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Item 2 — Management's Discussion and Analysis
Magnolia Oil & Gas Corp · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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FORWARD-LOOKING STATEMENTS
This report 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 (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or similar terminology. Although Magnolia believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, Magnolia’s assumptions about:
•legislative, regulatory, or policy changes, including those following the change in presidential administrations;
•the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services;
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•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;
•production and reserve levels;
•the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves;
•geopolitical and business conditions in key regions of the world;
•drilling risks;
•economic and competitive conditions;
•the availability of capital resources;
•capital expenditures and other contractual obligations;
•weather conditions;
•inflation rates;
•the availability of goods and services;
•cybersecurity threats, including increased use of artificial intelligence technologies;
•the occurrence of property acquisitions or divestitures;
•the actual consummation of the WildFire Acquisition and the expected timetable for completion thereof, the results, effects and benefits of the WildFire Acquisition, future opportunities for the Company, other plans and expectations with respect to the WildFire Acquisition, and the anticipated impact of the WildFire Acquisition on the Company’s results of operations, financial position, growth opportunities and competitive position;
•the integration of acquisitions, including the WildFire Acquisition; and
•the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks.
All of Magnolia’s forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors identified this Quarterly Report on Form 10-Q and in the reports that the Company has filed and may file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 (the “2025 Form 10-K”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s unaudited consolidated financial statements and the related notes thereto.
Overview
Magnolia Oil & Gas Corporation (the “Company” or “Magnolia”) is an independent oil and natural gas company engaged in the acquisition, development, exploration, and production of oil, natural gas, and NGL reserves that operates in one reportable segment located in the United States. The Company’s oil and natural gas properties are located primarily in the Karnes and Giddings areas in South Texas, where the Company primarily targets the Eagle Ford Shale and the Austin Chalk formations. Magnolia’s objective is to generate stock market value over the long term through consistent organic production growth, high full cycle operating margins, an efficient capital program with short economic paybacks, significant free cash flow after capital expenditures, and effective reinvestment of free cash flow. The Company’s allocation of capital prioritizes reinvesting in its business to achieve moderate and predictable annual volume growth balanced with returning capital to its shareholders through dividends and share repurchases.
Magnolia’s business model prioritizes prudent and disciplined capital allocation, free cash flow, and financial stability. The Company’s ongoing plan is to spend within cash flow on drilling and completing wells while maintaining low financial leverage. The Company’s gradual and measured approach toward the development of the Giddings area has created operating efficiencies leading to higher production.
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Market Conditions Update
Commodity prices continue to experience volatility driven by geopolitical conflict, evolving global supply-demand dynamics, and macroeconomic uncertainty. Most notably, the military conflict involving Iran has materially disrupted global energy markets, including significantly constraining the movement of global crude oil and refined product exports through the Strait of Hormuz. These developments, together with the ongoing Russia-Ukraine conflict, OPEC and OPEC+ production decisions, and changes in sanctions and trade restrictions affecting major oil-producing countries such as Russia, Iran, and Venezuela, have increased the risk of supply interruptions and contributed to substantial price volatility and uncertainty in global energy markets.
The macroeconomic and geopolitical environment remains uncertain and continues to evolve. In combination with geopolitical risks — including sanctions regimes, trade restrictions, tariff policies that remain subject to legal, regulatory, and policy uncertainty, and the potential for prolonged or expanded disruptions to global energy supply chains — these conditions continue to increase uncertainty with respect to commodity prices, operating costs, and capital availability. The Company continues to closely monitor developments in geopolitical conditions, international trade relations, tariff policies, and energy market dynamics, any of which could adversely affect operating results, financial condition, and future cash flows.
Business Overview
As of June 30, 2026, Magnolia’s assets in South Texas included 60,187 gross (40,135 net) acres in the Karnes area, and 742,202 gross (562,544 net) acres in the Giddings area. As of June 30, 2026, Magnolia held an interest in approximately 2,920 gross (1,983 net) wells, with total production of 106.1 thousand and 104.3 thousand barrels of oil equivalent per day for the three and six months ended June 30, 2026, respectively.
Magnolia recognized net income attributable to Class A Common Stock of $181.8 million and $281.6 million, or $0.97 and $1.51 per diluted common share, for the three and six months ended June 30, 2026, respectively. Magnolia recognized net income of $181.8 million for the three months ended June 30, 2026. Magnolia recognized net income of $282.6 million, which includes noncontrolling interest of $1.0 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest, Ltd., for the six months ended June 30, 2026.
During the six months ended June 30, 2026, the Company declared and paid cash dividends and distributions totaling $62.2 million.
As of June 30, 2026, the Company’s board of directors had authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular timeframe. The Company had repurchased 50.1 million shares under the program at a cost of $994.7 million and had 9.9 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2026.
As of June 30, 2026, Magnolia owned 100.0% of the interest in Magnolia LLC.
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Results of Operations
Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Oil, Natural Gas and NGL Sales Revenues
The following table provides the components of Magnolia’s revenues for the periods indicated, as well as each period’s respective average prices and production volumes. This table shows production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be reflective of the current price ratio between the two products.
Three Months Ended Six Months Ended
(In thousands, except per unit data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Production:
Oil (MBbls) 3,809 3,639 7,470 7,156
Natural gas (MMcf) 18,201 16,820 35,584 33,313
NGLs (MBbls) 2,812 2,496 5,484 4,920
Total (Mboe) 9,654 8,939 18,885 17,628
Average daily production:
Oil (Bbls/d) 41,855 39,990 41,269 39,536
Natural gas (Mcf/d) 200,016 184,840 196,599 184,048
NGLs (Bbls/d) 30,898 27,432 30,300 27,182
Total (boe/d) 106,089 98,229 104,336 97,394
Production (% of total):
Oil 40 % 41 % 40 % 41 %
Natural gas 31 % 31 % 31 % 31 %
NGLs 29 % 28 % 29 % 28 %
Revenues:
Oil revenues $ 373,759 $ 226,345 $ 631,088 $ 471,879
Natural gas revenues 39,669 42,850 91,469 94,218
Natural gas liquids revenues 65,383 49,786 114,765 103,185
Total revenues $ 478,811 $ 318,981 $ 837,322 $ 669,282
Revenues (% of total):
Oil 78 % 71 % 75 % 71 %
Natural gas 8 % 13 % 11 % 14 %
NGLs 14 % 16 % 14 % 15 %
Average Price:
Oil (per barrel) $ 98.13 $ 62.20 $ 84.49 $ 65.94
Natural gas (per Mcf) 2.18 2.55 2.57 2.83
NGLs (per barrel) 23.25 19.94 20.93 20.97
Oil revenues for the three months ended June 30, 2026 were $147.4 million higher than the three months ended June 30, 2025. A 58% increase in average prices increased second quarter 2026 revenues by $130.8 million compared to the same period in the prior year, and a 5% increase in oil production increased revenues by $16.6 million. Oil revenues for the six months ended June 30, 2026 were $159.2 million higher than for the six months ended June 30, 2025. A 28% increase in average prices increased revenues for the six months ended June 30, 2026 by $132.7 million compared to the same period in the prior year, and a 4% increase in oil production increased revenues by $26.5 million.
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Natural gas revenues for the three months ended June 30, 2026 were $3.2 million lower than the three months ended June 30, 2025. A 14% decrease in average prices decreased second quarter 2026 revenues by $6.2 million compared to the same period in the prior year, partially offset by an 8% increase in natural gas production that increased revenues by $3.0 million. Natural gas revenues for the six months ended June 30, 2026 were $2.7 million lower than the six months ended June 30, 2025. A 9% decrease in average prices decreased revenues for the six months ended June 30, 2026 by $8.5 million compared to the same period in the prior year, partially offset by a 7% increase in natural gas production that increased revenues by $5.8 million.
NGL revenues for the three months ended June 30, 2026 were $15.6 million higher than the three months ended June 30, 2025. A 17% increase in average prices increased second quarter 2026 revenues by $8.3 million compared to the same period in the prior year, and a 13% increase in NGL production increased revenues by $7.3 million. NGL revenues for the six months ended June 30, 2026 were $11.6 million higher than the six months ended June 30, 2025, almost entirely due to an increase in NGL production.
Operating Expenses and Other Expense
The following table summarizes the Company’s operating expenses and other expense for the periods indicated.
Three Months Ended Six Months Ended
(In thousands, except per unit data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Operating Expenses:
Lease operating expenses $ 48,409 $ 43,590 $ 96,160 $ 90,665
Gathering, transportation and processing 17,202 16,489 35,410 31,442
Taxes other than income 22,757 18,802 39,144 38,907
Exploration expenses 213 363 1,955 711
Asset retirement obligations accretion 1,862 1,563 3,719 3,119
Depreciation, depletion and amortization 116,516 107,082 229,874 212,935
General and administrative expenses 29,151 23,278 60,595 47,867
Transaction related costs 3,200 — 3,200 —
Total operating expenses $ 239,310 $ 211,167 $ 470,057 $ 425,646
Other Expense:
Interest expense, net $ (6,720) $ (5,604) $ (12,724) $ (10,856)
Other income (expense), net (379) (244) (415) 971
Total other expense, net $ (7,099) $ (5,848) $ (13,139) $ (9,885)
Average Operating Costs per boe:
Lease operating expenses $ 5.01 $ 4.88 $ 5.09 $ 5.14
Gathering, transportation and processing 1.78 1.84 1.88 1.78
Taxes other than income 2.36 2.10 2.07 2.21
Exploration expenses 0.02 0.04 0.10 0.04
Asset retirement obligations accretion 0.19 0.17 0.20 0.18
Depreciation, depletion and amortization 12.07 11.98 12.17 12.08
General and administrative expenses 3.02 2.60 3.21 2.72
Transaction related costs 0.33 — 0.17 —
Lease operating expenses are costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the three months ended June 30, 2026 were $4.8 million, or $0.13 per boe, higher than the three months ended June 30, 2025. Lease operating expenses for the six months ended June 30, 2026 were $5.5 million higher, and $0.05 per boe lower, than the six months ended June 30, 2025. The increase in both periods were due to higher workover activity and an increase in surface repair and maintenance and compression associated with higher well count.
Gathering, transportation and processing (“GTP”) costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing.
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The GTP costs for the three months ended June 30, 2026 were $0.7 million higher, and $0.06 per boe lower, than the three months ended June 30, 2025. The GTP costs for the six months ended June 30, 2026 were $4.0 million, or $0.10 per boe, higher, than the six months ended June 30, 2025. The increase in GTP costs in both periods was driven by higher production and changes to certain gathering and processing contracts, which resulted in a higher portion of Magnolia’s GTP costs being recognized as expense versus a reduction to Magnolia’s natural gas revenues.
Taxes other than income include production, ad valorem, and franchise taxes. These taxes are based on rates primarily established by state and local taxing authorities. Production taxes are based on the market value of production. Ad valorem taxes are based on the fair market value of the mineral interests or business assets. Taxes other than income for the three months ended June 30, 2026 were $4.0 million, or $0.26 per boe, higher than the three months ended June 30, 2025. Taxes other than income for the six months ended June 30, 2026 were $0.2 million higher, and $0.14 per boe lower, than the six months ended June 30, 2025. The increase in taxes other than income was primarily due to an increase in production taxes due to higher oil prices, partially offset by severance tax refunds and a decrease in ad valorem taxes as a result of lower market valuations.
Depreciation, depletion and amortization (“DD&A”) during the three months ended June 30, 2026 was $9.4 million, or $0.09 per boe, higher than the three months ended June 30, 2025. DD&A for the six months ended June 30, 2026 was $16.9 million, or $0.09 per boe, higher than the six months ended June 30, 2025. The increase in DD&A was primarily due to higher production. The slight increase in the DD&A rate period over period was primarily due to acquisitions made during 2026.
General and administrative expenses (“G&A”) consists primarily of salaries and related benefits, stock based compensation, office rent, legal and consulting fees, system costs and other administrative costs incurred. The table below reflects the Company’s G&A for the periods indicated:
Three Months Ended Six Months Ended
(In thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
General and administrative expenses $ 20,336 $ 16,848 $ 40,496 $ 35,545
Stock based compensation 8,815 6,430 20,099 12,322
Total general and administrative expenses $ 29,151 $ 23,278 $ 60,595 $ 47,867
G&A during the three months ended June 30, 2026 were $5.9 million, or $0.42 per boe, higher, than the three months ended June 30, 2025. G&A expenses during the six months ended June 30, 2026 were $12.7 million, or $0.49 per boe, higher than the six months ended June 30, 2025. The increase in G&A was primarily due to increased stock based compensation expense as a result of higher grant date fair values, accelerated vesting of certain awards, and changes in expected payouts for the Company’s performance share unit awards. Other increases in G&A were primarily due to increased professional service fees, payroll costs, and rent expense.
Transaction related costs incurred during the three and six months ended June 30, 2026 relate to the WildFire Acquisition.
Income Tax Expense
The following table summarizes the Company’s income tax expense for the periods indicated.
Three Months Ended Six Months Ended
(In thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Current income tax expense $ 2,430 $ 4,126 $ 6,428 $ 16,922
Deferred income tax expense 48,196 16,812 65,086 29,153
Income tax expense $ 50,626 $ 20,938 $ 71,514 $ 46,075
For the three months ended June 30, 2026, income tax expense was $29.7 million higher than the three months ended June 30, 2025 driven by a $31.4 million increase in deferred income tax expense and offset by a $1.7 million decrease in current income tax expense. Income tax expense during the six months ended June 30, 2026 was $25.4 million higher compared to the six months ended June 30, 2025, driven by a $35.9 million increase in deferred income tax expense and offset by a $10.5 million decrease in current income tax expense. The increase in total tax expense was primarily due to an increase in income before income taxes. Accelerated deductions as a result of the passage of the One Big Beautiful Bill Act resulted in lower current tax expense and higher deferred tax expense. See Note 9— Income Taxes in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail.
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Liquidity and Capital Resources
Magnolia’s primary source of liquidity and capital has been its cash flows from operations. The Company’s primary uses of cash have been for development of the Company’s oil and natural gas properties, returning capital to shareholders, bolt-on acquisitions of oil and natural gas properties, and general working capital needs.
The Company may also utilize borrowings under other various financing sources available to Magnolia, including the RBL Facility and the issuance of equity or debt securities through public offerings or private placements, to fund Magnolia’s acquisitions and long-term liquidity needs. Magnolia’s ability to complete future offerings of equity and debt securities and the timing of these offerings will depend upon various factors, including prevailing market conditions and the Company’s financial condition. The Company anticipates its current cash balance, cash flows from operations, and its available sources of liquidity to be sufficient to meet the Company’s cash requirements.
As of June 30, 2026, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility. As of June 30, 2026, the Company had $745.9 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $295.9 million of cash and cash equivalents.
Cash and Cash Equivalents
At June 30, 2026, Magnolia had $295.9 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions in the United States. Deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk.
Sources and Uses of Cash and Cash Equivalents
The following table presents the sources and uses of the Company’s cash and cash equivalents for the periods presented:
Six Months Ended
(In thousands) June 30, 2026 June 30, 2025
SOURCES OF CASH AND CASH EQUIVALENTS
Net cash provided by operating activities $ 581,642 $ 423,188
USES OF CASH AND CASH EQUIVALENTS
Acquisitions $ (156,209) $ (39,653)
Additions to oil and natural gas properties (253,557) (231,455)
Changes in working capital associated with additions to oil and natural gas properties 25,208 2,770
Class A Common Stock repurchases (82,606) (100,932)
Class B Common Stock purchases and cancellations (19,793) —
Dividends paid (61,246) (57,261)
Distributions to noncontrolling interest owners (911) (1,842)
Other (3,375) (3,103)
Net uses of cash and cash equivalents (552,489) (431,476)
NET CHANGE IN CASH AND CASH EQUIVALENTS $ 29,153 $ (8,288)
Sources of Cash and Cash Equivalents
Net Cash Provided by Operating Activities
Operating cash flows are the Company’s primary source of liquidity and are impacted, in the short-term and long-term, by oil and natural gas prices. The factors that determine operating cash flows are largely the same as those that affect net earnings, with the exception of certain non-cash expenses such as DD&A, stock based compensation, amortization of deferred financing costs, asset retirement obligations accretion, and deferred taxes.
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Net cash provided by operating activities totaled $581.6 million and $423.2 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, cash provided by operating activities primarily increased due to higher oil prices and increased production.
Uses of Cash and Cash Equivalents
Acquisitions
The Company made individually insignificant bolt-on acquisitions totaling $156.2 million and $39.7 million during the six months ended June 30, 2026 and 2025, respectively.
Additions to Oil and Natural Gas Properties
The following table sets forth the Company’s capital expenditures for the periods presented:
Three Months Ended Six Months Ended
(In thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Drilling and completion $ 124,964 $ 95,247 $ 253,651 $ 225,686
Leasehold acquisition costs 165 5,040 (94) 5,769
Total capital expenditures $ 125,129 $ 100,287 $ 253,557 $ 231,455
During the second quarter of 2026, Magnolia operated two rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model. The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage.
Capital Requirements
As of June 30, 2026, the Company’s board of directors had authorized a share repurchase program of up to 60.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During each of the six months ended June 30, 2026 and 2025, the Company repurchased 3.0 million and 4.4 million shares for a total cost of approximately $81.4 million and $100.7 million, respectively.
During the six months ended June 30, 2026, Magnolia LLC repurchased and subsequently canceled 0.7 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $19.8 million of cash consideration. As of June 30, 2026, Magnolia owned 100.0% of the interest in Magnolia LLC.
During the six months ended June 30, 2026, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $61.2 million. Additionally, $0.9 million was distributed to the Magnolia LLC Unit Holders. During the six months ended June 30, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $57.3 million. Additionally, $1.7 million was distributed to the Magnolia LLC Unit Holders. The amount and frequency of future dividends is subject to the discretion of the Company’s board of directors and primarily depends on earnings, capital expenditures, debt covenants, and various other factors.