,466 | $ 675,441 |
Accounts receivable | 186,763 | 170,770 |
Drilling advances | 12 | 3,484 |
Other current assets | 507 | 1,052 |
Total current assets | 805,748 | 850,747 |
PROPERTY, PLANT AND EQUIPMENT | ||
Oil and natural gas properties | 3,278,221 | 2,940,011 |
Other | 9,615 | 8,991 |
Accumulated depreciation, depletion and amortization | (1,605,380) | (1,415,973) |
Total property, plant and equipment, net | 1,682,456 | 1,533,029 |
OTHER ASSETS | ||
Deferred financing costs, net | 4,290 | 5,636 |
Deferred tax assets | 118,628 | 162,792 |
Other long-term assets | 41,371 | 20,381 |
Total other assets | 164,289 | 188,809 |
TOTAL ASSETS | 2,652,493 | 2,572,585 |
CURRENT LIABILITIES | ||
Accounts payable | 183,341 | 202,846 |
Other current liabilities (Note 6) | 120,364 | 137,427 |
Total current liabilities | 303,705 | 340,273 |
LONG-TERM LIABILITIES | ||
Long-term debt, net | 392,209 | 390,383 |
Asset retirement obligations, net of current | 99,248 | 95,129 |
Other long-term liabilities | 10,174 | 6,609 |
Total long-term liabilities | 501,631 | 492,121 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
Additional paid-in capital | 1,738,668 | 1,719,875 |
Treasury Stock, at cost, 28,833 shares and 21,684 shares in 2023 and 2022, respectively | (483,745) | (329,512) |
Retained earnings | 409,230 | 185,669 |
Noncontrolling interest | 182,981 | 164,136 |
Total equity | 1,847,157 | 1,740,191 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,652,493 | 2,572,585 |
Class A Common Stock | ||
Common stock | 21 | 21 |
Class B Common Stock | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Treasury stock (in shares) | 28,833,000 | 21,684,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,300,000,000 | 1,300,000,000 |
Common stock, shares issued (in shares) | 214,415,000 | 213,727,000 |
Common stock, shares outstanding (in shares) | 185,582,000 | 192,043,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 |
Common stock, shares issued (in shares) | 21,827,000 | 21,827,000 |
Common stock, shares outstanding (in shares) | 21,827,000 | 21,827,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUES | ||||
Total revenues | $ 315,678 | $ 482,963 | $ 904,351 | $ 1,345,451 |
OPERATING EXPENSES | ||||
Lease operating expenses | 35,893 | 34,709 | 115,060 | 96,057 |
Gathering, transportation and processing | 10,297 | 19,297 | 33,419 | 51,518 |
Taxes other than income | 14,823 | 26,623 | 49,331 | 74,917 |
Exploration expenses | 5,128 | 1,173 | 5,139 | 10,119 |
Asset retirement obligations accretion | 875 | 814 | 2,539 | 2,404 |
Depreciation, depletion and amortization | 81,158 | 68,972 | 228,868 | 179,331 |
Impairment of oil and natural gas properties | 0 | 0 | 15,735 | 0 |
General and administrative expenses | 19,371 | 19,625 | 57,863 | 55,226 |
Total operating expenses | 167,545 | 171,213 | 507,954 | 469,572 |
OPERATING INCOME | 148,133 | 311,750 | 396,397 | 875,879 |
OTHER INCOME (EXPENSE) | ||||
Interest income (expense), net | 1,034 | (5,263) | 372 | (21,637) |
Other income (expense), net | (479) | (166) | 7,643 | 6,579 |
Total other income (expense), net | 555 | (5,429) | 8,015 | (15,058) |
INCOME BEFORE INCOME TAXES | 148,688 | 306,321 | 404,412 | 860,821 |
Income tax expense | 31,211 | 19,358 | 75,663 | 65,333 |
NET INCOME | 117,477 | 286,963 | 328,749 | 795,488 |
LESS: Net income attributable to noncontrolling interest | 15,447 | 41,486 | 38,893 | 133,389 |
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK | $ 102,030 | $ 245,477 | $ 289,856 | $ 662,099 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 187,093 | 188,635 | 189,408 | 186,475 |
Diluted (in shares) | 187,265 | 189,074 | 189,612 | 186,967 |
Class A Common Stock | ||||
NET INCOME PER SHARE OF CLASS A COMMON STOCK | ||||
Basic (in dollars per share) | $ 0.54 | $ 1.29 | $ 1.51 | $ 3.52 |
Diluted (in dollars per share) | $ 0.54 | $ 1.29 | $ 1.51 | $ 3.51 |
Oil revenues | ||||
REVENUES | ||||
Total revenues | $ 243,588 | $ 317,243 | $ 705,857 | $ 912,702 |
Natural gas revenues | ||||
REVENUES | ||||
Total revenues | 27,069 | 100,124 | 75,687 | 242,049 |
Natural gas liquids revenues | ||||
REVENUES | ||||
Total revenues | $ 45,021 | $ 65,596 | $ 122,807 | $ 190,700 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Stockholders’ Equity | Total Stockholders’ Equity Class A Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid In Capital | Treasury Stock | Treasury Stock Class A Common Stock | Retained Earnings/ (Accumulated Deficit) | Noncontrolling Interest | Noncontrolling Interest Class B Common Stock |
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2021 | 193,437 | 49,293 | |||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 1,045,249 | $ 816,757 | $ 19 | $ 5 | $ 1,689,500 | $ (164,599) | $ (708,168) | $ 228,492 | |||||
Treasury Stock, Balance at beginning of period (in shares) at Dec. 31, 2021 | 14,168 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense, net of forfeitures | 9,864 | 8,353 | 8,353 | 1,511 | |||||||||
Changes in ownership interest adjustment | 0 | 1,013 | 1,013 | (1,013) | |||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 688 | ||||||||||||
Common stock issued related to stock based compensation and other, net | (6,290) | (5,192) | (5,192) | (1,098) | |||||||||
Class A Common Stock repurchases (in shares) | 7,115 | ||||||||||||
Class A Common Stock repurchases | $ (155,605) | $ (155,605) | $ (155,605) | ||||||||||
Class B Common Stock purchase and cancellation (in shares) | (5,950) | ||||||||||||
Class B Common Stock purchase and cancellation | $ (138,753) | $ (138,753) | |||||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 14,633 | 14,633 | |||||||||||
Conversion of Class B Common Stock to Class A Common Stock | 0 | $ 2 | $ (2) | ||||||||||
Dividends declared | (56,395) | (56,395) | (56,395) | ||||||||||
Distributions to noncontrolling interest owners | (23,852) | (23,852) | |||||||||||
Net income | 795,488 | 662,099 | 662,099 | 133,389 | |||||||||
Common Stock, Balance at end of period (in shares) at Sep. 30, 2022 | 208,758 | 28,710 | |||||||||||
Balance at end of period at Sep. 30, 2022 | 1,469,706 | 1,271,030 | $ 21 | $ 3 | 1,637,279 | $ (320,204) | (46,069) | 198,676 | |||||
Treasury Stock, Balance at end of period (in shares) at Sep. 30, 2022 | 21,283 | ||||||||||||
Common Stock, Balance at beginning of period (in shares) at Jun. 30, 2022 | 208,729 | 28,710 | |||||||||||
Balance at beginning of period at Jun. 30, 2022 | 1,268,557 | 1,098,278 | $ 21 | $ 3 | 1,647,637 | $ (257,837) | (291,546) | 170,279 | |||||
Treasury Stock, Balance at beginning of period (in shares) at Jun. 30, 2022 | 18,283 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense, net of forfeitures | 3,462 | 3,004 | 3,004 | 458 | |||||||||
Changes in ownership interest adjustment | 0 | 5,914 | 5,914 | (5,914) | |||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 29 | ||||||||||||
Common stock issued related to stock based compensation and other, net | (189) | (164) | (164) | (25) | |||||||||
Class A Common Stock repurchases (in shares) | 3,000 | ||||||||||||
Class A Common Stock repurchases | $ (62,367) | (62,367) | $ (62,367) | ||||||||||
Dividends declared | (19,112) | (19,112) | (19,112) | ||||||||||
Distributions to noncontrolling interest owners | (7,608) | (7,608) | |||||||||||
Net income | 286,963 | 245,477 | 245,477 | 41,486 | |||||||||
Common Stock, Balance at end of period (in shares) at Sep. 30, 2022 | 208,758 | 28,710 | |||||||||||
Balance at end of period at Sep. 30, 2022 | 1,469,706 | 1,271,030 | $ 21 | $ 3 | 1,637,279 | $ (320,204) | (46,069) | 198,676 | |||||
Treasury Stock, Balance at end of period (in shares) at Sep. 30, 2022 | 21,283 | ||||||||||||
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2022 | 213,727 | 21,827 | 213,727 | 21,827 | |||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 1,740,191 | 1,576,055 | $ 21 | $ 2 | 1,719,875 | $ (329,512) | 185,669 | 164,136 | |||||
Treasury Stock, Balance at beginning of period (in shares) at Dec. 31, 2022 | 21,684 | 21,684 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense, net of forfeitures | $ 12,060 | 10,811 | 10,811 | 1,249 | |||||||||
Changes in ownership interest adjustment | 167 | 10,789 | 10,789 | (10,622) | |||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 688 | ||||||||||||
Common stock issued related to stock based compensation and other, net | (7,103) | (6,374) | (6,374) | (729) | |||||||||
Class A Common Stock repurchases (in shares) | 7,149 | ||||||||||||
Class A Common Stock repurchases | $ (152,860) | (152,860) | $ (152,860) | ||||||||||
Dividends declared | (66,295) | (66,295) | (66,295) | ||||||||||
Distributions to noncontrolling interest owners | (9,946) | (9,946) | |||||||||||
Adjustment to deferred taxes | 3,567 | 3,567 | 3,567 | ||||||||||
Tax impact of equity transactions | (1,373) | (1,373) | $ (1,373) | ||||||||||
Net income | 328,749 | 289,856 | 289,856 | 38,893 | |||||||||
Common Stock, Balance at end of period (in shares) at Sep. 30, 2023 | 214,415 | 21,827 | 214,415 | 21,827 | |||||||||
Balance at end of period at Sep. 30, 2023 | $ 1,847,157 | 1,664,176 | $ 21 | $ 2 | 1,738,668 | $ (483,745) | 409,230 | 182,981 | |||||
Treasury Stock, Balance at end of period (in shares) at Sep. 30, 2023 | 28,833 | 28,833 | |||||||||||
Common Stock, Balance at beginning of period (in shares) at Jun. 30, 2023 | 214,400 | 21,827 | |||||||||||
Balance at beginning of period at Jun. 30, 2023 | $ 1,809,858 | 1,634,489 | $ 21 | $ 2 | 1,731,059 | $ (425,604) | 329,011 | 175,369 | |||||
Treasury Stock, Balance at beginning of period (in shares) at Jun. 30, 2023 | 26,334 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock based compensation expense, net of forfeitures | 4,197 | 3,758 | 3,758 | 439 | |||||||||
Changes in ownership interest adjustment | 0 | 3,914 | 3,914 | (3,914) | |||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 15 | ||||||||||||
Common stock issued related to stock based compensation and other, net | (125) | (112) | (112) | (13) | |||||||||
Class A Common Stock repurchases (in shares) | 2,499 | ||||||||||||
Class A Common Stock repurchases | $ (56,768) | $ (56,768) | $ (56,768) | ||||||||||
Dividends declared | (21,811) | (21,811) | (21,811) | ||||||||||
Distributions to noncontrolling interest owners | (4,347) | (4,347) | |||||||||||
Adjustment to deferred taxes | (760) | (760) | (760) | ||||||||||
Tax impact of equity transactions | (564) | (564) | 809 | $ (1,373) | |||||||||
Net income | 117,477 | 102,030 | 102,030 | 15,447 | |||||||||
Common Stock, Balance at end of period (in shares) at Sep. 30, 2023 | 214,415 | 21,827 | 214,415 | 21,827 | |||||||||
Balance at end of period at Sep. 30, 2023 | $ 1,847,157 | $ 1,664,176 | $ 21 | $ 2 | $ 1,738,668 | $ (483,745) | $ 409,230 | $ 182,981 | |||||
Treasury Stock, Balance at end of period (in shares) at Sep. 30, 2023 | 28,833 | 28,833 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock, dividends, declared (in dollars per share) | $ 0.115 | $ 0.10 | $ 0.345 | $ 0.30 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET INCOME | $ 328,749 | $ 795,488 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 228,868 | 179,331 |
Exploration expenses, non-cash | 9 | 0 |
Impairment of oil and natural gas properties | 15,735 | 0 |
Asset retirement obligations accretion | 2,539 | 2,404 |
Amortization of deferred financing costs | 3,173 | 4,812 |
(Gain) on sale of assets | (3,946) | 0 |
Deferred income tax expense | 48,213 | 0 |
Stock based compensation | 12,060 | 9,864 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,462) | (57,949) |
Accounts payable | (19,082) | 86,700 |
Accrued liabilities | (1,735) | 19,443 |
Drilling advances | 3,472 | (477) |
Other assets and liabilities, net | 7,314 | (10,931) |
Net cash provided by operating activities | 608,907 | 1,028,685 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions | (53,812) | (11,749) |
Deposits for acquisitions of oil and natural gas properties | (22,503) | 0 |
Additions to oil and natural gas properties | (332,055) | (323,510) |
Changes in working capital associated with additions to oil and natural gas properties | (21,688) | 14,152 |
Other investing | (590) | (1,187) |
Net cash used in investing activities | (430,648) | (322,294) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Dividends paid | (66,480) | (56,220) |
Cash paid for debt modification | 0 | (5,494) |
Distributions to noncontrolling interest owners | (9,946) | (23,852) |
Other financing activities | (7,112) | (6,377) |
Net cash used in financing activities | (235,234) | (383,834) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (56,975) | 322,557 |
Cash and cash equivalents – Beginning of period | 675,441 | 366,982 |
Cash and cash equivalents – End of period | 618,466 | 689,539 |
Supplemental cash items: | ||
Cash paid for income taxes | 26,628 | 60,906 |
Cash paid for interest | 25,763 | 26,060 |
Supplemental non-cash investing and financing activity: | ||
Accrued capital expenditures | 46,235 | 44,088 |
Supplemental non-cash lease operating activity: | ||
Right-of-use assets obtained in exchange for operating lease obligations | 12,009 | 3,773 |
Class A Common Stock | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||
Common Stock repurchases | (151,696) | (153,138) |
Class B Common Stock | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||
Common Stock repurchases | $ 0 | $ (138,753) |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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 Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and natural gas liquid (“NGL”) reserves. The Company’s oil and natural gas properties are located primarily in Karnes County and the Giddings area in South Texas where the Company targets the Eagle Ford Shale and Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long-term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 (the “2022 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the Notes to the consolidated financial statements included in the Company’s 2022 Form 10-K. In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing primarily the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note for further discussion of the noncontrolling interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As of September 30, 2023, the Company’s significant accounting policies are consistent with those discussed in Note 1—Organization and Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s 2022 Form 10-K. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. The Company has concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors and has reflected this disaggregation of revenue on the Company’s consolidated statements of operations for all periods presented. The Company’s receivables consist mainly of trade receivables from commodity sales and joint interest billings due from owners on properties the Company operates. Receivables from contracts with customers totaled $126.2 million as of September 30, 2023 and $138.6 million as of December 31, 2022. For further detail regarding the Company’s revenue recognition policies, please refer to Note 1—Organization and Summary of Significant Accounting Policies of the consolidated financial statements contained in the Company’s 2022 Form 10-K. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2023 Acquisitions On July 31, 2023, the Company completed the acquisition of certain oil and natural gas assets located in the Giddings area for approximately $40.0 million, subject to customary closing adjustments. The transaction was accounted for as an asset acquisition. In September 2023, the Company entered into a definitive purchase agreement to acquire certain oil and gas producing properties including leasehold and mineral interests in the Giddings area for $300 million, subject to customary purchase price adjustments. The seller may also receive up to a maximum of $40 million in additional contingent cash consideration through December 2025 based on future commodity prices. During the three months ended September 30, 2023, the Company paid a $22.5 million deposit related to this acquisition. The remaining consideration will be funded with cash on hand. The transaction is expected to close in the fourth quarter of 2023 and be accounted for as an asset acquisition. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 nonrecurring basis. The Company’s fair value measurements are based either on actual market data or assumptions that other market participants would use in pricing an asset or liability in an orderly transaction, using the valuation hierarchy prescribed by GAAP under Accounting Standards Codification (“ASC”) 820. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. Recurring Fair Value Measurements The carrying value and fair value of the financial instrument that is not carried at fair value in the Company’s consolidated balance sheets at September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt $ 392,209 $ 386,500 $ 390,383 $ 382,704 The fair value of the 2026 Senior Notes at September 30, 2023 and December 31, 2022 is based on unadjusted quoted prices in an active market, which is considered a Level 1 input in the fair value hierarchy. The Company has other financial instruments consisting primarily of receivables, payables, and other current assets and liabilities that approximate fair value due to the nature of the instruments and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in business combinations and asset retirement obligations. Nonrecurring Fair Value Measurements Certain of the Company’s assets and liabilities are measured at fair value on a nonrecurring basis. Specifically, stock based compensation is not measured at fair value on an ongoing basis but is subject to fair value calculations in certain circumstances. For further detail, see Note 11—Stock Based Compensation in the Notes to the consolidated financial statements. There were no other material nonrecurring fair value measurements as of September 30, 2023 or December 31, 2022. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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) September 30, 2023 December 31, 2022 Accrued capital expenditures $ 46,235 $ 67,923 Other 74,129 69,504 Total other current liabilities $ 120,364 $ 137,427 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt is comprised of the following: (In thousands) September 30, 2023 December 31, 2022 Revolving credit facility $ — $ — Senior Notes due 2026 400,000 400,000 Total long-term debt 400,000 400,000 Less: Unamortized deferred financing cost (7,791) (9,617) Long-term debt, net $ 392,209 $ 390,383 Credit Facility The original RBL Facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto, and Citibank, N.A., as administrative agent, collateral agent, issuing bank, and swingline lender. On February 16, 2022, Magnolia Operating, as borrower, amended and restated the RBL Facility in its entirety, providing for maximum commitments in an aggregate principal amount of $1.0 billion with a letter of credit facility with a $50.0 million sublimit, with a borrowing base of $450.0 million. The RBL Facility, maturing in February 2026, is guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties. Borrowings under the RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the 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 unused lender commitments 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 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00. As of September 30, 2023, the Company was in compliance with all covenants under the RBL Facility. Deferred financing costs in connection with the RBL Facility are amortized on a straight-line basis over a period of four years from February 2022 to February 2026 and included in “Interest income (expense), net” in the Company’s consolidated statements of operations. The Company recognized interest expense related to the RBL Facility of $1.0 million and $1.1 million for the three months ended September 30, 2023 and 2022, respectively, and $3.1 million and $4.8 million for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2022, the Company incurred approximately $5.5 million of lender and transaction fees related to the modification of which $5.1 million were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the RBL Facility and $0.4 million of which were expensed in the same period. The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the Company’s consolidated balance sheets as of September 30, 2023 and December 31, 2022. The Company did not have any outstanding borrowings under the RBL Facility as of September 30, 2023. 2026 Senior Notes On July 31, 2018, the Issuers issued and sold $400.0 million aggregate principal amount of 2026 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2026 Senior Notes were issued under the Indenture, dated as of July 31, 2018 (the “Indenture”), by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee. On April 5, 2021, the terms of the Indenture were amended to modify, among other things, the criteria used by the Company to make Restricted Payments (as defined in the Indenture). The 2026 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia Operating, and Magnolia Intermediate and may be guaranteed by certain future subsidiaries of the Company. The 2026 Senior Notes will mature on August 1, 2026 and bear interest at the rate of 6.0% per annum. Deferred financing costs related to the issuance of, and the amendment to the Indenture governing, the 2026 Senior Notes are amortized using the effective interest method over the term of the 2026 Senior Notes and are included in “Interest income (expense), net” in the Company’s consolidated statements of operations. The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2026 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheets as of September 30, 2023 and December 31, 2022. The Company recognized interest expense related to the 2026 Senior Notes of $6.6 million for each of the three months ended September 30, 2023 and 2022, and $19.8 million and $19.7 million for the nine months ended September 30, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters From time to time, the Company is or may become involved in litigation in the ordinary course of business. Certain of the Magnolia LLC Unit Holders and EnerVest Energy Institutional Fund XIV-C, L.P. (collectively the “Co-Defendants”) and the Company have been named as defendants in a lawsuit where the plaintiffs claim to be entitled to a minority working interest in certain Karnes County Assets. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Co-Defendants retain all such liability. A mineral owner in a Magnolia operated well in Karnes County, Texas filed a complaint with the Texas Railroad Commission (the “Commission”) challenging the validity of the permit to drill such well by questioning the long-standing process by which the Commission granted the permit. After the Commission affirmed the granting of the permit, and after judicial review of the Commission’s order by the 53rd Judicial District Court Travis County, Texas (the “District Court”), the District Court reversed and remanded the Commission’s order. Upon appeal to the Third Court of Appeals in Austin, Texas (the “Court of Appeals”), the Court of Appeals reversed in part and affirmed in part the District Court’s ruling and remanded the matter to the Commission. The plaintiff’s motion for rehearing with the Court of Appeals was denied, and if a party chooses, the parties have until November 22, 2023 to file a petition for review with the Supreme Court of Texas. At September 30, 2023, the Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows. No amounts were accrued with respect to outstanding litigation at September 30, 2023 or September 30, 2022. Environmental Matters The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations relating to discharge of materials into, and the protection of, the environment. These laws and regulations may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks. Risks and Uncertainties The Company’s revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which depend on numerous factors beyond the Company’s control such as overall oil and natural gas production and inventories in relevant markets, economic conditions, the global and domestic political environments, regulatory developments, and competition from other energy sources. Oil and natural gas prices historically have been volatile and may be subject to significant fluctuations in the future. Inflationary pressures and labor shortages could result in increases to our operating and capital costs. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision consists of the following components: Three Months Ended Nine Months Ended (In thousands) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Current: Federal $ 18,221 $ 18,009 $ 25,277 $ 60,695 State 1,041 1,349 2,173 4,638 Total current 19,262 19,358 27,450 65,333 Deferred: Federal 12,043 — 46,888 — State (94) — 1,325 — Total deferred 11,949 — 48,213 — Income tax expense $ 31,211 $ 19,358 $ 75,663 $ 65,333 The Company is subject to U.S. federal income tax and margin tax in the state of Texas. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rate for the three months ended September 30, 2023 and 2022 was 21.0% and 6.3%, respectively, and 18.7% and 7.6% for the nine months ended September 30, 2023 and 2022, respectively. As a result of impairments in the first quarter of 2020, the Company established full valuation allowances on the federal and state deferred tax assets, which resulted in additional differences between the effective tax rate and the statutory rate as of September 30, 2022. As of December 31, 2022, the Company released the valuation allowance against net deferred tax assets. The primary differences between the annual effective tax rate and the statutory rate of 21.0% are income attributable to noncontrolling interest, state taxes, and valuation allowances. As of September 30, 2023, the Company does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. For the nine months ended September 30, 2023, no significant amounts were incurred for interest and penalties. Currently, the Company is not aware of any issues under review that could result in significant payments, accruals, or a material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examinations by its major taxing authorities. As of September 30, 2023, the Company’s total deferred tax assets were $118.6 million. Management assessed whether it is more-likely-than-not that it will generate sufficient taxable income to realize its deferred income tax assets, including the investment in partnership and net operating loss carryforwards. In making this determination, the Company considered all available positive and negative evidence and made certain assumptions. The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. As of September 30, 2023, the Company recorded a valuation allowance of $3.8 million to offset the deferred tax asset created by the capital loss attributable to the sale of the Company’s interest in Highlander. On August 16, 2022, the U.S. enacted legislation referred to as the Inflation Reduction Act (“IRA”), which significantly changes U.S. corporate income tax laws and is effective for tax years beginning after December 31, 2022. These changes include, among others, a new 15% corporate alternative minimum tax on adjusted financial statement income of corporations with profits over $1 billion, a 1% excise tax on stock buybacks, and various tax incentives for energy and climate initiatives. The Company evaluated the provisions of the IRA and determined that none of the provisions have a material impact on the Company’s reported results, cash flows or financial position for the current year. The Company will continue to evaluate the impacts of the IRA in future tax years. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Class A Common Stock At September 30, 2023, there were 214.4 million shares of Class A Common Stock issued and 185.6 million shares of Class A Common Stock outstanding. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled 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 Company’s outstanding common shares being able to elect all of the directors. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Class B Common Stock At September 30, 2023, there were 21.8 million shares of Class B Common Stock issued and outstanding. Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders. The holders of Class B Common Stock generally have the right to exchange all or a portion of their shares of Class B Common Stock, together with an equal number of Magnolia LLC Units, for the same number of shares of Class A Common Stock or, at Magnolia LLC’s option, an equivalent amount of cash. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be canceled. In the event of a liquidation, dissolution, or winding up of Magnolia LLC, the holders of the Class B Common Stock, through their ownership of Magnolia LLC Units, are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of units of Magnolia LLC, if any, having preference over the common units. The holders of the Class B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Share Repurchases As of September 30, 2023, the Company’s board of directors had authorized a share repurchase program of up to 40.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. The Company had repurchased 28.3 million shares under the program at a cost of $470.8 million and had 11.7 million shares of Class A Common Stock remaining under its share repurchase authorization as of September 30, 2023. During the nine months ended September 30, 2022, the Company repurchased 0.6 million shares of Class A Common Stock for $11.6 million from EnerVest Energy Institutional Fund XIV-C, L.P. outside of the share repurchase program. During the nine months ended September 30, 2022 Magnolia LLC repurchased and subsequently canceled 5.9 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $138.8 million of cash consideration (the “Class B Common Stock Repurchases”). During the same period, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. Magnolia funded the Class B Common Stock Repurchases with cash on hand. Dividends and Distributions The Company’s board of directors periodically declares dividends payable on issued and outstanding shares of Class A Common Stock, and a corresponding distribution from Magnolia LLC to Magnolia LLC Unit Holders. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital and distributions to the Magnolia LLC Unit Holders are recorded as a reduction of noncontrolling interest. The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the nine months ended September 30, 2023 and the year ended December 31, 2022, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units: Record Date Payment Date Dividend/ Distribution Amount per share (1) Distributions by Magnolia LLC (2) Dividends Declared by the Company Distributions to Magnolia LLC Unit Holders (In thousands, except per share amounts) August 10, 2023 September 1, 2023 $ 0.115 $ 24,321 $ 21,811 $ 2,510 May 11, 2023 June 1, 2023 $ 0.115 $ 24,627 $ 22,117 $ 2,510 February 10, 2023 March 1, 2023 $ 0.115 $ 24,878 $ 22,368 $ 2,510 November 7, 2022 December 1, 2022 $ 0.100 $ 21,867 $ 18,996 $ 2,871 August 12, 2022 September 1, 2022 $ 0.100 $ 21,983 $ 19,112 $ 2,871 February 14, 2022 March 1, 2022 $ 0.200 $ 45,851 $ 37,283 $ 8,568 (1) Per share of Class A Common Stock and per Magnolia LLC Unit. (2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date. Noncontrolling Interest Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders. The noncontrolling interest percentage is affected by various equity transactions such as issuances and repurchases of Class A Common Stock, the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) for Class A Common Stock, or the cancellation of Class B Common Stock (and corresponding Magnolia LLC Units). As of September 30, 2023, Magnolia owned approximately 89.5% of the interest in Magnolia LLC and the noncontrolling interest was approximately 10.5%. Highlander was a joint venture whereby MGY Louisiana LLC, a wholly owned subsidiary of Magnolia Operating, held approximately 84.7% of the units of Highlander, with the remaining 15.3% attributable to noncontrolling interest. On May 30, 2023, the Company sold its interest in Highlander and recognized a gain on sale of $3.9 million included within “Other income, net” on the Company’s consolidated statements of operations. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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” (as amended, the “Plan”), effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of September 30, 2023. The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance restricted stock units (“PRSU”), and performance stock units (“PSU”) to eligible employees and directors to enhance the Company and its affiliates’ ability to attract, retain, and motivate persons who make important contributions to the Company and its affiliates by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $4.2 million and $3.5 million for the three months ended September 30, 2023 and 2022, and $12.1 million and $9.9 million for the nine months ended September 30, 2023 and 2022, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. The following table presents a summary of Magnolia’s unvested RSU, PRSU, and PSU activity for the three months ended September 30, 2023. Restricted Performance Restricted Performance Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at June 30, 2023 1,173,407 $ 18.89 950,855 $ 13.73 232,700 $ 24.69 Granted 24,346 22.40 — — — — Vested (18,141) 13.30 (2,444) 23.41 — — Forfeited (7,650) 23.01 — — — — Unvested at September 30, 2023 1,171,962 $ 19.01 948,411 $ 13.70 232,700 $ 24.69 The following table presents a summary of Magnolia’s unvested RSU, PRSU, and PSU activity for the nine months ended September 30, 2023. Restricted Performance Restricted Performance Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2022 911,286 $ 12.89 1,257,583 $ 13.36 278,486 $ 6.14 Granted 703,751 22.80 15,524 22.28 232,700 24.69 Granted for performance multiple (1) — — — — 12,981 6.14 Vested (394,766) 11.69 (317,407) 12.70 (291,467) 6.14 Forfeited (48,309) 18.14 (7,289) 15.16 — — Unvested at September 30, 2023 1,171,962 $ 19.01 948,411 $ 13.70 232,700 $ 24.69 (1) Upon completion of the performance period for the PSUs granted in 2020, a performance multiple of 105% was applied to each of the grants resulting in additional grants of PSUs in 2023. Restricted Stock Units The Company grants service-based RSU awards to employees, which generally vest ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year. Non-employee directors may elect to defer the RSU settlement date. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair value of RSUs that vested during the nine months ended September 30, 2023 and 2022 were $8.7 million and $11.0 million, respectively. Unrecognized compensation expense related to unvested RSUs as of September 30, 2023 was $16.3 million, which the Company expects to recognize over a weighted average period of 2.4 years. Performance Restricted Stock Units and Performance Stock Units The Company grants PRSUs to certain employees. Each PRSU represents the contingent right to receive one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period. If PRSUs are not earned by the end of the five-year performance period (“Performance Condition”), the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, as presented below, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair value of PRSU awards that vested during the nine months ended September 30, 2023 and 2022 were $7.1 million and $4.8 million. Unrecognized compensation expense related to unvested PRSUs as of September 30, 2023 was $4.6 million, which the Company expects to recognize over a weighted average period of 1.3 years. The Company grants 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. The aggregate fair value of PSU awards that vested during the nine months ended September 30, 2023 and 2022 were $6.7 million and $5.5 million, respectively. Unrecognized compensation expense related to unvested PSUs as of September 30, 2023 was $4.5 million, which the Company expects to recognize over a weighted average period of 2.3 years. The Performance Condition for the PRSUs granted in 2022 were met on March 28, 2022, therefore the fair value of the PRSUs granted after the Performance Condition were met were based upon the grant date market value of the award. The fair values of the awards granted prior to the date the Performance Condition was met were determined using a Monte Carlo simulation. The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PSUs in 2023 and PRSUs in 2022. Nine Months Ended PSU and PRSU Grant Date Fair Value Assumptions September 30, 2023 September 30, 2022 Expected term (in years) 2.88 3.55 Expected volatility 60.80% 59.58% Risk-free interest rate 4.15% 1.89% Dividend yield 1.93% 1.97% |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to Class A Common Stock is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented. The components of basic and diluted net income per share attributable to Class A Common Stock are as follows: Three Months Ended Nine Months Ended (In thousands, except per share data) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Basic: Net income attributable to Class A Common Stock $ 102,030 $ 245,477 $ 289,856 $ 662,099 Less: Dividends and net income allocated to participating securities 1,171 2,297 3,205 6,050 Net income, net of participating securities $ 100,859 $ 243,180 $ 286,651 $ 656,049 Weighted average number of common shares outstanding during the period - basic 187,093 188,635 189,408 186,475 Net income per share of Class A Common Stock - basic $ 0.54 $ 1.29 $ 1.51 $ 3.52 Diluted: Net income attributable to Class A Common Stock $ 102,030 $ 245,477 $ 289,856 $ 662,099 Less: Dividends and net income allocated to participating securities 1,171 2,292 3,202 6,035 Net income, net of participating securities $ 100,859 $ 243,185 $ 286,654 $ 656,064 Weighted average number of common shares outstanding during the period - basic 187,093 188,635 189,408 186,475 Add: Dilutive effect of stock based compensation and other 172 439 204 492 Weighted average number of common shares outstanding during the period - diluted 187,265 189,074 189,612 186,967 Net income per share of Class A Common Stock - diluted $ 0.54 $ 1.29 $ 1.51 $ 3.51 For the three months ended September 30, 2023 and 2022, the Company excluded 21.8 million and 28.7 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive. For the nine months ended September 30, 2023 and 2022, the Company excluded 21.8 million and 35.5 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAs of September 30, 2023, no entity held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.” |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 30, 2023, the Company’s board of directors declared a quarterly cash dividend of $0.115 per share of Class A Common Stock, and a cash distribution of $0.115 per Magnolia LLC Unit, payable on December 1, 2023 to shareholders or members of record, as applicable, as of November 9, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income attributable to Class A Common Stock | $ 102,030 | $ 245,477 | $ 289,856 | $ 662,099 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations and Basis of Presentation | Organization and Nature of Operations Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and natural gas liquid (“NGL”) reserves. The Company’s oil and natural gas properties are located primarily in Karnes County and the Giddings area in South Texas where the Company targets the Eagle Ford Shale and Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long-term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 (the “2022 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the Notes to the consolidated financial statements included in the Company’s 2022 Form 10-K. In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. |
Reclassification | Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. |
Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing primarily the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Company’s consolidated balance sheets at September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt $ 392,209 $ 386,500 $ 390,383 $ 382,704 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The following table provides detail of the Company’s other current liabilities for the periods presented: (In thousands) September 30, 2023 December 31, 2022 Accrued capital expenditures $ 46,235 $ 67,923 Other 74,129 69,504 Total other current liabilities $ 120,364 $ 137,427 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | The Company’s long-term debt is comprised of the following: (In thousands) September 30, 2023 December 31, 2022 Revolving credit facility $ — $ — Senior Notes due 2026 400,000 400,000 Total long-term debt 400,000 400,000 Less: Unamortized deferred financing cost (7,791) (9,617) Long-term debt, net $ 392,209 $ 390,383 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision (Benefit) | The Company’s income tax provision consists of the following components: Three Months Ended Nine Months Ended (In thousands) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Current: Federal $ 18,221 $ 18,009 $ 25,277 $ 60,695 State 1,041 1,349 2,173 4,638 Total current 19,262 19,358 27,450 65,333 Deferred: Federal 12,043 — 46,888 — State (94) — 1,325 — Total deferred 11,949 — 48,213 — Income tax expense $ 31,211 $ 19,358 $ 75,663 $ 65,333 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Dividends | The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the nine months ended September 30, 2023 and the year ended December 31, 2022, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units: Record Date Payment Date Dividend/ Distribution Amount per share (1) Distributions by Magnolia LLC (2) Dividends Declared by the Company Distributions to Magnolia LLC Unit Holders (In thousands, except per share amounts) August 10, 2023 September 1, 2023 $ 0.115 $ 24,321 $ 21,811 $ 2,510 May 11, 2023 June 1, 2023 $ 0.115 $ 24,627 $ 22,117 $ 2,510 February 10, 2023 March 1, 2023 $ 0.115 $ 24,878 $ 22,368 $ 2,510 November 7, 2022 December 1, 2022 $ 0.100 $ 21,867 $ 18,996 $ 2,871 August 12, 2022 September 1, 2022 $ 0.100 $ 21,983 $ 19,112 $ 2,871 February 14, 2022 March 1, 2022 $ 0.200 $ 45,851 $ 37,283 $ 8,568 (1) Per share of Class A Common Stock and per Magnolia LLC Unit. (2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date. |
Schedule of Distributions Made to Limited Liability Company (LLC) Member, by Distribution | The following table sets forth information with respect to cash dividends and distributions declared by the Company’s board of directors during the nine months ended September 30, 2023 and the year ended December 31, 2022, on its own behalf and in its capacity as the managing member of Magnolia LLC, on issued and outstanding shares of Class A Common Stock and Magnolia LLC Units: Record Date Payment Date Dividend/ Distribution Amount per share (1) Distributions by Magnolia LLC (2) Dividends Declared by the Company Distributions to Magnolia LLC Unit Holders (In thousands, except per share amounts) August 10, 2023 September 1, 2023 $ 0.115 $ 24,321 $ 21,811 $ 2,510 May 11, 2023 June 1, 2023 $ 0.115 $ 24,627 $ 22,117 $ 2,510 February 10, 2023 March 1, 2023 $ 0.115 $ 24,878 $ 22,368 $ 2,510 November 7, 2022 December 1, 2022 $ 0.100 $ 21,867 $ 18,996 $ 2,871 August 12, 2022 September 1, 2022 $ 0.100 $ 21,983 $ 19,112 $ 2,871 February 14, 2022 March 1, 2022 $ 0.200 $ 45,851 $ 37,283 $ 8,568 (1) Per share of Class A Common Stock and per Magnolia LLC Unit. (2) Reflects total cash dividend and distribution payments made, or to be made, to holders of Class A Common Stock and Magnolia LLC Unit Holders (other than the Company) as of the applicable record date. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Unvested RSU, PSU, and PRSU Activity | The following table presents a summary of Magnolia’s unvested RSU, PRSU, and PSU activity for the three months ended September 30, 2023. Restricted Performance Restricted Performance Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at June 30, 2023 1,173,407 $ 18.89 950,855 $ 13.73 232,700 $ 24.69 Granted 24,346 22.40 — — — — Vested (18,141) 13.30 (2,444) 23.41 — — Forfeited (7,650) 23.01 — — — — Unvested at September 30, 2023 1,171,962 $ 19.01 948,411 $ 13.70 232,700 $ 24.69 The following table presents a summary of Magnolia’s unvested RSU, PRSU, and PSU activity for the nine months ended September 30, 2023. Restricted Performance Restricted Performance Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2022 911,286 $ 12.89 1,257,583 $ 13.36 278,486 $ 6.14 Granted 703,751 22.80 15,524 22.28 232,700 24.69 Granted for performance multiple (1) — — — — 12,981 6.14 Vested (394,766) 11.69 (317,407) 12.70 (291,467) 6.14 Forfeited (48,309) 18.14 (7,289) 15.16 — — Unvested at September 30, 2023 1,171,962 $ 19.01 948,411 $ 13.70 232,700 $ 24.69 (1) Upon completion of the performance period for the PSUs granted in 2020, a performance multiple of 105% was applied to each of the grants resulting in additional grants of PSUs in 2023. |
Schedule of Assumptions Used to Calculate Grant Date Fair Value of PRSUs | The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PSUs in 2023 and PRSUs in 2022. Nine Months Ended PSU and PRSU Grant Date Fair Value Assumptions September 30, 2023 September 30, 2022 Expected term (in years) 2.88 3.55 Expected volatility 60.80% 59.58% Risk-free interest rate 4.15% 1.89% Dividend yield 1.93% 1.97% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Per Share Computation | The components of basic and diluted net income per share attributable to Class A Common Stock are as follows: Three Months Ended Nine Months Ended (In thousands, except per share data) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Basic: Net income attributable to Class A Common Stock $ 102,030 $ 245,477 $ 289,856 $ 662,099 Less: Dividends and net income allocated to participating securities 1,171 2,297 3,205 6,050 Net income, net of participating securities $ 100,859 $ 243,180 $ 286,651 $ 656,049 Weighted average number of common shares outstanding during the period - basic 187,093 188,635 189,408 186,475 Net income per share of Class A Common Stock - basic $ 0.54 $ 1.29 $ 1.51 $ 3.52 Diluted: Net income attributable to Class A Common Stock $ 102,030 $ 245,477 $ 289,856 $ 662,099 Less: Dividends and net income allocated to participating securities 1,171 2,292 3,202 6,035 Net income, net of participating securities $ 100,859 $ 243,185 $ 286,654 $ 656,064 Weighted average number of common shares outstanding during the period - basic 187,093 188,635 189,408 186,475 Add: Dilutive effect of stock based compensation and other 172 439 204 492 Weighted average number of common shares outstanding during the period - diluted 187,265 189,074 189,612 186,967 Net income per share of Class A Common Stock - diluted $ 0.54 $ 1.29 $ 1.51 $ 3.51 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Receivables from contracts with customers | $ 126.2 | $ 138.6 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Acquisition [Line Items] | |||||
Deposits related to acquisition | $ 22,503 | $ 0 | |||
Oil And Natural Gas Producing Properties, Giddings Area | |||||
Asset Acquisition [Line Items] | |||||
Consideration transferred for asset | $ 40,000 | ||||
Deposits related to acquisition | $ 22,500 | ||||
Oil And Natural Gas Producing Properties, Giddings Area | Forecast | |||||
Asset Acquisition [Line Items] | |||||
Consideration transferred for asset | $ 300,000 | ||||
Additional contingent cash consideration | $ 40,000 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Values and Fair Values of Financial Instruments Not Carried at Fair Value (Details) - Fair Value, Inputs, Level 1 - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 392,209 | $ 390,383 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 386,500 | $ 382,704 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued capital expenditures | $ 46,235 | $ 67,923 |
Other | 74,129 | 69,504 |
Total other current liabilities | $ 120,364 | $ 137,427 |
Long-term Debt - Components of
Long-term Debt - Components of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | $ 400,000,000 |
Less: Unamortized deferred financing cost | (7,791,000) | (9,617,000) |
Long-term debt, net | 392,209,000 | 390,383,000 |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 0 |
Senior Notes | Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | $ 400,000,000 |
Long-term Debt - Credit Facilit
Long-term Debt - Credit Facility Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 16, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Deferred financing costs, net | $ 4,290,000 | $ 4,290,000 | $ 5,636,000 | |||
Amortization of deferred financing costs | 3,173,000 | $ 4,812,000 | ||||
Total long-term debt | 400,000,000 | $ 400,000,000 | 400,000,000 | |||
Line of Credit | Amended and Restated RBL Facility | Magnolia Operating | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum commitments, aggregate principal amount | $ 1,000,000,000 | |||||
Borrowing base | $ 450,000,000 | |||||
Leverage ratio (less than) | 3.50 | |||||
Current ratio (greater than) | 1 | |||||
Transaction fees related to the modification | $ 5,500,000 | 5,500,000 | ||||
Deferred financing costs, net | 5,100,000 | 5,100,000 | ||||
Amortization of deferred financing costs | 400,000 | |||||
Line of Credit | Letter of Credit Sublimit | Magnolia Operating | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum commitments, aggregate principal amount | $ 50,000,000 | |||||
Line of Credit | RBL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Amortization period | 4 years | |||||
Interest expense | 1,000,000 | $ 1,100,000 | $ 3,100,000 | $ 4,800,000 | ||
Total long-term debt | $ 0 | $ 0 | $ 0 |
Long-term Debt - 2026 Senior No
Long-term Debt - 2026 Senior Notes Narrative (Details) - Senior Notes - Senior Notes due 2026 - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 400,000,000 | ||||
Stated interest rate | 6% | ||||
Interest expense | $ 6,600,000 | $ 6,600,000 | $ 19,800,000 | $ 19,700,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amounts accrued with respect to outstanding litigation | $ 0 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current: | ||||
Federal | $ 18,221 | $ 18,009 | $ 25,277 | $ 60,695 |
State | 1,041 | 1,349 | 2,173 | 4,638 |
Total current | 19,262 | 19,358 | 27,450 | 65,333 |
Deferred: | ||||
Federal | 12,043 | 0 | 46,888 | 0 |
State | (94) | 0 | 1,325 | 0 |
Total deferred | 11,949 | 0 | 48,213 | 0 |
Income tax expense | $ 31,211 | $ 19,358 | $ 75,663 | $ 65,333 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 21% | 6.30% | 18.70% | 7.60% | |
Deferred tax assets | $ 118,628 | $ 118,628 | $ 162,792 | ||
Valuation allowance | $ 3,800 | $ 3,800 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||
May 30, 2023 USD ($) | Sep. 30, 2023 USD ($) vote shares | Sep. 30, 2022 USD ($) | May 30, 2023 | Sep. 30, 2023 USD ($) vote shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 shares | |
Highlander | |||||||
Class of Stock [Line Items] | |||||||
Gain recognized on sale of partnership | $ | $ 3,900 | ||||||
Highlander | |||||||
Class of Stock [Line Items] | |||||||
Percentage of interest owned by noncontrolling interest holders | 15.30% | 15.30% | |||||
VIE, Primary Beneficiary | Magnolia LLC | |||||||
Class of Stock [Line Items] | |||||||
Percentage of interest owned | 89.50% | ||||||
Percentage of interest owned by noncontrolling interest holders | 10.50% | 10.50% | |||||
MGY Louisiana LLC | Highlander | |||||||
Class of Stock [Line Items] | |||||||
Percentage of units held | 84.70% | ||||||
Magnolia LLC | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchased, cash consideration | $ | $ 138,800 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued (in shares) | 214,415,000 | 214,415,000 | 213,727,000 | ||||
Common stock, shares outstanding (in shares) | 185,582,000 | 185,582,000 | 192,043,000 | ||||
Number of votes for each share held | vote | 1 | 1 | |||||
Total cost of shares repurchased | $ | $ 56,768 | $ 62,367 | $ 152,860 | 155,605 | |||
Stock repurchased, cash consideration | $ | $ 151,696 | $ 153,138 | |||||
Class A Common Stock | EnerVest Energy Institutional Fund XIV-C, L.P. | Affiliate of EnerVest | |||||||
Class of Stock [Line Items] | |||||||
Number of shares repurchased (in shares) | 600,000 | ||||||
Total cost of shares repurchased | $ | $ 11,600 | ||||||
Class A Common Stock | Share Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Number of shares authorized to be repurchased (in shares) | 40,000,000 | 40,000,000 | |||||
Number of shares repurchased (in shares) | 28,300,000 | ||||||
Total cost of shares repurchased | $ | $ 470,800 | ||||||
Repurchase authorization | 11,700,000 | 11,700,000 | |||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued (in shares) | 21,827,000 | 21,827,000 | 21,827,000 | ||||
Common stock, shares outstanding (in shares) | 21,827,000 | 21,827,000 | 21,827,000 | ||||
Number of votes for each share held | vote | 1 | 1 | |||||
Stock repurchased, cash consideration | $ | $ 0 | $ 138,753 | |||||
Class B Common Stock | Magnolia LLC | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchased and subsequently canceled (in shares) | 5,900,000 | ||||||
Class B Common Stock | Magnolia LLC Unit Holders | |||||||
Class of Stock [Line Items] | |||||||
Stock redeemed (in shares) | 14,600,000 | ||||||
Magnolia LLC Units | Magnolia LLC | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchased and subsequently canceled (in shares) | 5,900,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
Sep. 01, 2023 | Jun. 01, 2023 | Mar. 01, 2023 | Dec. 01, 2022 | Sep. 01, 2022 | Mar. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class of Stock [Line Items] | ||||||||
Dividend/ Distribution Amount per share (in dollars per share) | $ 0.115 | $ 0.115 | $ 0.115 | $ 0.100 | $ 0.100 | $ 0.200 | ||
Distributions by Magnolia LLC | $ 2,510 | $ 2,510 | $ 2,510 | $ 2,871 | $ 2,871 | $ 8,568 | ||
Dividends Declared by the Company | $ 66,480 | $ 56,220 | ||||||
Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, dividends, declared (in dollars per share) | $ 0.115 | $ 0.115 | $ 0.115 | $ 0.100 | $ 0.100 | $ 0.200 | ||
Dividends Declared by the Company | $ 21,811 | $ 22,117 | $ 22,368 | $ 18,996 | $ 19,112 | $ 37,283 | ||
Magnolia LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Distributions by Magnolia LLC | $ 24,321 | $ 24,627 | $ 24,878 | $ 21,867 | $ 21,983 | $ 45,851 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 4.2 | $ 3.5 | $ 12.1 | $ 9.9 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair value of equity instruments vested during the period | 8.7 | 11 | ||
Unrecognized compensation expense | 16.3 | $ 16.3 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 4 months 24 days | |||
RSUs | Employees | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
RSUs | Employees | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
RSUs | Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Aggregate fair value of equity instruments vested during the period | $ 7.1 | 4.8 | ||
Unrecognized compensation expense | 4.6 | $ 4.6 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 3 months 18 days | |||
Number of consecutive trading days required to earn PRSUs | 20 days | |||
Performance period | 5 years | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair value of equity instruments vested during the period | $ 6.7 | $ 5.5 | ||
Unrecognized compensation expense | $ 4.5 | $ 4.5 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 3 months 18 days | |||
Performance period | 3 years | |||
Vesting percentage | 105% | |||
Settlement date, period following performance period | 60 days | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 16,800,000 | 16,800,000 | ||
Class A Common Stock | PRSUs | ||||
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 | 1 | ||
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 | 1 | ||
Class A Common Stock | PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 0% | |||
Class A Common Stock | PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 150% |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Unvested RSU, PSU, and PRSU Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restricted Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 1,173,407 | 911,286 |
Granted (in shares) | 24,346 | 703,751 |
Granted for performance multiple (in shares) | 0 | |
Vested (in shares) | (18,141) | (394,766) |
Forfeited (in shares) | (7,650) | (48,309) |
Unvested stock units, end of period (in shares) | 1,171,962 | 1,171,962 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 18.89 | $ 12.89 |
Granted (in dollars per share) | 22.40 | 22.80 |
Granted for performance multiple (in dollars per share) | 0 | |
Vested (in dollars per share) | 13.30 | 11.69 |
Forfeited (in dollars per share) | 23.01 | 18.14 |
Unvested stock units, end of period (in dollars per share) | $ 19.01 | $ 19.01 |
Performance Restricted Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 950,855 | 1,257,583 |
Granted (in shares) | 0 | 15,524 |
Granted for performance multiple (in shares) | 0 | |
Vested (in shares) | (2,444) | (317,407) |
Forfeited (in shares) | 0 | (7,289) |
Unvested stock units, end of period (in shares) | 948,411 | 948,411 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 13.73 | $ 13.36 |
Granted (in dollars per share) | 0 | 22.28 |
Granted for performance multiple (in dollars per share) | 0 | |
Vested (in dollars per share) | 23.41 | 12.70 |
Forfeited (in dollars per share) | 0 | 15.16 |
Unvested stock units, end of period (in dollars per share) | $ 13.70 | $ 13.70 |
Performance Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 232,700 | 278,486 |
Granted (in shares) | 0 | 232,700 |
Granted for performance multiple (in shares) | 12,981 | |
Vested (in shares) | 0 | (291,467) |
Forfeited (in shares) | 0 | 0 |
Unvested stock units, end of period (in shares) | 232,700 | 232,700 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 24.69 | $ 6.14 |
Granted (in dollars per share) | 0 | 24.69 |
Granted for performance multiple (in dollars per share) | 6.14 | |
Vested (in dollars per share) | 0 | 6.14 |
Forfeited (in dollars per share) | 0 | 0 |
Unvested stock units, end of period (in dollars per share) | $ 24.69 | $ 24.69 |
Vesting percentage | 105% |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Assumptions Used to Calculate Grant Date Fair Value of PRSUs (Details) - Performance Restricted Stock Units (PRSU) and Performance Shares (PSU) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years 10 months 17 days | 3 years 6 months 18 days |
Expected volatility | 60.80% | 59.58% |
Risk-free interest rate | 4.15% | 1.89% |
Dividend yield | 1.93% | 1.97% |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerators and Denominators for Basic and Diluted Per Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic: | ||||
Net income attributable to Class A Common Stock | $ 102,030 | $ 245,477 | $ 289,856 | $ 662,099 |
Less: Dividends and net income allocated to participating securities | 1,171 | 2,297 | 3,205 | 6,050 |
Net income, net of participating securities | $ 100,859 | $ 243,180 | $ 286,651 | $ 656,049 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 187,093 | 188,635 | 189,408 | 186,475 |
Diluted: | ||||
Net income attributable to Class A Common Stock | $ 102,030 | $ 245,477 | $ 289,856 | $ 662,099 |
Less: Dividends and net income allocated to participating securities | 1,171 | 2,292 | 3,202 | 6,035 |
Net income, net of participating securities | $ 100,859 | $ 243,185 | $ 286,654 | $ 656,064 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 187,093 | 188,635 | 189,408 | 186,475 |
Add: Dilutive effect of stock based compensation and other (in shares) | 172 | 439 | 204 | 492 |
Weighted average number of common shares outstanding during the period - diluted (in shares) | 187,265 | 189,074 | 189,612 | 186,967 |
Class A Common Stock | ||||
Basic: | ||||
Net income per share of Class A Common Stock - basic (in dollars per share) | $ 0.54 | $ 1.29 | $ 1.51 | $ 3.52 |
Diluted: | ||||
Net income per share of Class A Common Stock - diluted (in dollars per share) | $ 0.54 | $ 1.29 | $ 1.51 | $ 3.51 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares excluded due to antidilutive effect (in shares) | 21.8 | 28.7 | 21.8 | 35.5 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||
Common stock, dividends, declared (in dollars per share) | $ 0.115 | $ 0.10 | $ 0.345 | $ 0.30 | |
Subsequent Event | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, dividends, declared (in dollars per share) | $ 0.115 | ||||
Subsequent Event | Magnolia LLC Units | |||||
Subsequent Event [Line Items] | |||||
Distribution made to LLC member, distributions declared (in dollars per share) | $ 0.115 |