8-K

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): November 4, 2019

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 November 4, 2019, 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 September 30, 2019.

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 November 4, 2019, the Company provided information in an earnings presentation on its website, www.magnoliaoilgas.com, regarding its financial and operational results for the quarter ended September 30, 2019.

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 November 4, 2019
99.2	Earnings Presentation dated November 4, 2019
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: November 4, 2019	By:       /s/ Timothy D. Yang
	Name:  Timothy D. Yang
	Title:    Executive Vice President,              General Counsel and Corporate Secretary

2

EX-99.1

Magnolia Oil & Gas Corporation Announces Third Quarter 2019 Results

HOUSTON, TX, November 4, 2019 - Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced its financial and operational results for the third quarter of 2019.

Third Quarter 2019 Summary Financial Results:

· Total reported net income: $17.4 million

· Earnings per share - diluted: $0.05

· Adjusted net income(1): $16.2 million; Weighted average total shares outstanding(2): 258.9 million

· Adjusted earnings per share(1): $0.06

· Adjusted EBITDAX(1): $183.4 million

· Capital expenditures - drilling and completions ("D&C"): $88.4 million

· Cash acquisition expenditures: $1.3 million

· Cash balance as of September 30, 2019: $164.5 million

Third Quarter 2019 Highlights:

· Magnolia reported third quarter net income attributable to Class A Common Stock of $7.8 million, or $0.05 per diluted share. Total adjusted net income including noncontrolling interest was $16.2 million, or $0.06 per adjusted diluted share, which excludes a non-cash special item associated with our earlier warrant exchange.

· Our production averaged 71.3 thousand barrels of oil equivalent per day ("Mboe/d") for the third quarter of 2019, a 9.5 percent increase compared to 65.1 Mboe/d in the second quarter.  Third quarter oil production averaged 53.7 percent of total volumes.  Both total production and total oil volumes were at the high end of our guidance, with the strong sequential increase in production driven almost entirely by our organic drilling program and primarily due to new wells in the Karnes area.

· Adjusted EBITDAX was $183.4 million during the third quarter of 2019, with capital expenditures for drilling and completions of $88.4 million for the period. D&C capital represented 48 percent of our adjusted EBITDAX and slightly better than expectations.

· Our average realized oil price was $59.05 per barrel for the third quarter of 2019, or 105 percent of the average NYMEX WTI benchmark price during the period.

· Total cash operating costs including G&A declined to $9.96 per Boe in the third quarter compared to $10.98 per Boe in the second quarter of 2019.

· Cash on the balance sheet increased to $164.5 million at the end of the third quarter from $96.7 million at the end of the second quarter. In addition, we had an undrawn revolving credit facility with $550.0 million of capacity and $400.0 million of principal debt outstanding.

“We continue to focus on building a business which generates significant free cash flow and our third quarter results further demonstrate our ability to execute on our strategy,” said Magnolia Chairman, President and CEO, Steve Chazen. “While our production grew nearly 10 percent sequentially our capital spending for drilling and completing wells declined to less than half of our operating cash flow during the third quarter.  The quality of our assets and disciplined business model positions us to spend within 60 percent of our adjusted EBITDAX for 2019.”

“Using our current methodology, we brought on two new wells in the Giddings Field late in the third quarter.  Combined, these two wells produced more than 2,700 Boe per day during their first 30 days on line, which included approximately 1,700 barrels of oil per day and 6,400 Mcf per day of natural gas.  These wells are currently producing about 2,900 Boe per day, including more than 1,800 barrels per day of oil and approximately 6,700 Mcf per day of gas.  We plan to complete three additional wells in Giddings later in the fourth quarter as part of our ongoing appraisal program.”

(1)Adjusted net income, adjusted EBITDAX, adjusted earnings per share, and total cash operating costs are non-GAAP financial measures.  For reconciliations to the most comparable GAAP measures, please see "Non-GAAP Financial Measures" at the end of this press release.

(2)Weighted average total shares outstanding include diluted weighted average shares of Class A Common Stock outstanding during the period and shares of Class B Common Stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding.

1

Operational Update

Production averaged 71.3 Mboe/d during the third quarter of 2019, a nearly 10 percent sequential increase and ahead of our expectations. Total oil production averaged 53.7 percent of our overall volumes and at the higher end of guidance range. Production in the Karnes area averaged 49.2 Mboe/d during the third quarter, a 12.3 percent sequential increase from second quarter levels of 43.8 Mboe/d, due to the combination of new operated and non-operated wells coming on line. Production from Giddings and Other increased to 22.1 Mboe/d in the third quarter from 21.3 Mboe/d in the prior quarter, 85 percent of which was from the Giddings Field.

We continue to operate one rig in each of our Karnes area and Giddings assets, as well as using one completion crew between our assets to optimize efficiencies. In our Karnes area, we added 430 net acres during the quarter, bringing our acreage position to 21,946 net acres. Our appraisal program in Giddings remains ongoing and we continue to make meaningful progress toward better understanding this sizeable asset. While we have had good recent success implementing our current methodology in Giddings, we are still pursuing an appraisal program which by its nature is inherently higher risk.

Cash Flow

Our cash flow from operating activities was $179.2 million during the third quarter and we ended the period with $164.5 million  of cash on the balance sheet compared to $96.7 million at the end of the prior quarter.  Total cash outlays related to our capital program including drilling, completions and leasehold acquisitions were $97.6 million, including $1.3 million of cash spent acquiring oil and gas properties.

Updated Guidance

We expect our fourth quarter production to be similar as compared to third quarter volume levels.  Total capital spending for drilling and completions is expected to decline slightly in the fourth quarter, and in keeping with our business model.  As our overall well completions will be weighted more towards Giddings, we expect production in Giddings to increase about 10 percent sequentially during the fourth quarter.

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 months ended September 30, 2019, which is expected to be filed with the U.S. Securities and Exchange Commission ("SEC") on November 5, 2019.

2

Conference Call and Webcast

Magnolia will host an investor conference call on Tuesday, November 5, 2019 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 outcome of any legal proceedings that may be instituted against Magnolia; (ii) 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; (iii) changes in applicable laws or regulations; and (iv) 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, 2018. 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

bcorales@mgyoil.com

Media

Art Pike

(713) 842-9057

apike@mgyoil.com

Magnolia Oil & Gas Corporation
Operating Highlights
	For the Quarter Ended September 30, 2019			For the Quarter Ended June 30, 2019
Production:
Oil (MBbls)	3,520			3,189
Natural gas (MMcf)	10,763			10,057
NGLs (MBbls)	1,245			1,060
Total (MBoe)	6,559			5,925
Average daily production:
Oil (Bbls/d)	38,261			35,044
Natural gas (Mcf/d)	116,989			110,516
NGLs (Bbls/d)	13,533			11,648
Total (Boe/d)	71,292			65,111
Revenues (in thousands):
Oil sales	$	207,840		$	204,513
Natural gas sales	21,243			22,590
NGL sales	15,716			15,855
Total Revenues	$	244,799		$	242,958
Average sales price:
Oil (per Bbl)	$	59.05		$	64.13
Natural gas (per Mcf)	1.97			2.25
NGL (per Bbl)	12.62			14.96
Total (per Boe)	$	37.32		$	41.01
NYMEX WTI ($/Bbl)	$	56.45		$	59.83
NYMEX Henry Hub ($/Mcf)	$	2.23		$	2.64
Realization to benchmark:
Oil (per Bbl)	105		%	107		%
Natural Gas (per Mcf)	88		%	85		%
Operating Expenses (in thousands):
Lease operating expenses	$	24,344		$	24,895
Gathering, transportation and processing	9,270			7,431
Taxes other than income	13,333			13,091
Depreciation, depletion and amortization	143,894			126,102
Operating costs per Boe:
Lease operating expenses	$	3.71		$	4.20
Gathering, transportation and processing	1.41			1.25
Taxes other than income	2.03			2.21
Depreciation, depletion and amortization	21.94			21.28

3

Magnolia Oil & Gas Corporation

Consolidated Statements of Operations

(In thousands, except per share data)

	For the Quarter Ended September 30, 2019			For the Quarter Ended  June 30, 2019
REVENUES
Oil revenues	$	207,840		$	204,513
Natural gas revenues	21,243			22,590
Natural gas liquids revenues	15,716			15,855
Total revenues	244,799			242,958
OPERATING EXPENSES
Lease operating expenses	24,344			24,895
Gathering, transportation and processing	9,270			7,431
Taxes other than income	13,333			13,091
Exploration expense	3,924			3,617
Asset retirement obligation accretion	1,394			1,373
Depreciation, depletion and amortization	143,894			126,102
Amortization of intangible assets	3,626			3,626
General & administrative expenses	17,345			19,106
Transaction related costs	—			85
Total operating costs and expenses	217,130			199,326
OPERATING INCOME	27,669			43,632
OTHER INCOME (EXPENSE)
Income (loss) from equity method investee	92			128
Interest expense, net	(6,896		)	(7,299)
Other income (expense), net	21			(13)
Total other income (expense)	(6,783		)	(7,184)
INCOME BEFORE INCOME TAXES	20,886			36,448
Income tax expense	3,529			5,145
NET INCOME	17,357			31,303
LESS: Net income attributable to noncontrolling interest	6,810			12,797
NET INCOME ATTRIBUTABLE TO MAGNOLIA	10,547			18,506
LESS: Non-cash deemed dividend related to warrant exchange	2,763			—
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK	$	7,784		$	18,506
NET INCOME PER COMMON SHARE
Basic	$	0.05		$	0.12
Diluted	$	0.05		$	0.12
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic	166,872			156,844
Diluted	167,108			159,057
WEIGHTED AVERAGE NUMBER OF CLASS B SHARES OUTSTANDING(1)	91,790			91,790

(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.

4

Magnolia Oil & Gas Corporation

Summary Cash Flow Data

(In thousands)

	For the Three Months Ended September 30, 2019			For the Nine Months Ended September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	17,357		$	71,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	143,894			385,942
Amortization of intangible assets	3,626			10,879
Exploration expense, non-cash	53			536
Asset retirement obligations accretion expense	1,394			4,095
Amortization of deferred financing costs	892			2,644
Deferred taxes	3,414			11,765
Stock based compensation	2,829			8,376
Other	(97		)	(526		)
Changes in operating assets and liabilities	5,858			(6,473		)
Net cash provided by operating activities	179,220			488,611
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of EnerVest properties, final settlement	—			4,250
Acquisitions, other	(1,318		)	(93,221		)
Additions to oil and natural gas properties	(97,550		)	(364,859		)
Other investing	1			(247		)
Net cash used in investing activities	(98,867		)	(454,077		)
CASH FLOW FROM FINANCING ACTIVITIES
Contributions from noncontrolling interest owners	—			7,301
Distributions to noncontrolling interest owners	(490)			(716		)
Common stock repurchased	(9,722		)	(9,722		)
Other financing activities	(2,361		)	(2,666		)
Net cash provided by (used in) financing activities	(12,573		)	(5,803		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	67,780			28,731
Cash and cash equivalents – Beginning of period	96,709			135,758
Cash and cash equivalents – End of period	$	164,489		$	164,489

Magnolia Oil & Gas Corporation

Summary Balance Sheet Data

(In thousands)

	September 30, 2019			December 31, 2018
Cash and cash equivalents	$	164,489		$	135,758
Other current assets	127,766			156,601
Property, plant and equipment, net	3,180,166			3,073,204
Other assets	60,712			67,960
Total assets	$	3,533,133		$	3,433,523
Current liabilities	$	190,311		$	197,361
Long-term debt, net	389,528			388,635
Other long-term liabilities	169,341			139,572
Common stock	26			25
Additional paid in capital	1,704,652			1,641,237
Treasury stock	(9,722		)	—
Retained earnings	74,823			35,507
Noncontrolling interests	1,014,174			1,031,186
Total liabilities and equity	$	3,533,133		$	3,433,523

5

Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net income to adjusted EBITDAX

In this press release, we refer to adjusted EBITDAX, a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define adjusted EBITDAX as net income before interest expense, income taxes, depreciation, depletion and amortization, amortization of intangible assets, 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 in accordance with GAAP.

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

The following table presents a reconciliation of net income to adjusted EBITDAX, our most directly comparable financial measure calculated and presented in accordance with GAAP:

(In thousands)	For the Quarter Ended September 30, 2019		For the Quarter Ended June 30, 2019
Net income(1)	$	17,357	$	31,303
Exploration expense	3,924		3,617
Asset retirement obligations accretion	1,394		1,373
Depreciation, depletion and amortization	143,894		126,102
Amortization of intangible assets	3,626		3,626
Interest expense, net	6,896		7,299
Income tax expense	3,529		5,145
EBITDAX	180,620		178,465
Non-cash stock based compensation expense	2,829		3,115
Transaction related costs(2)	—		85
Adjusted EBITDAX	$	183,449	$	181,665

(1) Includes net income attributable to noncontrolling interest.

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

6

Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

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

Our presentation of adjusted earnings and adjusted earnings 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 and adjusted earnings 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 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 and adjusted earnings per share may not be comparable to similar measures of other companies in our industry.

	For the Quarter Ended September 30, 2019		Per Share Diluted EPS		For the Quarter Ended June 30, 2019			Per Share Diluted EPS
(In thousands, except per share data)
Net income attributable to Class A Common Stock	$	7,784	$	0.05	$	18,506		$	0.12
Adjustments for certain items affecting comparability(1):
Non-cash deemed dividend	2,763		0.01		—			0.00
Transaction costs	—		0.00		85			0.00
Change in estimated income tax	—		0.00		(18		)	0.00
Adjusted earnings	$	10,547	$	0.06	$	18,573		$	0.12

(1) Includes amounts attributable to Class A Common Stock.

Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net income to adjusted net income

Our presentation of adjusted net income is a non-GAAP measures because it excludes the effect of certain items included in Net Income 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 to evaluate our operating and financial performance because it eliminates the impact of certain items that management does not consider to be representative of the Company’s on-going business operations. As a performance measure, adjusted net income may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes adjusting these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. However, our presentation of adjusted net income may not be comparable to similar measures of other companies in our industry.

	For the Quarter Ended September 30, 2019			For the Quarter Ended June 30, 2019
(In thousands)
Net income(1)	$	17,357		$	31,303
Income tax expense	3,529			5,145
Income before income taxes	20,886			36,448
Adjustments for certain items affecting comparability:
Adjusted income tax expense(2)	(4,720		)	(7,654		)
Transaction costs	—			85
Tax impact of adjustments	—			(18		)
Adjusted net income	$	16,166		$	28,861
Diluted weighted average shares of Class A Common Stock outstanding during the period	167,108			159,057
Weighted average shares of Class B Common Stock outstanding during the period (3)	91,790			91,790
Total weighted average shares of Class A and B Common Stock, including dilutive impact of other securities(3)	258,898			250,847

(1) Includes net income attributable to noncontrolling interest.

(2) Represents corporate income taxes at an assumed effective tax rate of 22.6 percent and 21.0 percent for the three months ended September 30, 2019 and June 30, 2019, respectively, applied to 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.

7

Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of operating margin to adjusted operating margin

Our presentation of adjusted operating margin and total cash operating costs are supplemental non-GAAP financial measures that are used by management. Total cash operating costs exclude stock based compensation expense because it is non-cash in nature. We define adjusted operating margin per Boe as total revenues per Boe less operating expenses per Boe adjusted for certain unusual or non-recurring items per Boe that management does not consider to be representative of the Company's on-going business operations. Management believes that total cash operating costs per Boe and adjusted operating margin per Boe provide relevant and useful information, which is used by our management in assessing the Company’s profitability and comparability of results to our peers.

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

(in $/Boe)	For the Quarter Ended September 30, 2019			For the Quarter Ended June 30, 2019
Revenue	$	37.32		$	41.01
Direct operating expenses
Less:  Lease operating expenses	(3.71		)	(4.20		)
Less:  Gathering, transportation and processing	(1.41		)	(1.25		)
Less:  Taxes other than income	(2.03		)	(2.21		)
Less:  Exploration expense	(0.60		)	(0.61		)
Less:  General & administrative expense(1)	(2.21		)	(2.70		)
Less:  Transaction related expense	—			(0.01		)
Total cash operating costs	(9.96		)	(10.98		)
Cash Operating Margin	$	27.36		$	30.03
Margin (%)	73		%	73		%
Non-cash expenses
Less:  Asset retirement obligations accretion	$	(0.21	)	$	(0.23	)
Less:  Depreciation, depletion, and amortization	(21.94		)	(21.28		)
Less: Amortization on intangible assets	(0.55		)	(0.61		)
Less: Non-cash stock based compensation	(0.43		)	(0.52		)
Total non-cash expenses	(23.13		)	(22.64		)
Operating margin	$	4.23		$	7.39
Margin (%)	11		%	18		%
Adjustments
Add:  Transaction related expense	$	—		$	0.01
Adjusted operating margin	$	4.23		$	7.40
Margin (%)	11		%	18		%

(1) General & administrative expense excludes non-cash stock based compensation of $2.8 million and $3.1 million, or $0.43 and $0.52 per Boe, for the three months ended September 30, 2019 and June 30, 2019, respectively.

Magnolia Oil & Gas Corporation

Non-GAAP Financial Measures

Reconciliation of net cash provided by operating activities to cash flows from operations before changes in operating assets and liabilities

Cash flows from operations before changes in operating assets and liabilities is a non-GAAP financial measure. Management believes it is useful for investors and widely accepted by those following the oil and gas industry as a financial indicator of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies and is frequently included in published research when providing investment recommendations. Cash flows from operations before changes in operating assets and liabilities, therefore, is an additional measure of liquidity but is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing, or financing activities.

(In thousands)	For the Three Months Ended September 30, 2019		For the Nine Months Ended September 30, 2019
Net cash provided by operating activities	$	179,220	$	488,611
Changes in operating assets and liabilities	5,858		(6,473		)
Cash flows from operations before changes in operating assets and liabilities	$	173,362	$	495,084

8

EX-99.2

Exhibit 99.2

Third Quarter 2019 Earnings Presentation November 4, 2019 Stephen I. Chazen – Chairman, President & CEO Christopher Stavros – Executive Vice President & CFO Brian Corales – Vice President, Investor Relations

Disclaimer 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. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput, and certificates related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, reductions in cash flow, lack of access to capital, Magnolia’s ability to satisfy future cash obligations, restrictions in existing or future debt agreements, the timing of development expenditures, managing growth and integration of acquisitions, failure to realize expected value creation from property acquisitions, and the defects and limited control over non-operated properties. Should one or more of the risks or uncertainties described in this presentation and the oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different 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, 2018 filed with the SEC on February 27, 2019. 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 operating margin, adjusted net income and adjusted earnings. 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 operating margin, 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 operating margin, 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 Adjusted EBITDAX, adjusted operating margin, adjusted net income and adjusted earnings 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 operating margin, adjusted EBITDAX and adjusted net income may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes 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 operating margin, adjusted operating margin per Boe, adjusted net income, and adjusted EBITDAX may not be comparable to similar measures of other companies in our industry. An adjusted operating margin per Boe reconciliation is shown on page 8 of the presentation, an adjusted EBITDAX reconciliation is shown on page 9 of the presentation, adjusted Net Income reconciliation is shown on page 14 and adjusted earnings 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. 2

3rd Magnolia Oil & Gas – Quarter 2019 Highlights • Grew total Company production nearly 10% sequentially to 71.3 Mboe/d (54% oil) ‒ Karnes production grew 12% sequentially due to new wells turned in-line • Oil realizations averaged 105% of WTI for the quarter • Total cash operating costs including G&A declined to $9.96/Boe as compared to $10.98/Boe in the 2nd Quarter of 2019 • Generated $183 million of adjusted EBITDAX compared to $88 million of D&C capital expenditures (48%) • Generated $173 million in cash flow from operations before changes in working capital and increased our cash position by $68 million. • Ended the quarter with $164 million of cash on the balance sheet and no borrowings on our $550 million revolver • Repurchased ~1 million shares during the quarter for a weighted average price of $10.23/share 3

Magnolia Oil & Gas – Q3 2019 Key Metrics Earnings and EPS (GAAP) (1) Total Production Oil Realizations (2) $7.8 Million $0.05 Per Share 71.3 Mboe/d (54% oil) ~10% Sequential Growth $59.05/Bbl (105% of WTI) Adj. Net Income, Adj. EPS and Total Shares(3) (4) Adjusted EBITDAX (3) D&C Capex $16.2 Million Adjusted EPS $0.06 258.9 Million Shares $183.4 Million $88.4 Million (48% of Adjusted EBITDAX) (1) (2) (3) (4) Earnings is attributed to Class A Common Stock only. Based on Average WTI prices for Q3 2019. Adjusted net income, Adjusted EPS and Adjusted EBI TDAX are non-GAAP measures. For a reconciliation to the most directly comparable GAAP measure see pages 9, 14 and 15. Weighted average total shares outstanding include diluted weighted average shares of Class A common stock outstanding during the period and Class B common stock, which are anti-dilutive in the calculation of weighted average number of common shares outstanding. 4

Q3 2019 Cash Flow Summary ($ In Millions) $300 4 6 10 $250 98 $200 173 $150 $100 $50 $0 Other (2) Cash 6/30/19 Cash Flow from Operations (1) Working Capital Changes Common Stock Repurchases D&C and Facilities Capital Cash 9/30/19 (1) Cash flow from operations before changes in working capital. (2) Includes $1.3 million related to cash acquisition expenditures. 5 164 97

Magnolia Oil & Gas – Summary Balance Sheet Cash $164,489 $135,758 Current assets 127,766 156,601 Property, plant and equipment, net 3,180,166 3,073,204 Other assets 60,712 67,960 Current liabilities $190,311 $197,361 Long-term debt, net 389,528 388,635 Other long-term liabilities 169,341 139,572 Total stockholders' equity 2,783,953 2,707,955 6 Total liabilities and equity$3,533,133$3,433,523 Total assets$3,533,133$3,433,523 (in thousands) September 30, 2019December 31, 2018

Magnolia Oil & Gas – Operating Highlights Production: Oil (MBbls) Natural Gas (MMcf) NGLs (MBbls) 3,520 10,763 1,245 3,189 10,057 1,060 Average Daily Production: Oil (Bbls/d) Natural Gas (Mcf/d) NGLs (Bbls/d) 38,261 116,989 13,533 35,044 110,516 11,648 Revenues (in thousands): Oil Sales Natural Gas Sales NGL Sales $207,840 21,243 15,716 $204,513 22,590 15,855 Average Sales Price: Oil (per Bbl) Natural Gas (per Mcf) NGL (per Bbl) $59.05 1.97 12.62 $64.13 2.25 14.96 NYMEX WTI ($/Bbl) NYMEX Henry Hub($/Mcf) Realization to benchmark (1): Oil (per Bbl) Natural Gas (per Mcf) $56.45 2.23 $59.83 2.64 105% 88% 107% 85% Operating Expenses (in thousands): Lease Operating Expenses Gathering, Transportation and Processing Taxes Other Than Income Depreciation, Depletion and Amortization $24,344 9,270 13,333 143,894 $24,895 7,431 13,091 126,102 Operating Costs (per Boe): Lease Operating Expenses Gathering, Transportation and Processing Taxes Other Than Income Depreciation, Depletion and Amortization (1) Benchmarks are the NYMEX WTI and NYMEX HH average prices for oil and natural gas, respectively. $3.71 1.41 2.03 21.94 $4.20 1.25 2.21 21.28 7 Total (per Boe)$37.32$41.01 Total Revenues$244,799$242,958 Total (Mboe)71,29265,111 Total (Mboe)6,5595,925 For the Quarter EndedFor the Quarter Ended September 30, 2019June 30, 2019

Magnolia Oil & Gas – Margins September 30, 2019 June 30, 2019 Revenue Less: Lease Operating Expenses Less: Gathering, Transportation & Processing Less: Taxes Other Than Income Less: Exploration Expense Less: General & Administrative Expense (1) Less: Transaction Related Expense Total Cash Operating Costs(2) Cash Operating Margin $37.32 (3.71) (1.41) (2.03) (0.60) (2.21) - $41.01 (4.20) (1.25) (2.21) (0.61) (2.70) (0.01) (9.96) (10.98) $27.36 $30.03 Less: Asset Retirement Obligations Accretion Less: Depreciation, Depletion, and Amortization Less: Amortization on Intangible Assets Less: Non-cash stock based compensation Total non-cash expenses Operating Margin (0.21) (21.94) (0.55) (0.43) (0.23) (21.28) (0.61) (0.52) (23.13) (22.64) $4.23 $7.39 Add: Transaction Related Expense Adjusted Operating Margin (2) - 0.01 $4.23 $7.40 (1) General & administrative expense excludes non-cash stock based compensation of $2.8 million and $3.1 million, or $0.43 and $0.52 per Boe, for the three months ended September 30, 2019 and June 30, 2019, respectively. (2) Adjusted Operating Margin and Total Cash Operating Costs are non-GAAP measures. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.” 8 Margin %11%18% Margin %11%18% Margin %73%73% $ / Boe, unless otherwise notedFor the Quarter EndedFor the Quarter Ended

Reconciliation of Net Income to Adjusted EBITDAX September 30, 2019 June 30, 2019 Net income (1) $17,357 $31,303 Exploration expense 3,924 3,617 Asset retirement obligation accretion 1,394 1,373 Depreciation, depletion and amortization 143,894 126,102 Amortization of intangible assets 3,626 3,626 Interest expense 6,896 7,299 Income tax expense 3,529 5,145 Non-cash stock based compensation expense $2,829 $3,115 Transaction related costs (2) - 85 (1) (2) Includes net income attributable to noncontrolling interest. Transaction costs incurred related to the execution of our business combination with EnerVest, Ltd. and its affiliates and the Harvest acquisition, including legal fees, advisory fees, consulting fees, accounting fees, employee placement fees, and other transaction and facilitation costs. 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.” 9 (3) Adjusted EBITDAX (3) $183,449$181,665 EBITDAX (3) $180,620$178,465 (in thousands) Adjusted EBITDAX reconciliation to net income:For the Quarter EndedFor the Quarter Ended

Cash Flow Summary from Inception ($ In Millions) $1,000 9 10 27 $900 $800 233 62% of OCF $700 $600 816 $500 507 $400 $300 41% Increase $200 $100 $0 Other (2) Acquisitions (3) Opening Cash Cash Flow from Operations After Closing Transaction Costs Working Capital Changes Common Stock Repurchases D&C and Facilities Capital Cash 9/30/19 After Transaction (1) (1) Represents cash remaining after cash held in Trust ($656 MM) and proceeds from debt ($400 MM) and equity ($355 MM) issuances were used to pay for the EnerVest acquisition ($1.2 Bn), deferred underwriting comp ($23 MM), debt issuance costs ($23 MM), repayment of the Sponsor Loan ($1 MM), and transaction costs ($31 MM) on 7/31. Primarily includes payment to settle Giddings earnout and final settlement of EnerVest Acquisition. Acquisitions include leasehold acquisitions and are net of partner contributions. 10 (2) (3) 164 116

Achieving Key Objectives Through Steady Growth Production Growth Karnes Net Acreage Additions Since Inception (1) (1) Q3 2018 Successor Period is July 31, 2018 through September 30, 2018. 11 Magnolia has added ~7,500 net acres to its Karnes position, representing a 52% increase over original amount

Appendix

Magnolia Oil & Gas – Overview • ~450,000 Net Acre Position Targeting Two of the Top Oil Plays in the U.S. 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: • • – ~22,000 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 – – Trading Symbol (NYSE) MGY Common Shares Outstanding (1) 259.1 million Source: IHS Performance Evaluator. Industry Leading Breakevens ($/Bbl WTI) Long-term Debt - Principal $400 million $39 $39 $38 $35 $34 $28 Q3 2019 Net Production (Mboe/d) (2) 49.2 22.1 71.3 Source: RSEG. (1) Common Stock outstanding includes Class A and Class B Stock. (2) Giddings Includes “other” production not located in the Giddings Field. 13 $32 $45 Karnes Austin Karnes Lower Chalk Eagle Ford Midland Delaware DJ Basin Eagle Ford STACK Bakken Total Enterprise Value $2.9 billion Operating Statistics Karnes Giddings Total Net Acreage 21,946 428,682 450,628 Market Capitalization $2.6 billion Share Price as of 11/1/2019 $10.15 Market Statistics Karnes County Gonzales Dewitt Wilson Giddings Field

Adjusted Net Income Reconciliation September 30, 2019 June 30, 2019 Net income (1) $17,357 $31,303 Income tax expense $3,529 $5,145 Income before income taxes $20,886 $36,448 Adjustments for certain items affecting comparability: Adjusted income tax expense (2) (4,720) (7,654) Transaction costs - 85 Tax impact of adjustments - (18) September 30, 2019 June 30, 2019 Diluted weighted average of Class A Common Stock outstanding during the period 167,108 159,057 Weighted average shares of Class B Common Stock outstanding during the period (4) 91,790 91,790 258,898 250,847 impact of other securities (4) (1) (2) I ncludes net income attributable to noncontrolling interest. Represents corporate income taxes at an assumed effective tax rate of 22.6 percent and 21.0 percent for the three months ended September 30, 2019 and June 30, 2019, respectively, applied to income before income taxes. Adjusted Net I ncome is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measure.” 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. 14 (3) (4) Total weighted average shares of Class A and B Common Stock, including dilutive (in thousands) Total Share CountFor the Quarter EndedFor the Quarter Ended Adjusted net income (3) $16,166$28,861 (in thousands) Adjusted Net IncomeFor the Quarter EndedFor the Quarter Ended

Adjusted Earnings Reconciliation Net income attributable to Class A Common Stock $7,784 $0.05 $18,506 $0.12 Adjustments for certain items affecting comparability (1) Non-cash deemed dividend 2,763 0.01 - - Transaction costs - - 85 - Change in estimated income tax - - (18) - (1) Includes amounts attributable to Class A Common Stock. 15 Adjusted earnings$10,547$0.06$18,573$0.12 (in thousands) For the Quarter EndedPer Share DilutedFor the Quarter EndedPer Share Diluted September 30, 2019EPSJune 30, 2019EPS

Magnolia Oil & Gas – Production Results Production: Oil (MBbls) 3,520 3,106 414 3,189 2,797 392 Natural Gas (MMcf) 10,763 4,256 6,507 10,057 3,761 6,296 NGLs (MBbls) 1,245 714 531 1,060 561 499 Average Daily Production Volume: Oil (MBbls/d) 38.3 33.8 4.5 35.0 30.7 4.3 Natural Gas (MMcf/d) 117.0 46.3 70.7 110.5 41.3 69.2 NGLs (MBbls/d) 13.5 7.7 5.8 11.6 6.2 5.4 16 Total (MBoe/d) 71.3 49.2 22.1 65.1 43.8 21.3 Total (Mboe) 6,559 4,529 2,030 5,925 3,985 1,940 Combined Karnes Giddings & Other Three Months Ended September 30, 2019 Combined Karnes Giddings & Other Three Months Ended June 30, 2019

XML

Document and Entity Information	Nov. 04, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2019
Entity Registrant Name	Magnolia Oil & Gas Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38083
Entity Tax Identification Number	81-5365682
Entity Address, Address Line One	Nine Greenway Plaza, Suite 1300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77046
City Area Code	713
Local Phone Number	842-9050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	MGY
Security Exchange Name	NYSE
Entity Central Index Key	0001698990
Amendment Flag	false