Fourth Quarter 2021 Earnings Presentation February 17, 2022 Stephen Chazen – Chairman, President & CEO Christopher Stavros – Executive Vice President & CFO Brian Corales – Vice President, Investor Relations Exhibit 99.2
Disclaimer 2 FORWARD LOOKING STATEMENTS The information in this presentation and the oral statements made in connection therewith include “forward‐looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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 presentation, regarding Magnolia Oil & Gas Corporation’s (“Magnolia,” “we,” “us,” “our” or the “Company”) financial and production guidance, 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 presentation, including any oral statements made in connection therewith, 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 presentation. 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 length, scope and severity of the ongoing coronavirus disease 2019 (“COVID‐19”) pandemic, including the emergence and spread of variant strains of COVID‐19, including the effects of related public health concerns and the impact of continued or new actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices and supply and demand considerations; (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; and (v) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors. 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 Magnolia's operations and projections can be found in its filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10‐K for the fiscal year ended December 31, 2021, which is expected to be filed with the SEC on February 17, 2022. 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 free cash flow, EBITDAX, adjusted EBITDAX, adjusted net income, adjusted earnings, adjusted cash operating costs and adjusted cash operating 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. Magnolia excludes certain items from net income in arriving at adjusted net income and adjusted earnings because these amounts can vary substantially from company to company within its industry depending upon accounting methods, book values of assets and the method by which the assets were acquired. Adjusted EBITDAX, adjusted net income, and adjusted earnings should not be considered as alternatives to, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from free cash flow, adjusted EBITDAX, adjusted net income, adjusted earnings, adjusted cash operating costs and adjusted cash 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 EBITDAX, adjusted net income, adjusted earnings, 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. 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 EBITDAX, adjusted net income, free cash flow, adjusted earnings, adjusted cash operating costs and adjusted cash operating margin may not be comparable to similar measures of other companies in our industry. A free cash flow reconciliation is shown on page 15, adjusted EBITDAX reconciliation is shown on page 16 of the presentation, adjusted net income reconciliation is shown on page 17, adjusted earnings reconciliation is shown on page 18 and adjusted cash operating costs and adjusted cash operating margin reconciliations are shown on page 7. 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.
Magnolia Oil & Gas – 4Q and Full Year 2021 Highlights 3 • Generated total net income of $192 million and diluted earnings per share of $0.82 during 4Q21. For the full year, total adjusted net income was $580 million or $2.42 per diluted share. • Total production for 4Q21 increased 15% year over year to 69.4 Mboe/d. Giddings production increased 27% from 4Q20 levels. • Generated adjusted EBITDAX of $261 million, with D&C Capital of $72 million, or just 28% of adjusted EBITDAX, during 4Q21. For the full year 2021, adjusted EBITDAX was $829 million with D&C capital of $232 million or 28% of adjusted EBITDAX. • Generated free cash flow of $179 million during 4Q21 and $556 million for the full year. • 4Q21 operating income margin was 61%. • Magnolia spent $52 million to purchase 2.7 million shares during the 4th quarter. For the full year 2021, MGY reduced its fully diluted share count by 10% or 25.3 million shares for $339 million. • Magnolia paid its inaugural semi‐annual cash dividend of $0.08 per share based on $40 oil prices during the third quarter. MGY declared a $0.20 dividend, based on $55 oil prices, to be paid in March.
Magnolia Oil & Gas – 4Q 2021 Key Metrics 4 Adj. Net Income (1) & Adj. EPS (1) Total Production 69.4 Mboe/d (3% sequential growth) (15% YOY growth) Adjusted EBITDAX (1) $260.6 Million D&C Capex $72.1 Million (28% of Adj. EBITDAX) Fully Diluted Shares (2) 231.0 Million (Repurchased 2.7 MM in 4Q21) Free Cash Flow (1) $178.5 Million ($556 Million for 2021) (1) Adjusted EPS, Adjusted Net Income, Free Cash Flow and Adjusted EBITDAX are non‐GAAP measures. For a reconciliation to the most directly comparable GAAP measure see pages 18, 17, 15 and 16. (2) Includes 49.6 million shares of Class B Common Stock that are anti‐dilutive in the calculation of weighted average number of common shares outstanding. $192.1 Million $0.82/share
4Q 2021 QTD Cash Flow Summary ($In millions) 1) Cash flow from operations before changes in working capital 2) Includes $10 MM change in working capital and $1 MM increase in capital accruals offset by $3 MM in other investing and other financing activities 3) D&C capital of $74 MM includes $1 MM of capital activities that have been accrued but not yet paid 4) Comprised of $52 MM Class A Common Stock repurchases incurred and paid in Q4, and an additional $3 MM incurred in Q3 but paid in Q4. 5
2021 Cash Flow Summary (In millions) 1) Cash flow from operations before changes in working capital 2) Includes $10 MM change in working capital and $13 MM increase in capital accruals offset by $5 million debt modification and $9 MM in other investing and other financing activities 3) Includes $14 MM of dividends paid and $7 MM of distributions to noncontrolling interest holders 4) D&C capital of $236 MM includes $13 MM of capital activities that have been accrued but not yet paid 5) Comprised of $125 MM Class A Common Stock and $172 MM Class B Common Stock and a $42 MM cash settlement for the non-compete agreement in lieu of Class A Common Stock issuance. 6
Magnolia Oil & Gas – Margin and Cost Structure 7 (1) Lease operating expenses exclude non‐cash stock based compensation of $0.2 MM, or $0.02 per boe, and $0.05 MM, or $0.01 per boe, for the quarters ended December 31, 2021 and 2020, respectively. (2) Exploration expenses exclude non‐cash exploration activity of $0.9 MM, or $0.14 per boe, and $2.4 MM, or $0.42 per boe, for the quarters ended December 31, 2021 and 2020, respectively. (3) General and administrative expenses exclude non‐cash stock based compensation of $2.4 MM, or $0.39 per boe, and $1.1 MM, or $0.20 per boe, for the quarters ended December 31, 2021 and 2020, respectively. (4) Adjusted cash operating costs and adjusted cash operating margin are non‐GAAP measures. For reasons management believes this is useful to investors, refer to slide 2 “Non‐GAAP Financial Measures.” $ / Boe, unless otherwise noted For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Revenue $52.01 $27.04 Total Cash Operating Costs: Lease Operating Expenses (1) (4.37) (3.20) Gathering, Transportation & Processing (2.11) (1.73) Taxes Other Than Income (2.69) (1.50) Exploration Expenses (2) (0.12) (0.25) General & Administrative Expense (3) (2.03) (3.11) Total Adjusted Cash Operating Costs (4) (11.32) (9.79) Adjusted Cash Operating Margin (4) $40.69 $17.25 Margin % 78% 64% Non‐Cash Costs: Depreciation, Depletion, and Amortization (8.37) (8.08) Asset Retirement Obligations Accretion (0.14) (0.24) Amortization on Intangible Assets ‐ (0.65) Non‐cash stock based compensation (0.41) (0.21) Exploration expenses, non‐cash (0.14) (0.42) Total non‐cash expenses (9.06) (9.60) Operating Income Margin $31.63 $7.65 Margin % 61% 28% $24.97/boe Increase $1.53/boe Increase
Magnolia Oil & Gas – Summary Balance Sheet 8 (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $366,982 $192,561 Other current assets 151,811 88,965 Property, plant and equipment, net 1,216,087 1,149,527 Other assets 11,862 22,367 Total assets $1,746,742 $1,453,420 Current liabilities $218,545 $128,949 Long‐term debt, net 388,087 391,115 Other long‐term liabilities 94,861 93,934 Total stockholders' equity 1,045,249 839,422 Total liabilities and equity $1,746,742 $1,453,420
4Q 2021 Capital Structure and Liquidity Overview 9 Capital Structure Overview • Maintaining low financial leverage profile ‒ Net Debt / Total Book Capitalization of 2% ‒ Net Debt / Q4 Annualized adjusted EBITDAX of 0.0x • Current Liquidity of $817 million, including fully undrawn credit facility (1) • No debt maturities until senior unsecured notes mature in 2026 Debt Maturity Schedule ($MM) (1) Liquidity defined as cash plus availability under revolving credit facility. (2) Total Equity includes noncontrolling interest. Capitalization & Liquidity ($MM) $450 $400 2020 2021 2022 2023 2024 2025 2026 Borrowing Base Credit Facility Borrowings (as of 12/31/21) $0 6.00% Senior Unsecured Notes Capitalization Summary As of 12/31/2021 Cash and Cash Equivalents $367 Revolving Credit Facility $0 6.00% Senior Notes Due 2026 $400 Total Principal Debt Outstanding $400 Total Equity (2) $1,045 Net Debt / Q4 Annualized Adjusted EBITDAX 0.0x Net Debt / Total Book Capitalization 2% Liquidity Summary As of 12/31/2021 Cash and Cash Equivalents $367 Credit Facility Availability $450 Liquidity (1) $817
Share Repurchase Summary Through 4Q 2021 10 Quarterly Share Reduction Summary (Million Shares) • Since the initial repurchase authorization in 3Q19, Magnolia has reduced its dilutive share count by 17.8(1) million shares of Class A common stock as well as 19 million shares of Class B common stock, for a total reduction of 36.8 million shares, or approximately 14% of the diluted shares outstanding as of the authorization date. ‒ Repurchased 2.7 MM shares during 4Q21 and 25.3(1) MM shares during full year 2021. • Magnolia plans to continue to opportunistically repurchase 1% of the total shares outstanding each quarter. • There are 15.8 million shares remaining under the current share repurchase authorization. (1) Class A share reduction includes 2.0 and 1.6 million non‐compete shares that were paid in cash in lieu of stock in Q1 2021 and Q2 2021, respectively. (1) (1) Does not include 2 MM shares repurchased from EnerVest in 1Q22
$0.08/share $0.20/share 3Q21 1Q22 Magnolia Oil & Gas – Differentiated Dividend Framework 11 • Differentiated dividend framework is aligned with the principles of our business model and reinforces our plan. • The dividend conveys our continued confidence in the business plan and the quality of our assets. • Our approach is meant to appeal to long‐term investors who seek dividend safety, moderate and regular dividend growth, and a dividend that is paid out of actual earnings. • We intend to use this dividend framework to demonstrate the underlying results of our business in a stable product price environment ($55 oil and $2.75 natural gas), and within our current cost structure. • Our objective is to provide a superior total shareholder return by improving the per share value of the enterprise while providing a secure and growing dividend. Dividend Principles Secure & Sustainable – Dividend is safe, and supported by our strong balance sheet, prudent spending and consistent free cash flow Paid out of Earnings – Dividend is paid out of earnings generated by the business and, will not exceed 50% of the prior year’s reported net income Dividend Growth – We expect each of these regular dividend payments to grow annually based on execution of our plan, which includes moderate production growth and share reduction First interim semi‐annual dividend – based on ~$40 Oil Second dividend payment – based on the prior year’s results & our view of long‐term product prices – $55 Oil
Proved Developed Reserves Detail 12 (In thousands) For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Costs incurred: Proved property acquisition costs $12,354 $49,246 Unproved properties acquisition costs 10,483 25,966 Total acquisition costs $22,837 $75,212 Exploration and development costs 240,815 188,352 Total costs incurred $263,652 $263,564 Less: Total acquisition costs ($22,837) ($75,212) Less: Asset retirement obligations ($1,153) $12,839 Less: Exploration expenses ($3,237) ($3,334) Less: Leasehold acquisition costs ($4,521) ($2,966) Drilling and completions capital (A) $231,904 $194,891 Proved developed reserves: Beginning of period 85.8 86.8 End of period 109.8 85.8 Increase (decrease) in proved developed reserves 24.0 (1.0) Production (B) 24.1 22.6 Increase in proved developed reserves plus production 48.1 21.6 Less: Purchase of reserves in place (0.4) (2.0) Increase in proved developed reserves, excluding acquisitions (C) 47.7 19.6 Less: Price‐related revisions (16.7) 10.8 Increase in proved developed reserves, excluding acquisitions and price‐related revisions (D) 31.0 30.4 Organic proved developed F&D cost per boe (A)/(D) $7.48 $6.41 Reserve replacement ratio (C)/(B) 198% 87%
Appendix
Magnolia Oil & Gas – Overview • High‐quality, low‐risk pure‐play South Texas operator with a core Eagle Ford and Austin Chalk position acquired at an attractive entry multiple • Significant scale and PDP base generates material free cash flow, reduces development risk, and increases optionality • Asset Overview: – ~23,800 net acres in a well‐delineated, low‐risk position in the core of Karnes County, representing some of the most prolific acreage in the United States with industry leading break‐evens – ~450,000 net acres in the Giddings area, a re‐emerging oil play with significant upside and what we believe to be substantial inventory – Both assets expected to remain self funding and within cash flow 14 ~478,000 Net Acre Position Targeting Two of the Top Oil Plays in the U.S. Market Statistics Trading Symbol (NYSE) MGY Share Price as of 2/15/2022 $20.11 Common Shares Outstanding (1) 227 million Market Capitalization $4.6 billion Long‐term Debt – Principal $400 million Cash as of 12/31/2021 $367 million Total Enterprise Value $4.6 billion Operating Statistics Karnes Giddings Total Net Acreage 23,785 447,478 471,263 4Q21 Net Production (Mboe/d) (2) 33.4 36.0 69.4 Industry Leading Breakevens ($/Bbl WTI) $28 $32 $34 $35 $38 $39 $39 $45 Karnes Austin Chalk Karnes Lower Eagle Ford Midland Delaware DJ Basin Eagle Ford STACK Bakken Source: RSEG. (1) Common Stock outstanding includes Class A and Class B Stock. (2) Giddings includes other production not located in the Giddings Field. Karnes County Giddings Field Source: IHS Performance Evaluator. Wilson Dewitt Gonzales
Free Cash Flow Reconciliation 15 (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.” (in thousands) For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Net cash provided by operating activities $260,542 $79,122 Add back: Changes in operating assets and liabilities (9,492) 11,133 Cash flows from operations before changes in operating assets and liabilities $251,050 $90,255 Additions to oil and natural gas properties (73,682) (40,532) Changes in working capital associated with additions to oil & gas properties 1,133 (5,382) Free cash flow(1) $178,501 $44,341
Adjusted EBITDAX Reconciliation 16 (1) 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.” (in thousands) For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Net income $192,145 $42,012 Exploration expenses 1,685 3,744 Asset retirement obligations accretion 864 1,315 Depreciation, depletion and amortization 53,420 45,080 Amortization of intangible assets ‐ 3,626 Interest expense, net 7,483 7,353 Income tax expense 2,423 ‐ EBITDAX (1) $258,020 $103,130 Impairment of oil and natural gas properties ‐ ‐ Non‐cash stock based compensation expense $2,593 $1,158 Unrealized (gain) on derivatives, net ‐ ($2,485) (Gain) on sale of equity method investment ‐ ($5,071) Inventory write down ‐ $1,386 Adjusted EBITDAX (1) $260,613 $98,118
Adjusted Net Income Reconciliation 17 (1) Impairment of unproved properties is included within Exploration expenses on the consolidated statements of operations. (2) 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.” (3) 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. (in thousands) For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Net income $192,145 $42,012 Adjustments: Impairment of unproved properties (1) ‐ 2,370 Unrealized (gain) on derivatives, net ‐ (2,485) (Gain) on sale of equity method investment ‐ (5,071) Inventory write down ‐ 1,386 Seismic purchase ‐ 1,100 Adjusted Net Income (2) $192,145 $39,312 (in thousands) Total Share Count For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Diluted weighted average of Class A Common Stock outstanding during the period 181,411 169,326 Weighted average shares of Class B Common Stock outstanding during the period (3) 49,568 85,790 Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (3) 230,979 255,116
Adjusted Earnings Reconciliation 18 (1) Adjusted earnings is a non‐GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non‐GAAP Financial Measures.” (in thousands) For the Quarter Ended December 31, 2021 Per Share Diluted EPS For the Quarter Ended December 31, 2020 Per Share Diluted EPS Net income attributable to Class A Common Stock $150,229 $0.82 $27,745 $0.16 Adjustments: Impairment of unproved properties ‐ ‐ 2,370 0.01 Unrealized (gain) on derivatives, net ‐ ‐ (2,485) (0.01) (Gain) on sale of equity method investment ‐ ‐ (5,071) (0.03) Inventory write down ‐ ‐ 1,386 0.01 Seismic purchases ‐ ‐ 1,100 0.01 Noncontrolling interest impact of adjustments ‐ ‐ 917 ‐ Adjusted net income attributable to Class A Common Stock (1) $150,229 $0.82 $25,962 $0.15
Magnolia Oil & Gas – Operating Highlights 19 (1) Benchmarks are the NYMEX WTI and NYMEX HH average prices for oil and natural gas, respectively. For the Quarter Ended December 31, 2021 For the Quarter Ended December 31, 2020 Production: Oil (MBbls) 2,844 2,646 Natural gas (MMcf) 11,820 10,168 Natural gas liquids (MBbls) 1,572 1,237 Total (Mboe) 6,386 5,577 Average daily production: Oil (Bbls/d) 30,913 28,756 Natural gas (Mcf/d) 128,475 110,522 Natural gas liquids (Bbls/d) 17,085 13,440 Total (boe/d) 69,411 60,617 Revenues (in thousands): Oil revenues $216,596 $107,373 Natural gas revenues 59,890 23,930 Natural gas liquids revenues 55,667 19,487 Total Revenues $332,153 $150,790 Average Sales Price: Oil (per Bbl) $76.16 $40.58 Natural gas (per Mcf) 5.07 2.35 Natural gas liquids (per Bbl) 35.41 15.75 Total (per boe) $52.01 $27.04 NYMEX WTI (per Bbl) $77.17 $42.67 NYMEX Henry Hub (per Mcf) $5.84 $2.66 Realization to benchmark: (1) Oil (% of WTI) 99% 95% Natural gas (% of Henry Hub) 87% 88%
Magnolia Oil & Gas – Production Results 20 Combined Karnes Giddings & Other Combined Karnes Giddings & Other Three Months Ended December 31, 2021 Three Months Ended December 31, 2020 Production: Oil (MBbls) 2,844 1,740 1,104 2,646 1,862 784 Natural gas (MMcf) 11,820 4,148 7,672 10,168 3,463 6,705 Natural gas liquids (MBbls) 1,572 645 927 1,237 526 711 Total (Mboe) 6,386 3,076 3,310 5,577 2,965 2,612 Average Daily Production Volume: Oil (MBbls/d) 30.9 18.9 12.0 28.8 20.3 8.5 Natural gas (MMcf/d) 128.5 45.1 83.4 110.5 37.6 72.9 Natural gas liquids (MBbls/d) 17.1 7.0 10.1 13.4 5.7 7.7 Total (Mboe/d) 69.4 33.4 36.0 60.6 32.3 28.3
Commitment to Sustainability 21 ENVIRONMENTAL SOCIAL GOVERNANCE Flaring Flare less than 1% of our total net production Fugitive Emissions Operate vent and flare systems to minimize fugitive emissions from storage tanks Water Resources Operations do not produce large volumes of water after initial production Groundwater Design wells to minimize the possibility of well failure and ensure groundwater is protected Workforce Health & Safety Both employee total recordable incident rate and fatality rate were zero in 2020 Diversity As of December 31, 2021, 26% of employee population are women (38% in our Houston corporate office) and 31% identify as a minority group, as defined by the U.S. EEOC(1) Community Support In 2021, Magnolia gave nearly $160,000 to local communities, supporting more than 100 organizations Board Independence 71% of board members are independent Board Diversity 29% of board members are women Executive Compensation Ratio of 2020 Chief Executive Officer’s compensation to median employee’s compensation was 1.48 to 1 Say‐on‐Pay More than 99% of stockholders approved say‐on‐pay at 2021 Annual Meeting of Stockholders Magnolia 2021 Sustainability Report is Available on Our Website Under the Sustainability Tab (1) U.S. Equal Employment Opportunity Commission