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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 14, 2024
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware001-3808381-5365682
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 842-9050
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 Per ShareMGYNew York Stock Exchange


Item 2.02    Results of Operations and Financial Condition.

On February 14, 2024, Magnolia Oil & Gas Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its financial and operational results for the fourth quarter and full-year ended December 31, 2023.
The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01    Regulation FD Disclosure

On February 14, 2024, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the fourth quarter and full-year ended December 31, 2023.
The earnings presentation, which is attached hereto as Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
NumberDescription
99.1
99.2
104Cover Page Interactive Data File (formatted as inline XBRL)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MAGNOLIA OIL & GAS CORPORATION
Date: February 14, 2024
By:       /s/ Timothy D. Yang
Name:  Timothy D. Yang
Title:    Executive Vice President,
             General Counsel, Corporate Secretary and Land

2
Exhibit 99.1
Magnolia Oil & Gas Corporation Announces 2023 Fourth Quarter and Year End Results

HOUSTON, TX, February 14, 2024 - Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the fourth quarter and full year 2023.

Fourth Quarter 2023 Summary Financial Results:
(In millions, except per share data)
For the
Quarter Ended
December 31, 2023
For the
Quarter Ended
December 31, 2022
Percentage increase (decrease)
Average daily production (Mboe/d)85.4 73.8 16 %
Net income$113.9 $254.8 (55)%
Earnings per share - diluted0.53 1.20 (56)%
Adjusted EBITDAX(1)
240.0 267.5 (10)%
Capital expenditures - D&C91.5 140.0 (35)%
Cash balance$401.1 $675.4 (41)%
Diluted weighted average total shares outstanding(2)
206.5 215.4 (4)%

Full Year 2023 Summary Financial Results:
(In millions, except per share data)
For the
Year Ended
December 31, 2023
For the
Year Ended
December 31, 2022
Percentage increase (decrease)
Average daily production (Mboe/d)82.3 75.4 9 %
Net income$442.6 $1,050.2 (58)%
Earnings per share - diluted2.04 4.71 (57)%
Adjusted EBITDAX(1)
899.2 1,345.3 (33)%
Capital expenditures - D&C421.6 459.8 (8)%
Cash balance$401.1 $675.4 (41)%
Diluted weighted average total shares outstanding(2)
210.2 220.7 (5)%

Fourth Quarter and Full Year 2023 Highlights:

•Magnolia reported fourth quarter and full year 2023 net income attributable to Class A Common Stock of $98.4 million, or $0.53 per diluted share, and $388.3 million or $2.04 per diluted share, respectively. Fourth quarter and full year 2023 total net income was $113.9 million and $442.6 million, respectively. The diluted weighted average share count(2) for the fourth quarter and full year 2023 was 206.5 million and 210.2 million, a year-over-year decline of 4% and 5%, respectively.

•Adjusted EBITDAX(1) was $240.0 million during the fourth quarter of 2023, with drilling and completions (“D&C”) capital of $91.5 million, below our guidance of $100 million. The D&C capital was just 38% of quarterly adjusted EBITDAX. Adjusted EBITDAX for the full year 2023 was $899.2 million with total D&C capital of $421.6 million or 8% less than the prior year, and representing 47% of adjusted EBITDAX.

•Net cash provided by operating activities was $246.9 million during the fourth quarter of 2023 and $855.8 million during full year 2023. The Company generated free cash flow(1) of $131.3 million during the fourth quarter of 2023 and $412.9 million during full year 2023.

•Total production in the fourth quarter of 2023 grew 16% from the fourth quarter of 2022 to 85.4 thousand barrels of oil equivalent per day (“Mboe/d”). Production for full year 2023 averaged 82.3 Mboe/d representing year-over-year volume growth of more than 9%.


(1) Adjusted EBITDAX and free cash flow are non-GAAP financial measures. For reconciliations to the most comparable GAAP measures, please see “Non-GAAP Financial Measures” at the end of this press release.
(2) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding.
1

•In the fourth quarter of 2023, production at Giddings and Other grew 46% compared to the prior year fourth quarter to 63.0 Mboe/d including oil production growth of 48%. Giddings production represented approximately 71% of overall Magnolia volumes in 2023 and the Giddings area continues to see operating efficiency improvements in the field such as fewer drilling days per well and significant gains in stimulation stages per day.

•Magnolia repurchased 2.5 million Class A Common shares during the fourth quarter for $54.2 million. Total share repurchases during 2023 amounted to 9.6 million Class A Common shares, driving the reduction in the Company’s diluted weighted average share count(3) by 5% compared to the prior year. Magnolia has 9.2 million Class A Common shares remaining as part of the current share repurchase authorization, which is specifically allocated toward open market share repurchases.

•As previously announced, the Board of Directors declared a cash dividend of $0.13 per share of Class A common stock, and a cash distribution of $0.13 per Class B unit, payable on March 1, 2024 to shareholders of record as of February 16, 2024. The quarterly dividend represents a 13% increase providing an annualized rate of $0.52 per share. This is the third consecutive year that Magnolia has increased its dividend rate after initiating a dividend payment in 2021 and is reinforced by our ongoing efforts toward reducing our outstanding shares and delivering moderate annual production growth.

•Magnolia returned 60%(4) and 74%(5) of the free cash flow generated during the fourth quarter and full year 2023, respectively, to the Company’s shareholders through a combination of share repurchases and dividends. Along with the significant return of cash to shareholders, Magnolia ended the year with $401.1 million of cash on its balance sheet. The Company remains undrawn on its $450.0 million revolving credit facility, with no debt maturities until 2026 and does not currently plan to increase its bonded indebtedness.
“I want to praise our teams for their numerous accomplishments during 2023 which included another solid year of execution on Magnolia’s overall strategy and core principles including disciplined capital spending and high operating margins, while generating consistent free cash flow and delivering moderate production growth,” said President and CEO Chris Stavros. “Our business model is designed to provide a balanced approach toward prudently and efficiently reinvesting in our assets while returning a significant amount of cash to investors. During 2023, we spent 47 percent of our EBITDAX drilling and completing wells while returning 74 percent of our free cash flow to shareholders via share repurchases and dividends.

“Our supply chain and operations staff partnered with our service providers and material vendors to better align costs within the lower commodity price environment which improved our margins and free cash flow generation. As a result of our actions, our total capital spending was 17 percent lower than our initial 2023 budget and we generated $413 million of free cash flow while achieving production growth of 9 percent. We also used some of our excess balance sheet cash to make several bolt-on oil and gas property acquisitions during 2023, yet still ended the year with zero net debt. These properties, improve the business and its overall durability by enhancing our high-margin resource opportunity set and allows us to apply our experience and skills from Giddings.

“Looking forward, last year’s actions have strengthened our position into 2024 as we expect total company production growth to be in the high single digits, with oil volumes growing at similar rates and remaining fairly steady through the year. Our capital plan will continue to be disciplined and we anticipate a reinvestment rate of less than 55 percent of adjusted EBITDAX at current product prices. Well costs in Giddings have declined by more than 20 percent from year-ago levels leading to lower F&D costs as we start the year. We expect to generate a sizable amount of free cash flow and plan to return a significant portion of this back to shareholders through our growing dividend and ongoing share repurchase program. Magnolia’s strategy is aimed at maximizing per share value through the cycle and over time, and we remain well-positioned to execute on our plan.”








(3) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding.
(4) Fourth quarter 2023 return to shareholders includes $54.2 million of share repurchases, $21.5 million of dividends to Class A shareholders, and $2.5 million of distributions to Class B shareholders, divided by the quarterly free cash flow (reconciled on page 13).
(5) Full year 2023 return to shareholders includes $207.0 million of share repurchases, $87.8 million of dividends to Class A shareholders, and $10.0 million of distributions to Class B shareholders, divided by the annual free cash flow (reconciled on page 13).
2

Operational Update

Fourth quarter 2023 total company production averaged 85.4 Mboe/d, representing a 16 percent increase over the prior year period. Production from Giddings and Other increased by 46 percent with oil production growing by 48 percent over the prior year’s fourth quarter. Magnolia’s fourth quarter and full year 2023 capital spending on drilling, completions and associated facilities was $91.5 million and $421.6 million. While this was below our previous guidance, a small amount of capital was deferred into the first quarter of 2024. In total, 2023 capital spending was more than $80 million lower, or approximately 17 percent below the midpoint of our initial 2023 capital spending guidance. Our actions taken to lower capital helped to reduce our finding and development costs, improve our operating margins and allowed us to generate additional free cash flow during 2023.

Magnolia plans to operate two drilling rigs and one completion crew during 2024 and expects to maintain this level of activity throughout the year. While this activity level is similar to the 2023 operating plan, lower well costs combined with improved operating efficiencies allow for more wells to be drilled, completed and turned in line helping to support Magnolia’s overall high-margin growth. Most of the development activity will consist of multi-well development pads in the Company’s Giddings area, with a smaller amount of development planned in the Karnes area, in addition to some appraisal wells at Giddings. For Giddings development activity in 2024, we currently expect to drill multi-well pads with somewhat longer lateral lengths of approximately 8,500 feet.

2023 Oil and Gas Reserves

Total 2023 proved reserves increased 8 percent to 169.8 MMboe from 157.0 MMboe at year end 2022 and replaced 143 percent(6) of 2023 production. Magnolia books only one year of proved undeveloped reserves and as a result 80 percent of its 2023 proved reserves were developed. The proved undeveloped reserves represent what we plan to convert to proved developed during 2024.

Magnolia’s total proved developed reserves at year end 2023 were 135.2 MMboe. Excluding acquisitions, sales, and price-related revisions, the Company added 43.9 MMboe of proved developed reserves during the year. Total costs incurred excluding property acquisition costs, exploration expenses and asset retirement obligations were $421.6 million in 2023 resulting in organic proved developed F&D costs of $9.60 per boe. During the three-year period from 2021 to 2023, Magnolia’s organic proved developed F&D costs averaged $10.79 per boe.


Additional Guidance

Magnolia expects its total 2024 D&C capital spending to be in the range of $450 to $480 million, which includes an estimate of non-operated capital that is about the same as 2023 levels. We expect first quarter D&C capital expenditures to be approximately $130 million and anticipate this to be the highest quarterly rate of spending for the year. Total production for the first quarter is estimated to be approximately 84 to 85 Mboe/d which incorporates several days of production and facilities downtime caused by severe winter weather conditions in mid-January. Despite this impact, our production has fully recovered and we are maintaining our guidance for high single digit production growth in 2024. Most of this growth is expected to come from our development program in our Giddings area.

Oil price differentials are anticipated to be approximately a $3 per barrel discount to Magellan East Houston and Magnolia remains completely unhedged for all its oil and natural gas production. The fully diluted share count for the first quarter of 2024 is expected to be approximately 205 million shares, which is 4 percent lower than first quarter 2023 levels.

Annual Report on Form 10-K

Magnolia's financial statements and related footnotes will be available in its Annual Report on Form 10-K for the year ended December 31, 2023, which is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on February 15, 2024.








(6) Calculated as the sum of the 2023 change in total proved reserves of 12.8 MMboe and 2023 production of 30.1 MMboe divided by 2023 production.
3

Conference Call and Webcast

Magnolia will host an investor conference call on Thursday, February 15, 2024 at 10:00 am Central (11:00 am Eastern) to discuss these operating and financial results. Interested parties may join the webcast by visiting Magnolia's website at www.magnoliaoilgas.com/investors/events-and-presentations and clicking on the webcast link or by dialing 1-844-701-1059. A replay of the webcast will be posted on Magnolia's website following completion of the call.


About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre‐tax margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.


Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; (v) geopolitical and business conditions in key regions of the world; and (vi) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is expected to be filed with the SEC on February 15, 2024. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.


Contacts for Magnolia Oil & Gas Corporation

Investors
Tom Fitter
(713) 331-4802
tfitter@mgyoil.com

Media
Art Pike
(713) 842-9057
apike@mgyoil.com


4


Magnolia Oil & Gas Corporation
Operating Highlights
 
For the Quarters Ended
For the Years Ended
 December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Production:
Oil (MBbls)3,263 2,972 12,608 12,189 
Natural gas (MMcf)14,246 12,455 55,085 50,660 
Natural gas liquids (MBbls)2,221 1,740 8,266 6,874 
Total (Mboe)7,858 6,788 30,054 27,506 
Average daily production:
Oil (Bbls/d)35,466 32,307 34,541 33,394 
Natural gas (Mcf/d)154,848 135,380 150,918 138,796 
Natural gas liquids (Bbls/d)24,140 18,914 22,645 18,833 
Total (boe/d)85,414 73,785 82,340 75,360 
Revenues (in thousands):
Oil revenues$252,531 $245,305 $958,388 $1,158,006 
Natural gas revenues26,367 59,445 102,054 301,494 
Natural gas liquids revenues43,730 44,292 166,537 234,993 
Total revenues$322,628 $349,042 $1,226,979 $1,694,493 
Average sales price:
Oil (per Bbl)$77.39 $82.53 $76.02 $95.01 
Natural gas (per Mcf)1.85 4.77 1.85 5.95 
Natural gas liquids (per Bbl)19.69 25.45 20.15 34.18 
Total (per boe)$41.06 $51.42 $40.83 $61.60 
NYMEX WTI (per Bbl)$78.33 $82.63 $77.61 $94.23 
NYMEX Henry Hub (per MMBtu)$2.88 $6.27 $2.74 $6.65 
Realization to benchmark:
Oil (% of WTI)99 %100 %98 %101 %
Natural gas (% of Henry Hub)64 %76 %68 %89 %
Operating expenses (in thousands):
Lease operating expenses$40,431 $35,457 $155,491 $131,513 
Gathering, transportation, and processing10,908 13,236 44,327 64,754 
Taxes other than income16,234 19,114 65,565 94,031 
Depreciation, depletion and amortization95,922 63,820 324,790 243,152 
Operating costs per boe:
Lease operating expenses$5.15 $5.22 $5.17 $4.78 
Gathering, transportation, and processing1.39 1.95 1.47 2.35 
Taxes other than income2.07 2.82 2.18 3.42 
Depreciation, depletion and amortization12.21 9.40 10.81 8.84 
5

Magnolia Oil & Gas Corporation
Consolidated Statements of Operations
(In thousands, except per share data)
For the Quarters Ended
For the Years Ended
 December 31, 2023December 31, 2022December 31, 2023December 31, 2022
REVENUES 
Oil revenues$252,531 $245,305 $958,388 $1,158,006 
Natural gas revenues26,367 59,445 102,054 301,494 
Natural gas liquids revenues43,730 44,292 166,537 234,993 
Total revenues322,628 349,042 1,226,979 1,694,493 
OPERATING EXPENSES
Lease operating expenses40,431 35,457 155,491 131,513 
Gathering, transportation and processing10,908 13,236 44,327 64,754 
Taxes other than income16,234 19,114 65,565 94,031 
Exploration expenses306 1,467 5,445 11,586 
Asset retirement obligations accretion1,500 841 4,039 3,245 
Depreciation, depletion and amortization95,922 63,820 324,790 243,152 
Impairment of oil and natural gas properties— — 15,735 — 
General and administrative expenses19,240 17,200 77,102 72,426 
Total operating costs and expenses184,541 151,135 692,494 620,707 
OPERATING INCOME138,087 197,907 534,485 1,073,786 
OTHER INCOME (EXPENSE)
Interest expense, net(405)(1,805)(33)(23,442)
Other income (expense), net7,718 (35)15,360 6,543 
Total other income (expense), net7,313 (1,840)15,327 (16,899)
INCOME BEFORE INCOME TAXES145,400 196,067 549,812 1,056,887 
INCOME TAX EXPENSE (BENEFIT)
Current income tax expense4,402 7,025 31,852 72,358 
Deferred income tax expense (benefit)27,142 (65,720)75,356 (65,720)
Total income tax expense (benefit)31,544 (58,695)107,208 6,638 
NET INCOME113,856 254,762 442,604 1,050,249 
LESS: Net income attributable to noncontrolling interest15,411 23,023 54,303 156,412 
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK$98,445 $231,739 $388,301 $893,837 
NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic$0.53 $1.21 $2.04 $4.73 
Diluted$0.53 $1.20 $2.04 $4.71 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic184,511 190,274 188,174 187,433 
Diluted184,625 190,659 188,355 187,901 
WEIGHTED AVERAGE NUMBER OF CLASS B SHARES OUTSTANDING(1)
21,827 24,745 21,827 32,810 
(1) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
6

Magnolia Oil & Gas Corporation
Summary Cash Flow Data
(In thousands)
For the Quarters Ended For the Years Ended
December 31, 2023December 31, 2022December 31, 2023December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME$113,856 $254,762 $442,604 $1,050,249 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization95,922 63,820 324,790 243,152 
Exploration expenses, non-cash265 554 274 554 
Impairment of oil and natural gas properties— — 15,735 — 
Asset retirement obligations accretion1,500 841 4,039 3,245 
Amortization of deferred financing costs1,083 1,042 4,256 5,854 
(Gain) on sale of assets— — (3,946)— 
Deferred income tax benefit27,142 (65,720)75,356 (65,720)
(Gain) on revaluation of contingent consideration(7,643)— (7,643)— 
Stock based compensation4,106 3,450 16,166 13,314 
Net change in operating assets and liabilities10,651 9,253 (15,842)46,039 
Net cash provided by operating activities246,882 268,002 855,789 1,296,687 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions(279,184)(78,377)(355,499)(90,126)
Additions to oil and natural gas properties(92,835)(141,629)(424,890)(465,139)
Changes in working capital associated with additions to oil and natural gas properties(12,105)23,835 (33,793)37,987 
Other investing(128)(422)(718)(1,609)
Net cash used in investing activities(384,252)(196,593)(814,900)(518,887)
CASH FLOW FROM FINANCING ACTIVITIES
Class A Common Stock repurchases(53,624)(11,776)(205,320)(164,913)
Class B Common Stock purchases and cancellations— (48,520)— (187,273)
Dividends paid(21,597)(18,978)(88,077)(75,198)
Distributions to noncontrolling interest owners(4,119)(5,510)(14,065)(29,362)
Cash paid for debt modification— — — (5,494)
Other financing activities(635)(723)(7,747)(7,101)
Net cash used in financing activities(79,975)(85,507)(315,209)(469,341)
NET CHANGE IN CASH AND CASH EQUIVALENTS(217,345)(14,098)(274,320)308,459 
Cash and cash equivalents – Beginning of period618,466 689,539 675,441 366,982 
Cash and cash equivalents – End of period$401,121 $675,441 $401,121 $675,441 

7

Magnolia Oil & Gas Corporation
Summary Balance Sheet Data
(In thousands)
December 31, 2023December 31, 2022
Cash and cash equivalents$401,121 $675,441 
Other current assets190,152 175,306 
Property, plant and equipment, net2,052,021 1,533,029 
Other assets112,922 188,809 
Total assets$2,756,216 $2,572,585 
Current liabilities$314,887 $340,273 
Long-term debt, net392,839 390,383 
Other long-term liabilities165,822 101,738 
Common stock23 23 
Additional paid in capital1,743,930 1,719,875 
Treasury stock(538,445)(329,512)
Retained earnings486,162 185,669 
Noncontrolling interest190,998 164,136 
Total liabilities and equity$2,756,216 $2,572,585 



8

Magnolia Oil & Gas Corporation
Costs Incurred, Proved Developed Reserves, Organic F&D Cost Per Boe and Reserve Replacement Ratio

The following tables summarize the Company's costs incurred in oil and gas property acquisition, exploration and development activities, reconciliation of changes in proved developed reserves, and calculation of organic proved developed F&D cost per boe for the years ended December 31, 2023, 2022, and 2021.

For the Years EndedThree Year Total
(In thousands)December 31, 2023December 31, 2022December 31, 2021
Costs incurred:
Proved property acquisition costs$326,150 $53,781 $12,354 $392,285 
Unproved properties acquisition costs68,177 37,994 10,483 116,654 
Total acquisition costs394,327 91,775 22,837 508,939 
Exploration and development costs471,238 477,995 240,815 1,190,048 
Total costs incurred865,565 569,770 263,652 1,698,987 
Less: Total acquisition costs(394,327)(91,775)(22,837)(508,939)
Less: Asset retirement obligations(41,177)(1,824)(1,153)(44,154)
Less: Exploration expenses(5,171)(11,032)(3,237)(19,440)
Less: Leasehold acquisition costs(3,267)(5,302)(4,521)(13,090)
Drilling and completions capital(A)$421,623 $459,837 $231,904 $1,113,364 


For the Years EndedThree Year Total
(In MMboe)December 31, 2023December 31, 2022December 31, 2021
Proved developed reserves:
Beginning of period125.6 109.8 85.8 85.8 
End of period135.2 125.6 109.8 135.2 
Increase in proved developed reserves9.6 15.8 24.0 49.4 
Production30.1 27.5 24.1 81.7 
Increase in proved developed reserves plus production39.7 43.3 48.1 131.1 
Less: Purchases of reserves in place, net of sales(10.9)(4.6)(0.4)(15.9)
Increase in proved developed reserves, excluding acquisitions, net of sales28.8 38.7 47.7 115.2 
Plus (Less): Price-related revisions15.1 (10.4)(16.7)(12.0)
Increase in proved developed reserves, excluding acquisitions, sales, and price-related revisions
(B)43.9 28.3 31.0 103.2 

For the Years EndedThree Year Average
December 31, 2023December 31, 2022December 31, 2021
Organic proved developed F&D cost per boe(A)/(B)$9.60 $16.25 $7.48 $10.79 
9

Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures


Reconciliation of net income to adjusted EBITDAX

In this press release, we refer to adjusted EBITDAX, a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define adjusted EBITDAX as net income before interest expense, income taxes, depreciation, depletion and amortization, amortization of intangible assets, exploration expenses, and accretion of asset retirement obligations, adjusted to exclude the effect of certain items included in net income. Adjusted EBITDAX is not a measure of net income in accordance with GAAP.

Our management believes that adjusted EBITDAX is useful because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We also believe that securities analysts, investors, and other interested parties may use adjusted EBITDAX in the evaluation of our Company. We exclude the items listed above from net income in arriving at adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of adjusted EBITDAX. Our presentation of adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of net income to adjusted EBITDAX, our most directly comparable financial measure, calculated and presented in accordance with GAAP:
For the Quarters Ended
For the Years Ended
(In thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
NET INCOME$113,856 $254,762 $442,604 $1,050,249 
Exploration expenses306 1,467 5,445 11,586 
Asset retirement obligations accretion1,500 841 4,039 3,245 
Depreciation, depletion and amortization95,922 63,820 324,790 243,152 
Interest expense, net405 1,805 33 23,442 
Income tax expense (benefit)31,544 (58,695)107,208 6,638 
EBITDAX243,533 264,000 884,119 1,338,312 
Impairment of oil and natural gas properties— — 15,735 — 
Gain on revaluation of contingent consideration(7,643)— (7,643)— 
Other income adjustment (1)
— — (9,193)(6,333)
Non-cash stock based compensation expense4,106 3,450 16,166 13,314 
Adjusted EBITDAX$239,996 $267,450 $899,184 $1,345,293 

(1) The years ended December 31, 2023 and 2022 include adjustments of $5.3 million and $6.3 million, respectively, related to earnout payments associated with the sale of the Company’s 35% membership interest in Ironwood Eagle Ford Midstream, LLC in 2020. The year ended December 31, 2023 also includes an adjustment of $3.9 million related to the gain on the sale of the Company’s 84.7% interest in Highlander Oil & Gas Holdings LLC.
10

Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net income to adjusted net income

Our presentation of adjusted net income is a non-GAAP measures because it excludes the effect of certain items included in net income. Management uses adjusted net income to evaluate our operating and financial performance because it eliminates the impact of certain items that management does not consider to be representative of the Company’s on-going business operations. As a performance measure, adjusted net income may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes adjusting these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted net income may not be comparable to similar measures of other companies in our industry.
For the Quarters Ended
For the Years Ended
(In thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
NET INCOME$113,856 $254,762 $442,604 $1,050,249 
Adjustments:
Impairment of oil and natural gas properties— — 15,735 — 
Deferred income tax benefit (1)
— (65,720)— (65,720)
Gain on revaluation of contingent consideration(7,643)— (7,643)— 
Other income adjustment (2)
— — (9,193)(6,333)
Change in estimated income tax(3)
1,490 — 215 — 
ADJUSTED NET INCOME$107,703 $189,042 $441,718 $978,196 
Diluted weighted average shares of Class A Common Stock outstanding during the period184,625 190,659 188,355 187,901 
Weighted average shares of Class B Common Stock outstanding during the period(4)
21,827 24,745 21,827 32,810 
Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities(4)
206,452 215,404 210,182 220,711 


(1) Deferred income tax benefit primarily relates to the release of the valuation allowance during the year ended December 31, 2022 against the Company’s federal and state deferred tax assets that was originally established as a result of impairments recorded in the first quarter of 2020.
(2) The years ended December 31, 2023 and 2022 include adjustments of $5.3 million and $6.3 million, respectively, related to earnout payments associated with the sale of the Company’s 35% membership interest in Ironwood Eagle Ford Midstream, LLC in 2020. The year ended December 31, 2023 also includes an adjustment of $3.9 million related to the gain on the sale of the Company’s 84.7% interest in Highlander Oil & Gas Holdings LLC.
(3) Represents corporate income taxes at an assumed annual effective tax rate of 19.5% for the quarter and year ended December 31, 2023. There was no change in estimated income tax for the quarter and year ended December 31, 2022 due to the valuation allowance against net deferred tax assets.
(4) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.
11


Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of revenue to adjusted cash operating margin and to operating income margin

Our presentation of adjusted cash operating margin and total adjusted cash operating costs are supplemental non-GAAP financial measures that are used by management. Total adjusted cash operating costs exclude the impact of non-cash activity. We define adjusted cash operating margin per boe as total revenues per boe less operating expenses per boe. Management believes that total adjusted cash operating costs per boe and adjusted cash operating margin per boe provide relevant and useful information, which is used by our management in assessing the Company’s profitability and comparability of results to our peers.

As a performance measure, total adjusted cash operating costs and adjusted cash operating margin may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted cash operating margin may not be comparable to similar measures of other companies in our industry.

For the Quarters Ended
For the Years Ended
(In $/boe)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Revenue$41.06 $51.42 $40.83 $61.60 
Total cash operating costs:
Lease operating expenses (1)
(5.09)(5.17)(5.11)(4.74)
Gathering, transportation and processing(1.39)(1.95)(1.47)(2.35)
Taxes other than income(2.07)(2.82)(2.18)(3.42)
Exploration expenses (2)
(0.01)(0.14)(0.17)(0.40)
General and administrative expenses (3)
(1.99)(2.07)(2.09)(2.18)
Total adjusted cash operating costs(10.55)(12.15)(11.02)(13.09)
Adjusted cash operating margin$30.51 $39.27 $29.81 $48.51 
Margin (%)74 %76 %73 %79 %
Non-cash costs:
Depreciation, depletion and amortization$(12.21)$(9.40)$(10.81)$(8.84)
Impairment of oil and natural gas properties— — (0.52)— 
Asset retirement obligations accretion(0.19)(0.12)(0.13)(0.12)
Non-cash stock based compensation(0.52)(0.51)(0.54)(0.49)
Exploration expenses, non-cash (0.03)(0.08)(0.01)(0.02)
Total non-cash costs(12.95)(10.11)(12.01)(9.47)
Operating income margin$17.56 $29.16 $17.80 $39.04 
Add back: impairment of oil and natural gas properties— — 0.52 — 
Adjusted operating income margin$17.56 $29.16 $18.32 $39.04 
Margin (%)43 %57 %45 %63 %
(1) Lease operating expenses exclude non-cash stock based compensation of $0.5 million, or $0.06 per boe, and $0.3 million, or $0.05 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $1.9 million, or $0.06 per boe, and $1.2 million, or $0.04 per boe for the years ended December 31, 2023 and 2022, respectively.
(2) Exploration expenses exclude non-cash exploration activity of $0.3 million, or $0.03 per boe, and $0.6 million, or $0.08 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $0.3 million, or $0.01 per boe, and $0.6 million, or $0.02 per boe, for the years ended December 31, 2023 and 2022, respectively.
(3) General and administrative expenses exclude non-cash stock based compensation of $3.6 million, or $0.46 per boe, and $3.1 million, or $0.46 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $14.3 million, or $0.48 per boe, and $12.1 million, or $0.45 per boe, for the years ended December 31, 2023 and 2022, respectively.
12


Magnolia Oil & Gas Corporation
Non-GAAP Financial Measures

Reconciliation of net cash provided by operating activities to free cash flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as cash flows from operations before net change in operating assets and liabilities less additions to oil and natural gas properties and changes in working capital associated with additions to oil and natural gas properties. Management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies and is frequently included in published research when providing investment recommendations. Free cash flow is used by management as an additional measure of liquidity. Free cash flow is not a measure of financial performance under GAAP and should not be considered an alternative to cash flows from operating, investing, or financing activities.

For the Quarters EndedFor the Years Ended
(In thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Net cash provided by operating activities$246,882 $268,002 $855,789 $1,296,687 
Add back: net change in operating assets and liabilities(10,651)(9,253)15,842 (46,039)
Cash flows from operations before net change in operating assets and liabilities236,231 258,749 871,631 1,250,648 
Additions to oil and natural gas properties(92,835)(141,629)(424,890)(465,139)
Changes in working capital associated with additions to oil and natural gas properties(12,105)23,835 (33,793)37,987 
Free cash flow$131,291 $140,955 $412,948 $823,496 
13
Fourth Quarter 2023 Earnings Presentation February 15, 2024 Christopher Stavros – President & CEO Brian Corales – Senior Vice President & CFO Tom Fitter – Director, Investor Relations

 
Disclaimer 2 12% FORWARD LOOKING STATEMENTS The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; (v) geopolitical and business conditions in key regions of the world; and (vi) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is expected to be filed with the SEC on February 15, 2024. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures, including adjusted net income, free cash flow, EBIT, EBITDA, EBITDAX, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and adjusted operating income margin. Magnolia believes these metrics are useful because they allow Magnolia to more effectively evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to accounting methods or capital structure. Magnolia does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Adjusted net income and adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from free cash flow, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and adjusted operating margin are significant components in understanding and assessing a company’s financial performance and should not be construed as an inference that its results will be unaffected by unusual or non-recurring terms. As performance measures, adjusted net income, adjusted EBITDAX, adjusted cash operating costs, adjusted cash operating margin and adjusted operating income margin may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. As a liquidity measure, management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. Our presentation of adjusted net income, adjusted EBITDAX, free cash flow, adjusted cash operating costs, adjusted cash operating margin and adjusted operating income margin may not be comparable to similar measures of other companies in our industry. A free cash flow reconciliation is shown on page 21, adjusted EBITDAX reconciliation is shown on page 23 of the presentation, adjusted net income is shown on page 23, and adjusted cash operating costs, adjusted cash operating margin and adjusted operating income margin reconciliations are shown on page 15. INDUSTRY AND MARKET DATA This presentation has been prepared by Magnolia and includes market data and other statistical information from sources believed by Magnolia to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Magnolia, which are derived from its review of internal sources as well as the independent sources described above. Although Magnolia believes these sources are reliable, it has not independently verified the information and cannot guarantee its accuracy and completeness.

 
Q4 2023 FY 2023 Production (Mboe/d) Year-over-year Growth 85.4 16% 82.3 9% Adjusted EBITDAX(1) ($MM) $240 $899 Earnings Per Share ($) Per Diluted Share $0.53 $2.04 D&C Capital Spending ($MM) As a % of Adjusted EBITDAX $91 38% $422 47% Free Cash Flow(1) ($MM) $131 $413 Shareholder Returns ($MM) Share Repurchases(2) + Dividends $78 $305 Adjusted Operating Income Margin(1) 43% 45% Highlights (1) Adjusted EBITDAX, free cash flow and adjusted operating income margin are non-GAAP measures. For a reconciliation of the most comparable GAAP measure see slide 22, 21 and 15. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.” (2) Includes $1.7 MM of share repurchases incurred during the fourth quarter, but settled during the first quarter of 2024 and excludes $1.2 million of share repurchases incurred during the third quarter 2023, but settled during the fourth quarter 2023. 3

 
Return Substantial Portion of Our Free Cash Flow to Shareholders and Allocate Some Excess Cash Toward Small, Bolt-on Acquisitions that Improve the Business Long-term dividend per share compound annual growth rate of ~10% and share repurchases of at least 1% per quarter High Quality Assets Drive Low Capital Reinvestment Rate that Grows the Business Limit Capital Spending to 55% of Annual Adjusted EBITDAX1 Maintain Conservative Financial Leverage to Provide Financial Flexibility Through Cycle Strong balance sheet with zero net debt at YE 2023 provides ability for counter cyclical investing to increase per share value Deliver Mid-Single Digit Long-Term Production Growth with Significant Free Cash Flow1 2024 BOE and Oil Growth of High Single-Digits Magnolia’s Business Model (1) Adjusted EBITDAX and Free Cash Flow are non-GAAP measures. For a reconciliation of the most comparable GAAP measure see slides 22 and 21. 4

 
Low Reinvestment Rate with Strong Production Growth 5 (1) Source: FactSet (2021 – 2023E) as of 2/9/2024. Reinvestment Rate is exploration and development capital divided by operating cash flow. Production growth per share is calculated as the 3-year growth rate of annual production divided by weighted average diluted shares outstanding in each respective year. Peers include: APA, AR, CHRD, CIVI, COP, CTRA, DVN, EOG, EQT, FANG, HES, MRO, MTDR, MUR, OVV, OXY, PR, PXD, RRC, SM and SWN. Production Growth Per Share1 (3-Year CAGR)3-Year Average Reinvestment Rate1 35% 35% 38% 38% 39% 39% 40% 41% 42% 43% 44% 46% 47% 49% 55% 55% 55% 57% 60% 66% 77% 79% 23% 19% 17% 14% 11% 10% 10% 10% 9% 7% 6% 5% 5% 4% 4% 0% -1% -2% -4% -4% -5% -6% Magnolia’s Giddings Focused Development has Provided a More Capital Efficient Program Compared to Peers

 
History of Top-Tier Return on Capital Employed 6 3-Year Average ROCE1 ❑ Magnolia delivers top-tier corporate returns (ROCE) ❑ Focus on cost reductions in 2023 and ongoing share repurchases has had a tangible beneficial impact on corporate returns ❑ High-quality asset base and increased efficiencies support the higher return profile ❑ Continued execution on the founding principles of low leverage, disciplined capital spending and high pre-tax margins is critical to sustaining high returns 39% 37% 36% 31% 30% 28% 28% 27% 27% 27% 23% 22% 21% 21% 18% 17% 17% 16% 15% 14% 12% 11% (1) Source: FactSet (2021 – 2023E) as of 2/9/2024. Return on capital employed (ROCE) is EBIT divided by total assets minus current liabilities. Peers include: APA, AR, CHRD, CIVI, COP, CTRA, DVN, EOG, EQT, FANG, HES, MRO, MTDR, MUR, OVV, OXY, PR, PXD, RRC, SM and SWN.

 
-0.1 0.0 0.1 0.4 0.4 0.4 0.5 0.7 0.8 0.8 0.9 0.9 1.1 1.2 1.2 1.4 1.4 1.5 1.5 1.5 1.6 1.8 2.0 Low Leverage Drives Financial Flexibility 7 Net Debt / EBITDA (2023E) (1) (1) Source: FactSet (2023E) as of 2/9/2024. Net debt is calculated as the difference between cash and total principal long-term debt. Peers include: APA, AR, CHK, CHRD, CIVI, COP, CTRA, DVN, EOG, EQT, FANG, HES, MRO, MTDR, MUR, OVV, OXY, PR, PXD, RRC, SM and SWN. Magnolia has one of the best balance sheets in the industry

 
Strong Operating Margins 8 Operating Margin1 (3-Year Average) ❑ Magnolia has consistently delivered one of the highest operating margins ❑ High-quality asset base and focus on maintaining low costs support top-tier operating margins ❑ High-margin production supports free cash flow generation and return of capital to shareholders (1) Source: FactSet (2021 – 2023E) as of 2/9/2024. Operating margin is EBIT divided by revenue by year. Peers include: APA, AR, CHRD, CIVI, COP, CTRA, DVN, EOG, EQT, FANG, HES, MRO, MTDR, MUR, OVV, OXY, PR, PXD, RRC, SM and SWN. 61% 56% 52% 51% 49% 48% 44% 43% 42% 42% 42% 39% 38% 38% 37% 37% 35% 34% 33% 29% 29% 27%

 
2024 Operating Plan 9 2024 Production & Capital Annual BOE and Oil Growth High Single-Digit 2024 Budget $450 - $480 Million (DC&F) 2024 Operating Plan ~2 Rigs / ~1 Completion Crew 2024 Capital ~20% Karnes ~80% Giddings Giddings Karnes

 
First Quarter and Full Year 2024 Guidance 10 Guidance (as of February 14, 2024) Full Year Production (Mboe/d and Mbo/d) Year-over-year Growth High-Single Digit Q1 Production (Mboe/d) 84 - 85 Full Year D&C Capital Spending ($MM) $450 - $480 Q1 D&C Capital Spending ($MM) ~$130 Q1 Oil Differential Per Barrel ($) To Magellan East Houston (MEH) ($3) Q1 Fully Diluted Share Count (MM Shares) ~205

 
2023 Cash Flow Reconciliation (1) Cash flow from operations before changes in working capital. (2) Comprised of $50 MM of working capital changes including capital accruals and $9 MM in other investing and financing activities. (3) Includes $88 MM of dividends paid to Class A shareholders and $14 MM of distributions to noncontrolling interest holders. (4) Comprised of $205 MM Class A Common Stock under share repurchase program. 11 675 872 59 102 205 355 425 401 0 200 400 600 800 1,000 1,200 1,400 1,600 Cash 12/31/2022 Cash Flow from Operations Changes in Working Capital and Other Dividends Common Stock Repurchases Acquisitions D&C and Facilities Capital Cash 12/31/2023 (1) (4)(3)(2) $ In M ill io n s

 
-24%-20%-18%-12% -6% -5% 0% 0% 2% 6% 6% 9% 19% 29% 38% 43% 44% 80% 97% 180% 304% Significant Share Repurchases Since 2019 (1) Class A share reduction includes 3.6 million non-compete shares that were paid in lieu of stock in 2021. Includes both Class A and Class B share repurchases. (2) Source: FactSet (2019 – 2023E). Peers include: APA, AR, CIVI, COP, CTRA, DVN, EOG, EQT, FANG, HES, MRO, MTDR, MUR, OVV, OXY, PR, PXD, RRC, SM and SWN. 12 5-Year Change in Diluted Shares Outstanding (2019 – 2023E) Magnolia has reduced its diluted share count by approximately 20% Magnolia’s Consistent Share Repurchases1 (million shares repurchased by year)

 
Safe, Sustainable and Growing Dividend 13 $0.28 $0.40 $0.46 $0.52 2021 2022 2023 2024E Annualized Dividend Payout Per Share ❑ Magnolia’s dividend has grown at a substantial rate over the past four years ❑ Sustainable dividend growth supported even at low commodity prices ❑ Higher than peer average dividend growth supported by moderate volume growth and ongoing share repurchases ❑ Target average annual dividend growth of ~10% through commodity cycles

 
Summary Balance Sheet 14 (in thousands) December 31, 2023 December 31, 2022 Cash $401,121 $675,441 Current assets 190,152 175,306 Property, plant and equipment, net 2,052,021 1,533,029 Other assets 112,922 188,809 Total assets $2,756,216 $2,572,585 Current liabilities $314,887 $340,273 Long-term debt, net 392,839 390,383 Other long-term liabilities 165,822 101,738 Total equity 1,882,668 1,740,191 Total liabilities and equity $2,756,216 $2,572,585

 
Margin and Cost Structure 15 $ / Boe, unless otherwise noted For the Quarters Ended For the Years Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Revenue $41.06 $51.42 $40.83 $61.60 Total Cash Operating Costs: Lease Operating Expenses (1) (5.09) (5.17) (5.11) (4.74) Gathering, Transportation & Processing (1.39) (1.95) (1.47) (2.35) Taxes Other Than Income (2.07) (2.82) (2.18) (3.42) Exploration Expenses (2) (0.01) (0.14) (0.17) (0.40) General & Administrative Expenses (3) (1.99) (2.07) (2.09) (2.18) Total Adjusted Cash Operating Costs (4) (10.55) (12.15) (11.02) (13.09) Adjusted Cash Operating Margin (4) $30.51 $39.27 $29.81 $48.51 Margin % 74% 76% 73% 79% Non-Cash Costs: Depreciation, Depletion, and Amortization (12.21) (9.40) (10.81) (8.84) Impairment of oil and natural gas properties - - (0.52) - Asset Retirement Obligations Accretion (0.19) (0.12) (0.13) (0.12) Non-cash stock based compensation (0.52) (0.51) (0.54) (0.49) Exploration expenses, non-cash (0.03) (0.08) (0.01) (0.02) Total non-cash costs (12.95) (10.11) (12.01) (9.47) Operating Income Margin $17.56 $29.16 $17.80 $39.04 Add back: impairment of oil and natural gas properties - - $0.52 - Adjusted Operating Income Margin (4) $17.56 $29.16 $18.32 $39.04 Margin % 43% 57% 45% 63% (1) Lease operating expenses exclude non-cash stock based compensation of $0.5 million, or $0.06 per boe, and $0.3 million, or $0.05 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $1.9 million, or $0.06 per boe, and $1.2 million, or $0.04 per boe for the years ended December 31, 2023 and 2022, respectively. (2) Exploration expenses exclude non-cash exploration activity of $0.3 million, or $0.03 per boe, and $0.6 million, or $0.08 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $0.3 million, or $0.01 per boe, and $0.6 million, or $0.02 per boe, for the years ended December 31, 2023 and 2022, respectively. (3) General and administrative expenses exclude non-cash stock based compensation of $3.6 million, or $0.46 per boe, and $3.1 million, or $0.46 per boe, for the quarters ended December 31, 2023 and 2022, respectively, and $14.3 million, or $0.48 per boe, and $12.1 million, or $0.45 per boe, for the years ended December 31, 2023 and 2022, respectively. (4) Adjusted cash operating costs, adjusted cash operating margin and adjusted operating income margin are non-GAAP measures. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.”

 
(In thousands) For the Years Ended For the Three Years (2021 – 2023)December 31, 2023 December 31, 2022 December 31, 2021 Costs incurred: Proved property acquisition costs $326,150 $53,781 $12,354 $392,285 Unproved properties acquistions costs 68,177 37,994 10,483 116,654 Total acquisition costs $394,327 $91,775 $22,837 $508,939 Exploration and development costs 471,238 477,995 240,815 1,190,048 Total costs incurred $865,565 $569,770 $263,652 $1,698,987 Less: Total acquisition costs (394,327) (91,775) (22,837) (508,939) Less: Asset retirement obligations (41,177) (1,824) (1,153) (44,154) Less: Exploration expenses (5,171) (11,032) (3,237) (19,440) Less: Leasehold acquisition costs (3,267) (5,302) (4,521) (13,090) Drilling and completion capital (A) $421,623 $459,837 $231,904 $1,113,364 Proved developed reserves (MMboe): Beginning of period 125.6 109.8 85.8 85.8 End of period 135.2 125.6 109.8 135.2 Increase (decrease) in proved developed reserves 9.6 15.8 24.0 49.4 Production 30.1 27.5 24.1 81.7 Increase in proved developed reserves plus production 39.7 43.3 48.1 131.1 Less: Purchase of reserves in place, net of sales (10.9) (4.6) (0.4) (15.9) Increase in proved developed reserves, excluding acquisitions, net of sales 28.8 38.7 47.7 115.2 Less: Price-related revisions 15.1 (10.4) (16.7) (12.0) Increase in proved developed reserves, excluding acquisitions and price-related revisions (B) 43.9 28.3 31.0 103.2 Organic proved developed F&D cost per boe (A)/(B) $9.60 $16.25 $7.48 $10.79 Reserves Detail 16

 
Summary Investment Highlights 17 High Quality Assets Positioned for Success ❑ Leading position in the Giddings area with low breakevens and substantial running room ❑ Coveted position in the Karnes area in the core of the Eagle Ford ❑ Generated substantial annual free cash flow since inception of Magnolia ❑ Strong margins through the commodity cycle Positive Free Cash Flow and Industry Leading Margins Multiple Levers of Growth Strong Balance Sheet & Conservative Financial Policy ❑ Steady organic growth through proven drilling program while remaining well within cash flow ❑ Clean balance sheet and strong free cash flow enables Magnolia to pursue accretive bolt-on acquisitions ❑ Conservative leverage profile with only $400 million of total debt outstanding and zero net debt ❑ Substantial liquidity of $851 million1 Giddings Karnes (1) Liquidity defined as cash plus availability under revolving credit facility as of 12/31/2023.

 
Appendix

 
Key Financial Metrics (1) Adjusted EBITDAX, adjusted net income and free cash flow are non-GAAP measures. For a reconciliation of the most comparable GAAP measure see slides 22, 23 and 21. (2) Includes $1.7 MM of share repurchases incurred during the fourth quarter, but settled during the first quarter of 2024 and excludes $1.2 million of share repurchases incurred during the third quarter 2023, but settled during the fourth quarter 2023. (3) Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding. 19 Metric 2023 YoY % Change Q4 2023 YoY % Change Total Production (Mboe/d) 82.3 9% 85.4 16% Giddings and Other Production as a % of total 71% 12% 74% 15% Revenue ($ MM) $1,227 (28%) $323 (8%) Adjusted EBITDAX ($ MM) (1) $899 (33%) $240 (10%) Adjusted Net Income ($ MM) (1) $442 (55%) $108 (43%) D&C Capex ($ MM) $422 (8%) $91 (35%) Free Cash Flow ($ MM) (1) $413 (50%) $131 (7%) Cash Balance ($ MM) $401 (41%) $401 (41%) Weighted average diluted shares outstanding (MM) (3) 210.2 (5%) 206.5 (4%) Quarterly and Full Year Highlights ❑ Q4 D&C capital of $91 million represented just 38% of adjusted EBITDAX(1) ❑ Returned $78 million(2) to shareholders during Q4, inclusive of $54 million(2) of share repurchases (2.5 million shares) and $24 million of dividends

 
Fourth Quarter 2023 Capital Structure and Liquidity Overview 20 Capitalization Summary As of 12/31/2023 Cash and Cash Equivalents $401 Revolving Credit Facility $0 6.00% Senior Notes Due 2026 $400 Total Principal Debt Outstanding $400 Total Equity (3) $1,883 Net Debt / Q4 Annualized Adjusted EBITDAX 0.0x Net Debt / Total Book Capitalization 0% Liquidity Summary As of 12/31/2023 Cash and Cash Equivalents $401 Credit Facility Availability $450 Liquidity (2) $851 Capitalization & Liquidity ($MM) $400 $450 2023 2024 2025 2026 Debt Maturity Schedule ($MM) Borrowing Base $0 Credit Facility Borrowings (as of 12/31/23) 6.00% Senior Unsecured Notes (1) Net cash and net debt are calculated as the difference between cash and total long-term debt, excluding unamortized deferred financing cost. (2) Liquidity defined as cash plus availability under revolving credit facility. (3) Total Equity includes noncontrolling interest. Capital Structure Overview ▪ Maintaining low financial leverage profile ‒ Currently have a net cash(1) position of $1 MM ‒ Net Debt(1) / Q4 annualized adjusted EBITDAX of 0.0x ▪ Current Liquidity of $851 million, including fully undrawn credit facility (2) ▪ No debt maturities until senior unsecured notes mature in 2026

 
Free Cash Flow Reconciliations 21 (in thousands) For the Quarters Ended For the Years Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net cash provided by operating activities $246,882 $268,002 $855,789 $1,296,687 Add back: net change in operating assets and liabilities (10,651) (9,253) 15,842 (46,039) Cash flows from operations before net change in operating assets and liabilities $236,231 $258,749 $871,631 $1,250,648 Additions to oil and natural gas properties (92,835) (141,629) (424,890) (465,139) Changes in working capital associated with additions to oil & gas properties (12,105) 23,835 (33,793) 37,987 Free cash flow(1) $131,291 $140,955 $412,948 $823,496 (1) Free cash flow is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.”

 
Adjusted EBITDAX Reconciliations 22 (in thousands) For the Quarters Ended For the Years Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net income $113,856 $254,762 $442,604 $1,050,249 Interest expense, net 405 1,805 33 23,442 Income tax expense (benefit) 31,544 (58,695) 107,208 6,638 EBIT (1) 145,805 197,872 549,845 1,080,329 Depreciation, depletion and amortization 95,922 63,820 324,790 243,152 Asset retirement obligations accretion 1,500 841 4,039 3,245 EBITDA (1) 243,227 262,533 878,674 1,326,726 Exploration expense 306 1,467 5,445 11,586 EBITDAX (1) $243,533 $264,000 $884,119 $1,338,312 Impairment of oil and natural gas properties - - 15,735 - Gain on revaluation of contingent consideration (7,643) - (7,643) - Other income adjustment (2) - - (9,193) (6,333) Non-cash stock based compensation expense 4,106 3,450 16,166 13,314 Adjusted EBITDAX (1) $239,996 $267,450 $899,184 $1,345,293 (1) EBIT, EBITDA, EBITDAX and Adjusted EBITDAX are non-GAAP measures. For reasons management believes these are useful to investors, refer to slide 2 “Non-GAAP Financial Measures”. (2) The years ended December 31, 2023 and 2022 include adjustments of $5.3 million and $6.3 million, respectively, related to earnout payments associated with the sale of the Company’s 35% membership interest in Ironwood Eagle Ford Midstream, LLC in 2020. The year ended December 31, 2023 also includes an adjustment of $3.9 million related to the gain on the sale of the Company’s 84.7% interest in Highlander Oil & Gas Holdings LLC.

 
Adjusted Net Income Reconciliation 23 (in thousands) For the Quarters Ended For the Years Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net income $113,856 $254,762 $442,604 $1,050,249 Adjustments: Impairment of oil and natural gas properties - - 15,735 - Deferred income tax benefit(1) - (65,720) - (65,720) Gain on revaluation of contingent consideration (7,643) - (7,643) - Other income adjustment(2) - - (9,193) (6,333) Change in estimated income tax(3) 1,490 - 215 - Adjusted Net Income (4) $107,703 $189,042 $441,718 $978,196 (in thousands) For the Quarters Ended For the Years Ended Total Share Count December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Diluted weighted average shares of Class A Common Stock outstanding during the period 184,625 190,659 188,355 187,901 Weighted average shares of Class B Common Stock outstanding during the period (5) 21,827 24,745 21,827 32,810 Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (5) 206,452 215,404 210,182 220,711 (1) Deferred income tax benefit primarily relates to the release of the valuation allowance during the year ended December 31, 2022 against the Company’s federal and state deferred tax assets that was originally established as a result of impairments recorded in the first quarter of 2020. (2) The years ended December 31, 2023 and 2022 include adjustments of $5.3 million and $6.3 million, respectively, related to earnout payments associated with the sale of the Company’s 35% membership interest in Ironwood Eagle Ford Midstream, LLC in 2020. The year ended December 31, 2023 also includes an adjustment of $3.9 million related to the gain on the sale of the Company’s 84.7% interest in Highlander Oil & Gas Holdings LLC. (3) Represents corporate income taxes at an assumed annual effective tax rate of 19.5% for the quarter and year ended December 31, 2023. There was no change in estimated income tax for the quarter and year ended December 31, 2022 due to the valuation allowance against net deferred tax assets. (4) Adjusted Net Income is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measure”. (5) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding.

 
Committed to Sustainability 24 (1) Gas flared as a percent of total production. (2) Number of work-related injuries and illnesses per 200,000 workhours. 2023 Sustainability Report Highlights Include: ❑ Magnolia record for lowest annual flaring rate1 at 0.11%, a reduction of almost 90% since 2019 ❑ Addition of scope 2 emissions reporting; providing further disclosure of the Company’s operations ❑ Continued production of low intensity barrels ❑ 2022 scope 1 intensity of 14.9 metric tons CO2e/Mboe, approximately 10% below 2019 levels ❑ Focused on strengthening local communities through employment opportunities and utilizing local vendors ❑ Commitment to safe operations – low total recordable incident rate and strong HSE training initiatives Flaring Intensity(1) 0.99% 0.69% 0.28% 0.11% 2019 2020 2021 2022 0.57 0.49 2021 2022 Total Recordable Incident Rate(2) (TRIR) Board Diversity and Independence 25% FEMALE 2 of 8 Board members are women. 13% MINORITIES 1 of 8 Board members identifies as a minority. 75% INDEPENDENT 6 of 8 Board members are independent.

 
For the Quarters Ended For the Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Production: Oil (MBbls) 3,263 2,972 12,608 12,189 Natural gas (MMcf) 14,246 12,455 55,085 50,660 Natural gas liquids (MBbls) 2,221 1,740 8,266 6,874 Total (Mboe) 7,858 6,788 30,054 27,506 Average daily production: Oil (Bbls/d) 35,466 32,307 34,541 33,394 Natural gas (Mcf/d) 154,848 135,380 150,918 138,796 Natural gas liquids (Bbls/d) 24,140 18,914 22,645 18,833 Total (Boe/d) 85,414 73,785 82,340 75,360 Revenues (in thousands): Oil revenues $252,531 $245,305 $958,388 $1,158,006 Natural gas revenues 26,367 59,445 102,054 301,494 Natural gas liquids revenues 43,730 44,292 166,537 234,993 Total Revenues $322,628 $349,042 $1,226,979 $1,694,493 Average Sales Price: Oil (per Bbl) $77.39 $82.53 $76.02 $95.01 Natural gas (per Mcf) 1.85 4.77 1.85 5.95 Natural gas liquids (per Bbl) 19.69 25.45 20.15 34.18 Total (per Boe) $41.06 $51.42 $40.83 $61.60 NYMEX WTI (per Bbl) $78.33 $82.63 $77.61 $94.23 NYMEX Henry Hub (per MMBtu) $2.88 $6.27 2.74 6.65 Realization to benchmark: (1) Oil (% of WTI) 99% 100% 98% 101% Natural gas (% of Henry Hub) 64% 76% 68% 89% Operating Highlights 25(1) Benchmarks are the NYMEX WTI and NYMEX HH average prices for oil and natural gas, respectively.

 
Production Results 26 Combined Karnes Giddings & Other Combined Karnes Giddings & Other For the Quarter Ended December 31, 2023 For the Quarter Ended December 31, 2022 Production: Oil (MBbls) 3,263 1,213 2,050 2,972 1,585 1,387 Natural gas (MMcf) 14,246 2,650 11,596 12,455 3,824 8,631 Natural gas liquids (MBbls) 2,221 408 1,813 1,740 602 1,138 Total (Mboe) 7,858 2,062 5,796 6,788 2,824 3,964 Average Daily Production Volume: Oil (MBbls/d) 35.5 13.2 22.3 32.3 17.2 15.1 Natural gas (MMcf/d) 154.8 28.8 126.0 135.4 41.6 93.8 Natural gas liquids (MBbls/d) 24.1 4.4 19.7 18.9 6.5 12.4 Total (MBoe/d) 85.4 22.4 63.0 73.8 30.7 43.1

 
v3.24.0.1
Cover
Feb. 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 14, 2024
Entity Registrant Name Magnolia Oil & Gas Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-38083
Entity Tax Identification Number 81-5365682
Entity Address, Postal Zip Code 77046
Entity Address, State or Province TX
Entity Address, City or Town Houston
Entity Address, Address Line One Nine Greenway Plaza, Suite 1300
Local Phone Number 842-9050
City Area Code 713
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Class A Common Stock, par value $0.0001 Per Share
Trading Symbol MGY
Security Exchange Name NYSE
Entity Central Index Key 0001698990
Amendment Flag false
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