0001698990false00016989902020-08-052020-08-05

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): August 5, 2020

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38083

81-5365682

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 Per Share

MGY

New York Stock Exchange

Item 2.02Results of Operations and Financial Condition.

 On August 5, 2020, 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 quarter ended June 30, 2020.

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 August 5, 2020, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended June 30, 2020.

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

Number

Description

99.1

Press Release dated August 5, 2020

99.2

Earnings Presentation dated August 5, 2020

104

Cover 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: August 5, 2020

By:       /s/ Timothy D. Yang

Name:  Timothy D. Yang

Title:    Executive Vice President,
             General Counsel and Corporate Secretary

2

Exhibit 99.1

Magnolia Oil & Gas Corporation Announces Second Quarter 2020 Results

HOUSTON, TX, August 5, 2020 - Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the second quarter of 2020.

Second Quarter 2020 Highlights:

Magnolia reported a second quarter 2020 net loss of $29.4 million and net loss attributable to Class A Common Stock of $18.3 million, or $0.11 per share. Second quarter 2020 total adjusted loss was $14.0 million, or $0.08 per share.
Second quarter 2020 production averaged 64.1 thousand barrels of oil equivalent per day ("Mboe/d") and toward the higher end of our guidance range. Oil production averaged 33.9 thousand barrels per day ("Mbbl/d") or 53 percent of total volumes. Magnolia did not complete any operated wells during the second quarter and production shut-ins were in line with earlier guidance of less than 5 percent of our May 2020 operated volumes.
Production from Giddings(1) averaged 23.3 Mboe/d in the second quarter 2020, with oil production representing 6.4 Mbbl/d. Oil production at Giddings during the quarter was flat compared to first quarter levels despite having not brought any new wells on line since February, demonstrating the lower production decline rate from this asset.
Magnolia currently has 14 wells producing in our initial core development area. The 30, 90, and 180-day production rates have averaged 1,534, 1,557, and 1,374 barrels of oil equivalent per day ("boe/d"), respectively (~50% oil on a two-stream basis).
Adjusted EBITDAX during the second quarter of 2020 was $40.2 million. Drilling and Completion costs ("D&C") for the quarter were $27.3 million. Magnolia continues to target D&C spending during 2020 of approximately 60 percent of adjusted EBITDAX.
Total adjusted cash costs(2) declined 18 percent sequentially to $8.50 per boe in the second quarter 2020 compared to $10.37 per boe in the first quarter 2020. We remain on track to achieve approximately $55 million of savings in our 2020 total cash costs as guided earlier this year.  
Magnolia ended the quarter with approximately $116.9 million of cash on its balance sheet and remains undrawn on its $450 million revolving credit facility. The Company has no debt maturities until 2026 and has no plans to increase its debt levels.

“Despite one of the most challenging macro environments ever experienced by the industry, Magnolia successfully managed through the recent period of severe weakness in product prices,” said Magnolia Chairman, President, and CEO, Steve Chazen. “This was due to our low levels of debt and our high quality, capital efficient assets. Our business model continues to prioritize low financial leverage and disciplined capital spending, providing consistent free cash flow generation. Our focused business has allowed us to reduce our overhead and operating expenses to the current environment and we expect to make further progress.

“All of our assets have outperformed our expectations. We continue to advance our understanding and operating capabilities at Giddings, as evidenced by the per well 6-month production results averaging approximately 120,000 barrels of oil and 750,000 Mcf of natural gas.  Positive drilling results at Giddings combined with the recent improvement and stability in product prices, should allow for further drilling in our core area. We plan to begin completing the Giddings DUCs in the latter part of the third quarter. Our pace of activity continues to be guided by commodity prices and free cash flow generation.

“Our objectives remain the same, with the level of spending for the year to be around 60 percent of our adjusted EBITDAX. At current product prices, we would expect to return to profitability and our cash levels to build through the remainder of the year.”

Operational Update

Second quarter total company production averaged 64.1 Mboe/d, with oil production representing 53 percent of our volumes. Production from the Karnes area and from Giddings and Other averaged 40.8 Mboe/d and 23.3 Mboe/d, respectively, during the second quarter 2020. Despite not bringing any new wells on line during the second quarter, Giddings and Other production volumes were approximately flat with the 23.9 Mboe/d produced in the first quarter of 2020. Giddings oil production was 6.4 Mbbl/d and similar with first quarter levels of 6.5 Mbbl/d.

Magnolia did not bring any operated wells on line throughout our assets during the second quarter. We are currently operating one rig at Giddings which is drilling a three-well pad. Once drilling on this pad is finished, we will have 8 uncompleted wells from 3 pads at Giddings and a total of 10 uncompleted wells in the Karnes area. We expect to begin completing the drilled but uncompleted wells ("DUCs") at Giddings before the end of this quarter. The drilling of additional wells in Giddings is dependent on product prices. Magnolia does not currently plan to complete any operated wells in the Karnes area during the remainder of 2020.

(1)Giddings includes other production not located in the Giddings Field.
(2)Total adjusted cash costs include lease operating expense, gathering transportation and processing, taxes other than income, exploration expense, excluding non-cash impairments, general and administrative expenses, excluding non-cash stock based compensation, and interest expense, excluding amortization of deferred financing costs.

1


Magnolia has brought on line a total of 28 horizontal wells in Giddings over the last three years. Until this year, we focused on evaluating and appraising a sizable portion of approximately 630,000 gross acres in the Giddings Field. Beginning with this year, we applied some of our learnings and shifted some of our appraisal activity to an early stage development program concentrated on an area encompassing approximately 70,000 acres. In this early stage development area, Magnolia currently has 14 producing wells with at least 180 days of production history. These wells have average 30, 90, and 180-day production rates of 1,534, 1,557, and 1,374 boe/d, respectively, with oil consisting of approximately half of the total production.

30-Day

90-Day

180-Day

Well Count

14

14

14

Oil Bbls/d

781

783

677

boe/d (two-stream)

1,534

1,557

1,374

The production results demonstrate the shallower production declines from the Giddings wells. The shift from appraisal to development activity has also helped to drive down our overall well costs. Despite the average lateral length increasing from 5,000 feet to between 6,000 to 7,000 feet, recent development well costs have fallen to less than $7 million. We believe we can drive overall well costs toward $6 million per well through additional experience and efficiencies. The shallower decline rates and lower well costs speaks to the improved capital efficiency we are seeing from our early stage development at Giddings.

Guidance

Magnolia continues to target capital spending of within approximately 60 percent of adjusted 2020 EBITDAX. We expect our third quarter production to average between 55-58 Mboe/d with oil expected to be 50-52 percent of the total volumes. These estimates assume no new operated wells come on line during the quarter. As we bring wells on line in Giddings later this year, we expect our production levels for both the fourth quarter and the 2020 exit rate to exceed our production in the third quarter. Oil differentials are expected to be at an approximately $3 per barrel discount to MEH, which is similar to our historical levels.

Quarterly Report on Form 10-Q

Magnolia's financial statements and related footnotes will be available in its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020, which is expected to be filed with the U.S. Securities and Exchange Commission ("SEC") on August 6, 2020.

2


Conference Call and Webcast

Magnolia will host an investor conference call on Thursday, August 6, 2020 at 10:00 a.m. Central (11:00 a.m. 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 through steady production growth, strong pre-tax margins, and free cash flow. 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 and are based on currently available information as to the outcome and timing of 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 length, scope and severity of the recent coronavirus disease 2019 (“COVID-19”) pandemic, including the effects of related public health concerns and the impact of actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations, and storage capacity; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its business combination, 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 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, 2019. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts for Magnolia Oil & Gas Corporation

Investors

Brian Corales

(713) 842-9036

[email protected]

Media

Art Pike

(713) 842-9057

[email protected]

3


Magnolia Oil & Gas Corporation

Operating Highlights

 

For the Three Months Ended

For the Six Months Ended

 

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

Production:

Oil (MBbls)

3,089 

3,189 

6,479 

6,095 

Natural gas (MMcf)

9,763 

10,057 

19,817 

19,820 

NGLs (MBbls)

1,122 

1,060 

2,276 

2,144 

Total (Mboe)

5,838 

5,925 

12,058 

11,542 

Average daily production:

Oil (Bbls/d)

33,940 

35,044 

35,600 

33,674 

Natural gas (Mcf/d)

107,289 

110,516 

108,882 

109,503 

NGLs (Bbls/d)

12,324 

11,648 

12,506 

11,845 

Total (boe/d)

64,146 

65,111 

66,253 

63,770 

Revenues (in thousands):

Oil sales

$

60,790 

$

204,513 

$

215,476 

$

376,167 

Natural gas sales

13,168 

22,590 

29,343 

49,965 

NGL sales

8,881 

15,855 

19,385 

35,499 

Total Revenues

$

82,839 

$

242,958 

$

264,204 

$

461,631 

Average sales price:

Oil (per Bbl)

$

19.68 

$

64.13 

$

33.26 

$

61.72 

Natural gas (per Mcf)

1.35 

2.25 

1.48 

2.52 

NGL (per Bbl)

7.92 

14.96 

8.52 

16.56 

Total (per boe)

$

14.19 

$

41.01 

$

21.91 

$

40.00 

NYMEX WTI ($/Bbl)

$

27.85 

$

59.83 

$

36.97 

$

57.38 

NYMEX Henry Hub ($/Mcf)

$

1.71 

$

2.64 

$

1.83 

$

2.89 

Realization to benchmark:

Oil (per Bbl)

71 

%

107 

%

90 

%

108 

%

Natural Gas (per Mcf)

79 

%

85 

%

81 

%

87 

%

Operating Expenses (in thousands):

Lease operating expenses

$

18,310 

$

24,895 

$

42,473 

$

46,413 

Gathering, transportation and processing

6,788 

7,431 

14,807 

16,746 

Taxes other than income

5,525 

13,091 

15,543 

27,492 

Depreciation, depletion and amortization

50,870 

126,102 

193,542 

242,048 

Operating costs per boe:

Lease operating expenses

$

3.14 

$

4.20 

$

3.52 

$

4.02 

Gathering, transportation and processing

1.16 

1.25 

1.23 

1.45 

Taxes other than income

0.95 

2.21 

1.29 

2.38 

Depreciation, depletion and amortization

8.71 

21.28 

16.05 

20.97 

4


Magnolia Oil & Gas Corporation

Consolidated Statements of Operations

(In thousands, except per share data)

For the Three Months Ended

For the Six Months Ended

 

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

REVENUES

 

Oil revenues

$

60,790

$

204,513

$

215,476

$

376,167

Natural gas revenues

13,168

22,590

29,343

49,965

Natural gas liquids revenues

8,881

15,855

19,385

35,499

Total revenues

82,839

242,958

264,204

461,631

OPERATING EXPENSES

Lease operating expenses

18,310

24,895

42,473

46,413

Gathering, transportation and processing

6,788

7,431

14,807

16,746

Taxes other than income

5,525

13,091

15,543

27,492

Exploration expense

6,462

3,617

562,888

6,093

Impairment of oil and natural gas properties

1,381,258

Asset retirement obligation accretion

1,464

1,373

2,902

2,701

Depreciation, depletion and amortization

50,870

126,102

193,542

242,048

Amortization of intangible assets

3,626

3,626

7,253

7,253

General & administrative expenses

15,729

19,106

33,809

35,302

Transaction related costs

85

438

Total operating costs and expenses

108,774

199,326

2,254,475

384,486

OPERATING INCOME (LOSS)

(25,935)

43,632

(1,990,271)

77,145

OTHER INCOME (EXPENSE)

Income from equity method investee

611

128

1,052

516

Interest expense, net

(7,256)

(7,299)

(14,012)

(14,715)

Other expense, net

13

(13)

(460)

(11)

Total other income (expense)

(6,632)

(7,184)

(13,420)

(14,210)

INCOME (LOSS) BEFORE INCOME TAXES

(32,567)

36,448

(2,003,691)

62,935

Income tax expense (benefit)

(3,176)

5,145

(79,001)

8,920

NET INCOME (LOSS)

(29,391)

31,303

(1,924,690)

54,015

LESS: Net income (loss) attributable to noncontrolling interest

(11,119)

12,797

(679,408)

22,484

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCK

$

(18,272)

$

18,506

$

(1,245,282)

$

31,531

NET INCOME (LOSS) PER COMMON SHARE

Basic

$

(0.11)

$

0.12

$

(7.46)

$

0.20

Diluted

$

(0.11)

$

0.12

$

(7.46)

$

0.20

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

Basic

166,572

156,844

166,860

156,584

Diluted

166,572

159,057

166,860

158,587

WEIGHTED AVERAGE NUMBER OF CLASS B SHARES OUTSTANDING(1)

85,790

91,790

85,790

92,547

(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.

5


Magnolia Oil & Gas Corporation

Summary Cash Flow Data

(In thousands)

For the Three Months Ended

For the Six Months Ended

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME (LOSS)

$

(29,391)

$

31,303 

$

(1,924,690)

$

54,015 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization

50,870 

126,102 

193,542 

242,048 

Amortization of intangible assets

3,626 

3,626 

7,253 

7,253 

Exploration expense, non-cash

6,440 

— 

561,629 

483 

Impairment of oil and natural gas properties

— 

— 

1,381,258 

— 

Asset retirement obligations accretion expense

1,464 

1,373 

2,902 

2,701 

Amortization of deferred financing costs

901 

881 

1,797 

1,752 

Deferred tax expense (benefit)

(3,181)

4,935 

(77,834)

8,351 

Stock based compensation

3,065 

3,115 

5,944 

5,547 

Other

(611)

(35)

(1,052)

(424)

Net change in operating assets and liabilities

(2,219)

21,529 

15,093 

(12,335)

Net cash provided by operating activities

30,964 

192,829 

165,842 

309,391 

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of EnerVest properties, final settlement

— 

— 

— 

4,250 

Acquisitions, other

(392)

(38,577)

(69,782)

(91,903)

Additions to oil and natural gas properties

(28,260)

(117,372)

(129,651)

(263,064)

Changes in working capital associated with additions to oil and natural gas properties

(31,562)

(15,502)

(24,381)

(4,245)

Other investing

(145)

(445)

(345)

(248)

Net cash used in investing activities

(60,359)

(171,896)

(224,159)

(355,210)

CASH FLOW FROM FINANCING ACTIVITIES

Contributions from noncontrolling interest owners

— 

— 

— 

7,301 

Distributions to noncontrolling interest owners

(206)

(226)

(490)

(226)

Repurchase of common stock

— 

— 

(6,483)

— 

Other financing activities

(41)

(305)

(493)

(305)

Net cash used in financing activities

(247)

(531)

(7,466)

6,770 

NET CHANGE IN CASH AND CASH EQUIVALENTS

(29,642)

20,402 

(65,783)

(39,049)

Cash and cash equivalents – Beginning of period

146,492 

76,307 

182,633 

135,758 

Cash and cash equivalents – End of period

$

116,850 

$

96,709 

$

116,850 

$

96,709 

6


Magnolia Oil & Gas Corporation

Summary Balance Sheet Data

(In thousands)

June 30, 2020

December 31, 2019

Cash and cash equivalents

$

116,850 

$

182,633 

Other current assets

65,654 

110,585 

Property, plant and equipment, net

1,181,420 

3,116,757 

Other assets

49,155 

56,431 

Total assets

$

1,413,079 

$

3,466,406 

Current liabilities

$

120,313 

$

175,208 

Long-term debt, net

390,464 

389,835 

Other long-term liabilities

99,978 

172,834 

Common stock

26 

26 

Additional paid in capital

1,706,121 

1,703,362 

Treasury stock

(16,760)

(10,277)

Retained earnings (accumulated deficit)

(1,162,342)

82,940 

Noncontrolling interests

275,279 

952,478 

Total liabilities and equity

$

1,413,079 

$

3,466,406 

7


Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net income (loss) 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 (loss) before interest expense, income taxes, depreciation, depletion and amortization, amortization of intangible assets, accretion of asset retirement obligations, non-cash stock based compensation expense, exploration costs, and certain transaction costs. Adjusted EBITDAX is not a measure of net income (loss) 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 (loss) 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 (loss) 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 (loss) to adjusted EBITDAX, our most directly comparable financial measure calculated and presented in accordance with GAAP:

For the Three Months Ended

(In thousands)

June 30, 2020

June 30, 2019

NET INCOME (LOSS)

$

(29,391)

$

31,303 

Exploration expense

6,462 

3,617 

Asset retirement obligations accretion

1,464 

1,373 

Depreciation, depletion and amortization

50,870 

126,102 

Amortization of intangible assets

3,626 

3,626 

Interest expense, net

7,256 

7,299 

Income tax expense (benefit)

(3,176)

5,145 

EBITDAX

37,111 

178,465 

Non-cash stock based compensation expense

3,065 

3,115 

Transaction related costs(1)

— 

85 

Adjusted EBITDAX

$

40,176 

$

181,665 

(1) Transaction costs incurred related to the execution of our business combination with EnerVest, Ltd. and its affiliates, including legal fees, advisory fees, consulting fees, accounting fees, employee placement fees, and other transaction and facilitation costs.

8


Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net income (loss) attributable to Class A Common Stock to adjusted earnings (loss)

Our presentation of adjusted earnings (loss) and adjusted earnings (loss) per share are non-GAAP measures because they exclude the effect of certain items included in Income Attributable to Class A Common Stock. Management uses adjusted earnings (loss) and adjusted earnings (loss) per share 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 earnings (loss) 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 earnings (loss) and adjusted earnings (loss) per share may not be comparable to similar measures of other companies in our industry.

(In thousands, except per share data)

For the

Three Months

Ended

June 30, 2020

    

Per Share Diluted EPS

    

For the

Three Months

Ended

June 30, 2019

    

Per Share Diluted EPS

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCK

$

(18,272)

$

(0.11)

$

18,506 

$

0.12 

Adjustments:

Impairment of unproved properties(1)

6,440 

0.04 

— 

— 

Transaction related costs

— 

— 

85 

— 

Noncontrolling interest impact of adjustments

(2,183)

(0.01)

— 

— 

Tax adjustments

— 

— 

(18)

— 

ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCK

$

(14,015)

$

(0.08)

$

18,573 

$

0.12 

(1)Impairment of unproved properties is included within Exploration expense on the Consolidated Statement of Operations.

9


Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net income (loss) to adjusted net income (loss)

Our presentation of adjusted net income (loss) is a non-GAAP measures because it excludes the effect of certain items included in Net income (loss) and adjusts for income taxes assuming the exchange of all outstanding Magnolia LLC Units and corresponding Class B Common Stock for shares of Class A Common Stock. Management uses adjusted net income (loss) 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 (loss) 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 (loss) may not be comparable to similar measures of other companies in our industry.

For the Three Months Ended

(In thousands)

June 30, 2020

June 30, 2019

NET INCOME (LOSS)

$

(29,391)

$

31,303 

Income tax expense (benefit)

(3,176)

5,145 

INCOME (LOSS) BEFORE INCOME TAXES

(32,567)

36,448 

Adjustments:

Impairment of unproved properties(1)

6,440 

— 

Transaction costs

— 

85 

ADJUSTED INCOME (LOSS) BEFORE INCOME TAXES

(26,127)

36,533 

Adjusted income tax expense (benefit)(2)

(5,629)

7,672 

ADJUSTED NET INCOME (LOSS)

$

(20,498)

$

28,861 

Diluted weighted average shares of Class A Common Stock outstanding during the period

166,572 

159,057 

Weighted average shares of Class B Common Stock outstanding during the period(3)

85,790 

91,790 

Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities(3)

252,362 

250,847 

(1) Impairment of unproved properties is included within Exploration expense on the Consolidated Statement of Operations.

(2) Represents corporate income taxes at an assumed effective tax rate of 21.5% and 21.0% for the three months ended June 30, 2020 and 2019, respectively.

(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.

10


Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of cash costs to adjusted cash costs

Our presentation of adjusted cash costs is a supplemental non-GAAP financial measure that is used by management. Adjusted cash costs exclude stock based compensation expense and unproved property impairment because they are non-cash in nature. We define adjusted cash costs as lease operating expenses, gathering, transportation and processing, taxes other than income, exploration expense, general & administrative expense, and interest expense, adjusted for certain non-cash components of exploration expense and general & administrative expense. Management believes that adjusted cash costs provides 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, adjusted cash costs 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 costs may not be comparable to similar measures of other companies in our industry.

For the Three Months Ended

(In $/boe)

June 30, 2020

March 31, 2020

June 30, 2019

Lease operating expenses

$

3.14 

$

3.88 

$

4.20 

Gathering, transportation and processing

1.16 

1.29 

1.25 

Taxes other than income

0.95 

1.61 

2.21 

Exploration expense

1.11 

89.43 

0.61 

General & administrative expenses

2.69 

2.91 

3.22 

Interest expense, net

1.24 

1.09 

1.23 

Total cash costs

10.29 

100.21 

12.72 

Less: Exploration expense, non-cash(1)

(1.11)

(89.23)

— 

Less: General & administrative expenses, non-cash(2)

(0.53)

(0.47)

(0.53)

Less: Amortization of deferred financing costs(3)

(0.15)

(0.14)

(0.15)

Total adjusted cash costs

$

8.50 

$

10.37 

$

12.04 

(1) Exploration expense, non-cash includes unproved property impairment of $6.4 million and $555.2 million for the three months ended June 30, 2020 and March 31, 2020, respectively.

(2) General & administrative expenses, non-cash includes stock based compensation of $3.1 million for each of the three months ended June 30, 2020 and 2019, respectively, and $2.9 million for the three months ended March 31, 2020.

(3) Amortization of deferred financing costs included in Interest expense, net, on the Consolidated Statement of Operations was $0.9 million for each of the three months ended June 30, 2020, March 31, 2020, and June 30, 2019.

11


Exhibit 99.2

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Second Quarter 2020 Earnings Presentation August 5, 2020 Stephen Chazen – Chairman, President & CEO Christopher Stavros – Executive Vice President & CFO Brian Corales – Vice President, Investor Relations

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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 recent coronavirus disease 2019 (“COVID-19”) pandemic, including the effects of related public health concerns and the impact of actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations, and storage capacity; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its business combination, 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"), its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on February 26, 2020. 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 EBITDAX, adjusted EBITDAX, adjusted cash costs, adjusted net income (loss), and adjusted earnings (loss). 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 financing 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 cash costs, adjusted net income (loss) and adjusted earnings (loss) 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 cash costs, adjusted net income (loss) and adjusted earnings (loss) should not be considered as alternatives to, or more meaningful than, net income (loss) as determined in accordance with GAAP. Certain items excluded from adjusted EBITDAX, adjusted cash costs, adjusted net income (loss), and adjusted earnings (loss) 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 cash costs, adjusted EBITDAX, adjusted net income (loss) and adjusted earnings (loss) 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. Our presentation of adjusted cash costs, adjusted EBITDAX, adjusted net income (loss) and adjusted earnings (loss) and may not be comparable to similar measures of other companies in our industry. An adjusted EBITDAX reconciliation is shown on page 12 of the presentation, adjusted net Income (loss) reconciliation is shown on page 14 and adjusted earnings (loss) reconciliation is 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.

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Magnolia Oil & Gas – Second Quarter 2020 Highlights 3 • Generated adjusted EBITDAX of $40 million versus our D&C Capital of $27 million in 2Q20. Magnolia is on track to spend ~60% of 2020 Adjusted EBITDAX on D&C Capital. • Ended the second quarter of 2020 with $117 million of cash on the balance sheet and an undrawn $450 million revolver providing MGY with ~$567 million(1) of liquidity. MGY expects to generate cash flow in the second half of the year. • Total adjusted cash costs declined 18% to $8.50/Boe from $10.37/Boe in 1Q20 and declined 29% from $12.04/Boe in 2Q19. • On track to achieve $55 million in operating costs savings in 2020 versus our original budget. • Production from Giddings(2) was 23.3 Mboe/d with oil production averaging 6.4 Mbbl/d, compared to 1Q20 levels of 23.9 Mboe/d and 6.5 Mbbl/d. Despite not bringing on any new wells during the quarter, Giddings production was similar compared to 1Q20 levels, demonstrating the shallow production decline rates. • In the early development area of Giddings, MGY now has 14 producing wells with 180 days of production. The average 30, 90, and 180-day production rates are 1,534, 1,557, and 1,374 boe/d (50% oil on a 2-stream basis). (1) Liquidity defined as cash plus availability under revolving credit facility. (2) Giddings Includes other production not located in the Giddings Field.

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Giddings Field – Appraisal to Early Stage Development • MGY has identified some contiguous acreage blocks which have produced consistent results to date ‒ One of these areas comprises ~70,000 acres which we have 14 wells with 180 days of production • Thus far, we have primarily drilled single well pads with additional science associated with many wells ‒ Our focus for 2020 is on multi-well pads in our early stage development area ‒ Reduced well costs 20% to below $7 million through efficiencies and cost reductions • Expected highlights of early stage development program: ‒ Multi-well pads ‒ Well cost reductions of >20% due to efficiencies and cost savings ‒ Continued delineation • Benefits of Giddings: ‒ Low entry costs ‒ Shallower production declines ‒ High EURs with improving F&D Costs Magnolia Acreage Note: All MGY Giddings acreage not displayed on map. 4 30-Day 90-Day 180-Day Well Count 14 14 14 Bopd 781 783 677 Boepd (2-Stream) 1,534 1,557 1,374

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Q2 2020 Cash Flow Summary 146 33 34 28 117 0 20 40 60 80 100 120 140 160 180 200 Cash 3/31/20 Cash Flow from Operations Changes in WC & Capital Accruals D&C & Facilities Capital Incurred Cash 6/30/20 (1) (2) (3) 5 ($ In Millions) (1) Cash flow from operations before changes in working capital. (2) Includes $2 million decrease in working capital and $32 million decrease in capital accruals which are included in the investing activities of the statement of cash flows. (3) D&C and Facilities Capital incurred includes $1 million of leasehold cost. 5

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Magnolia Oil & Gas – Q2 2020 Key Metrics 6 Total Production Sequential Giddings Oil Production 6.4 Mbo/d (2Q20) vs. 6.5 Mbo/d (1Q20) Cash Balance at 6/30/2020 $117 Million Adjusted EBITDAX (1) $40 Million D&C Capex $27 Million Total Adjusted Cash Cost (2) $8.50/boe 29% YOY Decrease (1) Adjusted EBITDAX is a non-GAAP measure. For a reconciliation to the most directly comparable GAAP measure see page 12. (2) Total adjusted cash costs is a non-GAAP measure. For a reconciliation to the most directly comparable GAAP measure see page 13. 64.1 Mboe/d (53% Oil)

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7 (1) Exploration expense excludes unproved property impairment of $6.4 million, or $1.10 per boe, for the quarter ended June 30, 2020. (2) General & administrative expense excludes non-cash stock based compensation of $3.1 million, or $0.53 per boe, for the quarter ended June 30, 2020. (3) Interest Expense excludes amortization of deferred financing costs of $0.9 million, or $0.15 per boe for the quarter ended June 30, 2020. (4) Total adjusted cash costs is a non-GAAP measure. For a reconciliation to the most directly comparable GAAP measure see page 13. $ / Boe Quarter Ended June 30, 2020 Lease Operating Expenses $3.14 Gathering, Transportation & Processing 1.16 Taxes Other Than Income 0.95 Exploration Expense (1) - General & Administrative Expense (2) 2.16 Interest Expense (3) 1.09 Total Adjusted Cash Costs (4) $8.50 Depreciation, Depletion, and Amortization 8.71 Full Cycle Costs $17.21 Magnolia Oil & Gas – Cost Structure

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Magnolia Oil & Gas – Summary Balance Sheet 8 (in thousands) June 30, 2020 December 31, 2019 Cash and cash equivalents $116,850 $182,633 Current assets 65,654 110,585 Property, plant and equipment, net 1,181,420 3,116,757 Other assets 49,155 56,431 Total assets $1,413,079 $3,466,406 Current liabilities $120,313 $175,208 Long-term debt, net 390,464 389,835 Other long-term liabilities 99,978 172,834 Total stockholders' equity 802,324 2,728,529 Total liabilities and equity $1,413,079 $3,466,406

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$450 2018 2019 2020 2021 2022 2023 2024 2025 2026 2Q20 Capital Structure and Liquidity Overview 9 Capital Structure Overview • Maintaining low financial leverage profile ‒ Net Debt / Total Book Capitalization of 24% ‒ Net Debt / TTM EBITDAX of 0.5x • Current Liquidity of $567 MM, including fully undrawn credit facility (1) • No debt maturities until senior unsecure notes mature in 2026 Debt Maturity Schedule ($MM) Borrowing Base Credit Facility Borrowings (as of 6/30/20) $0 6.00% Senior Unsecured Notes (1) Liquidity defined as cash plus availability under revolving credit facility. (2) Total Shareholders’ Equity includes noncontrolling interest. Capitalization & Liquidity ($MM) Capitalization Summary As of 6/30/2020 Cash and Cash Equivalents $117 Revolving Credit Facility $0 6.00% Senior Notes Due 2026 $400 Total Principal Debt Outstanding $400 Total Shareholder's Equity (2) $802 Net Debt / TTM EBITDAX 0.5x Net Debt / Total Book Capitalization 24% Liquidity Summary As of 6/30/2020 Cash and Cash Equivalents $117 Credit Facility Availability $450 Liquidity (1) $567

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Appendix

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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: – ~23,500 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 breakevens – ~430,000 net acres in the Giddings Field, 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 11 Karnes County Giddings Field ~450,000 Net Acre Position Targeting Two of the Top Oil Plays in the U.S. Market Statistics Trading Symbol (NYSE) MGY Share Price as of 8/4/2020 $6.12 Common Shares Outstanding (1) 252.4 million Market Capitalization $1.5 billion Long-term Debt - Principal $400 million Total Enterprise Value $1.8 billion Operating Statistics Karnes Giddings Total Net Acreage 23,559 428,531 452,090 2Q20 Net Production (Mboe/d) 40.8 23.3 64.1 Industry Leading Breakevens ($/Bbl WTI) Source: IHS Performance Evaluator. $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. Wilson Dewitt Gonzales (1) Common Stock outstanding includes Class A and Class B Stock. (2) Giddings Includes other production not located in the Giddings Field. (2)

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Reconciliation of Net Income (Loss) to Adjusted EBITDAX 12 (1) Transaction costs incurred related to the execution of our business combination with EnerVest, Ltd. and its affiliates including legal fees, advisory fees, consulting fees, accounting fees, employee placement fees, and other transaction and facilitation costs. (2) 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) Adjusted EBITDAX reconciliation to net income: Quarter Ended June 30, 2020 Quarter Ended June 30, 2019 NET INCOME (LOSS) ($29,391) $31,303 Exploration expense 6,462 3,617 Asset retirement obligation accretion 1,464 1,373 Depreciation, depletion and amortization 50,870 126,102 Amortization of intangible assets 3,626 3,626 Interest expense 7,256 7,299 Income tax expense (3,176) 5,145 EBITDAX (2) $37,111 $178,465 Non-cash stock based compensation expense $3,065 $3,115 Transaction related costs (1) - 85 Adjusted EBITDAX (2) $40,176 $181,665

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Magnolia Oil & Gas – Cash Cost Reconciliation 13 (1) Exploration expense, non-cash includes unproved property impairment of $6.4 million and $555.2 million for the three months ended 6/30/2020 and 3/31/2020, respectively. (2) General & administrative expenses, non-cash includes stock based compensation of $3.1 million for each of the three months ended 6/302020 and 2019, respectively, and $2.9 million for the three months ended 3/31/2020. (3) Amortization of deferred financing costs included in Interest expense, net, on the consolidated statement of operations was $0.9 million for each of the three months ended 6/30/2020, 3/31/2020 and 6/30/2019. (4) Adjusted cash costs is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measure.” $ / Boe Quarter Ended June 30, 2020 Quarter Ended March 31, 2020 Quarter Ended June 30, 2019 Lease Operating Expenses $3.14 $3.88 $4.20 Gathering, Transportation & Processing 1.16 1.29 1.25 Taxes Other Than Income 0.95 1.61 2.21 Exploration Expense 1.11 89.43 0.61 General & Administrative Expense 2.69 2.91 3.22 Interest Expense, net 1.24 1.09 1.23 Total Cash Costs 10.29 100.21 12.72 Less: Exploration expense, non-cash (1) (1.11) (89.23) - Less: General & administrative expenses, non-cash (2) (0.53) (0.47) (0.53) Less: Amortization of deferred financing costs (3) (0.15) (0.14) (0.15) Total adjusted cash costs (4) $8.50 $10.37 $12.04

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Magnolia Oil & Gas – Operating Margins 14 (1) Benchmarks are the NYMEX WTI and NYMEX HH average prices for oil and natural gas, respectively. Quarter Ended June 30, 2020 Quarter Ended June 30, 2019 Production: Oil (MBbls) 3,089 3,189 Natural Gas (MMcf) 9,763 10,057 NGLs (MBbls) 1,122 1,060 Total (Mboe) 5,838 5,925 Average Daily Production: Oil (Bbls/d) 33,940 35,044 Natural Gas (Mcf/d) 107,289 110,516 NGLs (Bbls/d) 12,324 11,648 Total (Mboe) 64,146 65,111 Revenues (in thousands): Oil Sales $60,790 $204,513 Natural Gas Sales 13,168 22,590 NGL Sales 8,881 15,855 Total Revenues $82,839 $242,958 Average Sales Price: Oil (per Bbl) $19.68 $64.13 Natural Gas (per Mcf) 1.35 2.25 NGL (per Bbl) 7.92 14.96 Total (per Boe) $14.19 $41.01 NYMEX WTI ($/Bbl) $27.85 $59.83 NYMEX Henry Hub($/Mcf) 1.71 2.64 Realization to benchmark (1): Oil (per Bbl) 71% 107% Natural Gas (per Mcf) 79% 85%

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Adjusted Net Income (Loss) Reconciliation 15 (1) Impairment of unproved properties is included within exploration expense on the Consolidated Statement of Operations. (2) Represents corporate income taxes at an assumed effective tax rate of 21.5% and 21.0% for the quarters ended June 30, 2020 and 2019, respectively, applied to adjusted income before income taxes. (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. (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.” (in thousands) Quarter Ended June 30, 2020 Quarter Ended June 30, 2019 NET INCOME (LOSS) ($29,391) $31,303 Income tax expense (benefit) ($3,176) $5,145 Income (Loss) Before Income Taxes (32,567) 36,448 Adjustments: Impairment of unproved properties (1) 6,440 - Transaction costs - 85 Adjusted Income (Loss) before Income Taxes (26,127) 36,533 Adjusted income tax expense (benefit) (2) (5,629) 7,672 Adjusted Net Income (Loss) (4) ($20,498) $28,861 (in thousands) Total Share Count Quarter Ended June 30, 2020 Quarter Ended June 30, 2019 Diluted weighted average of Class A Common Stock outstanding during the period 166,572 159,057 Weighted average shares of Class B Common Stock outstanding during the period (3) 85,790 91,790 Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities (3) 252,362 250,847

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Adjusted Earnings (Loss) Reconciliation 16 (1) Impairment of unproved properties is included within Exploration expense on the Consolidated Statement of Operations. (2) Adjusted earnings (loss) is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.” (in thousands) Quarter Ended June 30, 2020 Per Share Diluted EPS Quarter Ended June 30, 2019 Per Share Diluted EPS Net income attributable to Class A Common Stock ($18,272) ($0.11) $18,506 $0.12 Adjustments: Impairment of unproved properties (1) 6,440 0.04 -- Transaction costs -- 85 - Noncontrolling interest impact of adjustments (2,183) (0.01) -- Tax Adjustments --(18) - Adjusted Net Income (Loss) attributable to Class A Common Stock (2) ($14,015) ($0.08) $18,573 $0.12

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Magnolia Oil & Gas – Production Results 17 Combined Karnes Giddings & Other Combined Karnes Giddings & Other Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Production: Oil (MBbls) 3,089 2,503 586 3,189 2,797 392 Natural Gas (MMcf) 9,763 3,781 5,982 10,057 3,761 6,296 NGLs (MBbls) 1,122 586 536 1,060 561 499 Total (Mboe) 5,838 3,719 2,119 5,925 3,985 1,940 Average Daily Production Volume: Oil (MBbls/d) 33.9 27.5 6.4 35.0 30.7 4.3 Natural Gas (MMcf/d) 107.3 41.5 65.8 110.5 41.3 69.2 NGLs (MBbls/d) 12.3 6.4 5.9 11.6 6.2 5.4 Total (MBoe/d) 64.1 40.8 23.3 65.1 43.8 21.3