Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38083 | |
Entity Registrant Name | Magnolia Oil & Gas Corp | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | |
Trading Symbol | MGY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001698990 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 188,853,781 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,710,432 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 501,891 | $ 366,982 |
Accounts receivable | 247,402 | 149,769 |
Drilling advances | 37 | 615 |
Other current assets | 1,150 | 552 |
Total current assets | 750,480 | 517,918 |
PROPERTY, PLANT AND EQUIPMENT | ||
Oil and natural gas properties | 2,594,358 | 2,381,812 |
Other | 8,337 | 7,036 |
Accumulated depreciation, depletion and amortization | (1,283,118) | (1,172,761) |
Total property, plant and equipment, net | 1,319,577 | 1,216,087 |
OTHER ASSETS | ||
Deferred financing costs, net | 6,544 | 3,701 |
Other long-term assets | 10,189 | 9,036 |
Total other assets | 16,733 | 12,737 |
TOTAL ASSETS | 2,086,790 | 1,746,742 |
CURRENT LIABILITIES | ||
Accounts payable | 186,844 | 127,909 |
Other current liabilities (Note 7) | 146,183 | 90,636 |
Total current liabilities | 333,027 | 218,545 |
LONG-TERM LIABILITIES | ||
Long-term debt, net | 389,216 | 388,087 |
Asset retirement obligations, net of current | 91,420 | 89,715 |
Other long-term liabilities | 4,570 | 5,146 |
Total long-term liabilities | 485,206 | 482,948 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
Additional paid-in capital | 1,647,637 | 1,689,500 |
Treasury Stock, at cost, 18,283 shares and 14,168 shares in 2022 and 2021, respectively | (257,837) | (164,599) |
Accumulated deficit | (291,546) | (708,168) |
Noncontrolling interest | 170,279 | 228,492 |
Total equity | 1,268,557 | 1,045,249 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,086,790 | 1,746,742 |
Class A Common Stock | ||
Common stock | 21 | 19 |
Class B Common Stock | ||
Common stock | $ 3 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Treasury stock (in shares) | 18,283,000 | 14,168,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,300,000,000 | 1,300,000,000 |
Common stock, shares issued (in shares) | 208,729,000 | 193,437,000 |
Common stock, shares outstanding (in shares) | 190,446,000 | 179,270,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 |
Common stock, shares issued (in shares) | 28,710,000 | 49,293,000 |
Common stock, shares outstanding (in shares) | 28,710,000 | 49,293,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||||
Total revenues | $ 484,649 | $ 252,050 | $ 862,489 | $ 461,157 |
OPERATING EXPENSES | ||||
Lease operating expenses | 32,604 | 21,971 | 61,348 | 41,363 |
Gathering, transportation and processing | 16,381 | 10,287 | 32,221 | 20,530 |
Taxes other than income | 27,411 | 13,812 | 48,293 | 24,574 |
Exploration expenses | 3,408 | 62 | 8,946 | 2,124 |
Asset retirement obligations accretion | 802 | 1,405 | 1,590 | 2,736 |
Depreciation, depletion and amortization | 57,254 | 43,332 | 110,360 | 86,275 |
Amortization of intangible assets | 0 | 7,233 | 0 | 9,346 |
General and administrative expenses | 18,530 | 24,757 | 35,601 | 45,122 |
Total operating expenses | 156,390 | 122,859 | 298,359 | 232,070 |
OPERATING INCOME | 328,259 | 129,191 | 564,130 | 229,087 |
OTHER INCOME (EXPENSE) | ||||
Interest expense, net | (7,017) | (8,752) | (16,374) | (16,046) |
Loss on derivatives, net | 0 | (2,004) | 0 | (2,486) |
Other income (expense), net | 6,538 | 135 | 6,744 | (94) |
Total other expense, net | (479) | (10,621) | (9,630) | (18,626) |
INCOME BEFORE INCOME TAXES | 327,780 | 118,570 | 554,500 | 210,461 |
Income tax expense | 27,875 | 2,398 | 45,975 | 2,797 |
NET INCOME | 299,905 | 116,172 | 508,525 | 207,664 |
LESS: Net income attributable to noncontrolling interest | 49,322 | 31,727 | 91,903 | 59,975 |
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCK | $ 250,583 | $ 84,445 | $ 416,622 | $ 147,689 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 188,146 | 175,169 | 185,377 | 171,083 |
Diluted (in shares) | 188,589 | 176,129 | 185,894 | 172,085 |
Class A Common Stock | ||||
NET INCOME PER SHARE OF CLASS A COMMON STOCK | ||||
Basic (in dollars per share) | $ 1.32 | $ 0.48 | $ 2.23 | $ 0.86 |
Diluted (in dollars per share) | $ 1.32 | $ 0.48 | $ 2.22 | $ 0.85 |
Oil revenues | ||||
REVENUES | ||||
Total revenues | $ 332,791 | $ 188,701 | $ 595,459 | $ 335,659 |
Natural gas revenues | ||||
REVENUES | ||||
Total revenues | 85,345 | 33,314 | 141,925 | 68,977 |
Natural gas liquids revenues | ||||
REVENUES | ||||
Total revenues | $ 66,513 | $ 30,035 | $ 125,105 | $ 56,521 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Stockholders’ Equity | Total Stockholders’ Equity Class A Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid In Capital | Additional Paid In Capital Class B Common Stock | Treasury Stock | Treasury Stock Class A Common Stock | Accumulated Deficit | Noncontrolling Interest | Noncontrolling Interest Class B Common Stock |
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2020 | 168,755 | 85,790 | ||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 839,422 | $ 548,162 | $ 17 | $ 9 | $ 1,712,544 | $ (38,958) | $ (1,125,450) | $ 291,260 | ||||||
Treasury Stock, Balance at beginning of period (in shares) at Dec. 31, 2020 | 5,475 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock based compensation expense, net of forfeitures | 6,233 | 4,412 | 4,412 | 1,821 | ||||||||||
Changes in ownership interest adjustment | 0 | (1,738) | (1,738) | 1,738 | ||||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 404 | |||||||||||||
Common stock issued related to stock based compensation and other, net | (1,299) | (883) | (883) | (416) | ||||||||||
Class A Common Stock repurchases (in shares) | 3,998 | |||||||||||||
Class A Common Stock repurchases | $ (44,328) | $ (44,328) | $ (44,328) | |||||||||||
Class B Common Stock purchase and cancellation (in shares) | (10,000) | |||||||||||||
Class B Common Stock purchase and cancellation | $ (122,531) | $ (2) | $ 2 | $ (122,531) | ||||||||||
Non-compete settlement (in shares) | 375 | |||||||||||||
Non-compete settlement | (42,074) | (29,758) | (29,758) | (12,316) | ||||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 15,266 | (15,266) | ||||||||||||
Conversion of Class B Common Stock to Class A Common Stock | 0 | $ 1 | $ (1) | |||||||||||
Distributions to noncontrolling interest owners | (431) | (431) | ||||||||||||
Net income | 207,664 | 147,689 | 147,689 | 59,975 | ||||||||||
Common Stock, Balance at end of period (in shares) at Jun. 30, 2021 | 184,800 | 60,524 | ||||||||||||
Balance at end of period at Jun. 30, 2021 | 842,656 | 623,556 | $ 18 | $ 6 | 1,684,579 | $ (83,286) | (977,761) | 219,100 | ||||||
Treasury Stock, Balance at end of period (in shares) at Jun. 30, 2021 | 9,473 | |||||||||||||
Common Stock, Balance at beginning of period (in shares) at Mar. 31, 2021 | 183,540 | 66,624 | ||||||||||||
Balance at beginning of period at Mar. 31, 2021 | 844,012 | 609,814 | $ 18 | $ 7 | 1,731,234 | $ (59,239) | (1,062,206) | 234,198 | ||||||
Treasury Stock, Balance at beginning of period (in shares) at Mar. 31, 2021 | 7,448 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock based compensation expense, net of forfeitures | 3,528 | 2,577 | 2,577 | 951 | ||||||||||
Changes in ownership interest adjustment | 0 | (30,662) | (30,662) | 30,662 | ||||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 160 | |||||||||||||
Common stock issued related to stock based compensation and other, net | (61) | (44) | (44) | (17) | ||||||||||
Class A Common Stock repurchases (in shares) | 2,025 | |||||||||||||
Class A Common Stock repurchases | $ (24,047) | (24,047) | $ (24,047) | |||||||||||
Class B Common Stock purchase and cancellation (in shares) | (5,000) | |||||||||||||
Class B Common Stock purchase and cancellation | $ (71,750) | $ (1) | $ 1 | (71,750) | ||||||||||
Non-compete settlement | (24,922) | (18,527) | (18,527) | (6,395) | ||||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 1,100 | (1,100) | ||||||||||||
Distributions to noncontrolling interest owners | (276) | (276) | ||||||||||||
Net income | 116,172 | 84,445 | 84,445 | 31,727 | ||||||||||
Common Stock, Balance at end of period (in shares) at Jun. 30, 2021 | 184,800 | 60,524 | ||||||||||||
Balance at end of period at Jun. 30, 2021 | 842,656 | 623,556 | $ 18 | $ 6 | 1,684,579 | $ (83,286) | (977,761) | 219,100 | ||||||
Treasury Stock, Balance at end of period (in shares) at Jun. 30, 2021 | 9,473 | |||||||||||||
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2021 | 179,270 | 49,293 | 193,437 | 49,293 | ||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 1,045,249 | 816,757 | $ 19 | $ 5 | 1,689,500 | $ (164,599) | (708,168) | 228,492 | ||||||
Treasury Stock, Balance at beginning of period (in shares) at Dec. 31, 2021 | 14,168 | 14,168 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock based compensation expense, net of forfeitures | $ 6,402 | 5,349 | 5,349 | 1,053 | ||||||||||
Changes in ownership interest adjustment | 0 | (4,900) | (4,900) | 4,900 | ||||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 659 | |||||||||||||
Common stock issued related to stock based compensation and other, net | (6,102) | (5,029) | (5,029) | (1,073) | ||||||||||
Class A Common Stock repurchases (in shares) | 4,115 | |||||||||||||
Class A Common Stock repurchases | $ (93,238) | (93,238) | $ (93,238) | |||||||||||
Class B Common Stock purchase and cancellation (in shares) | (5,950) | |||||||||||||
Class B Common Stock purchase and cancellation | $ (138,753) | (138,753) | ||||||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 14,633 | (14,633) | ||||||||||||
Conversion of Class B Common Stock to Class A Common Stock | 0 | $ 2 | $ (2) | |||||||||||
Distributions to noncontrolling interest owners | (16,243) | |||||||||||||
Dividends declared ($0.20 per share) | (37,283) | (37,283) | (37,283) | |||||||||||
Net income | 508,525 | 416,622 | 416,622 | 91,903 | ||||||||||
Common Stock, Balance at end of period (in shares) at Jun. 30, 2022 | 190,446 | 28,710 | 208,729 | 28,710 | ||||||||||
Balance at end of period at Jun. 30, 2022 | $ 1,268,557 | 1,098,278 | $ 21 | $ 3 | 1,647,637 | $ (257,837) | (291,546) | 170,279 | ||||||
Treasury Stock, Balance at end of period (in shares) at Jun. 30, 2022 | 18,283 | 18,283 | ||||||||||||
Common Stock, Balance at beginning of period (in shares) at Mar. 31, 2022 | 203,762 | 35,594 | ||||||||||||
Balance at beginning of period at Mar. 31, 2022 | $ 1,072,368 | 897,588 | $ 20 | $ 4 | 1,649,111 | $ (209,418) | (542,129) | 174,780 | ||||||
Treasury Stock, Balance at beginning of period (in shares) at Mar. 31, 2022 | 16,218 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock based compensation expense, net of forfeitures | 3,517 | 2,990 | 2,990 | 527 | ||||||||||
Changes in ownership interest adjustment | 0 | (4,305) | (4,305) | 4,305 | ||||||||||
Common stock issued related to stock based compensation and other, net (in shares) | 83 | |||||||||||||
Common stock issued related to stock based compensation and other, net | (188) | (159) | (159) | (29) | ||||||||||
Class A Common Stock repurchases (in shares) | 2,065 | |||||||||||||
Class A Common Stock repurchases | $ (48,419) | $ (48,419) | $ (48,419) | |||||||||||
Class B Common Stock purchase and cancellation (in shares) | (2,000) | |||||||||||||
Class B Common Stock purchase and cancellation | $ (54,020) | $ (54,020) | ||||||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 4,884 | (4,884) | ||||||||||||
Conversion of Class B Common Stock to Class A Common Stock | 0 | $ 1 | $ (1) | |||||||||||
Distributions to noncontrolling interest owners | (4,606) | (4,606) | ||||||||||||
Net income | 299,905 | 250,583 | 250,583 | 49,322 | ||||||||||
Common Stock, Balance at end of period (in shares) at Jun. 30, 2022 | 190,446 | 28,710 | 208,729 | 28,710 | ||||||||||
Balance at end of period at Jun. 30, 2022 | $ 1,268,557 | $ 1,098,278 | $ 21 | $ 3 | $ 1,647,637 | $ (257,837) | $ (291,546) | $ 170,279 | ||||||
Treasury Stock, Balance at end of period (in shares) at Jun. 30, 2022 | 18,283 | 18,283 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET INCOME | $ 508,525 | $ 207,664 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 110,360 | 86,275 |
Amortization of intangible assets | 0 | 9,346 |
Asset retirement obligations accretion | 1,590 | 2,736 |
Amortization of deferred financing costs | 3,779 | 2,018 |
Unrealized loss on derivatives, net | 0 | 2,320 |
Stock based compensation | 6,402 | 6,233 |
Other | 0 | (85) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (97,633) | (37,682) |
Accounts payable | 58,935 | 29,509 |
Accrued liabilities | 27,675 | (6,322) |
Drilling advances | 578 | 2,561 |
Other assets and liabilities, net | (2,207) | 1,458 |
Net cash provided by operating activities | 618,004 | 306,031 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions | (4,347) | (9,409) |
Additions to oil and natural gas properties | (207,461) | (94,356) |
Changes in working capital associated with additions to oil and natural gas properties | 25,494 | 11,814 |
Other investing | (1,018) | (655) |
Net cash used in investing activities | (187,332) | (92,606) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Non-compete settlement | 0 | (42,074) |
Dividends paid | (37,176) | 0 |
Cash paid for debt modification | (5,272) | (4,976) |
Distributions to noncontrolling interest owners | (16,243) | (431) |
Other financing activities | (6,164) | (1,364) |
Net cash used in financing activities | (295,763) | (215,704) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 134,909 | (2,279) |
Cash and cash equivalents – Beginning of period | 366,982 | 192,561 |
Cash and cash equivalents – End of period | 501,891 | 190,282 |
Supplemental cash items: | ||
Cash paid for income taxes | 37,138 | 15 |
Cash paid for interest | 12,733 | 14,033 |
Supplemental non-cash investing and financing activity: | ||
Accruals or liabilities for capital expenditures | 55,430 | 28,182 |
Supplemental non-cash lease operating activity: | ||
Right-of-use assets obtained in exchange for operating lease obligations | 2,462 | 3,687 |
Class A Common Stock | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||
Common Stock repurchases | (92,155) | (44,328) |
Class B Common Stock | ||
CASH FLOW FROM FINANCING ACTIVITIES | ||
Common Stock repurchases | $ (138,753) | $ (122,531) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parenthetical) - $ / shares | 6 Months Ended | ||
Feb. 03, 2022 | Aug. 02, 2021 | Jun. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, dividends, declared (in dollars per share) | $ 0.20 | $ 0.08 | $ 0.20 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Organization and Nature of Operations 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 natural gas liquid (“NGL”) reserves. The Company’s oil and natural gas properties are located primarily in Karnes County and the Giddings area in South Texas where the Company targets the Eagle Ford Shale and 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. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 (the “2021 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the Notes to the Consolidated Financial Statements included in the Company’s 2021 Form 10-K. In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. Certain reclassifications of prior period financial statements have been made to conform to current reporting practices. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. The Company’s interests in oil and natural gas exploration and production ventures and partnerships are proportionately consolidated. The Company reflects a noncontrolling interest representing primarily the interest owned by the Magnolia LLC Unit Holders through their ownership of Magnolia LLC Units in the consolidated financial statements. The noncontrolling interest is presented as a component of equity. See Note for further discussion of the noncontrolling interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies As of June 30, 2022, the Company’s significant accounting policies are consistent with those discussed in Note 1—Organization and Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s 2021 Form 10-K. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Magnolia’s revenues include the sale of crude oil, natural gas, and NGLs. The Company has concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors and has reflected this disaggregation of revenue on the Company’s consolidated statements of operations for all periods presented. The Company’s receivables consist mainly of trade receivables from commodity sales and joint interest billings due from owners on properties the Company operates. Receivables from contracts with customers totaled $210.5 million as of June 30, 2022 and $125.1 million as of December 31, 2021. For further detail regarding the Company’s revenue recognition policies, please refer to Note 1—Organization and Summary of Significant Accounting Policies of the consolidated financial statements contained in the Company’s 2021 Form 10-K. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company settled all of its natural gas costless collar derivative contracts by September 30, 2021. From September 30, 2020 to September 30, 2021, Magnolia utilized natural gas costless collars to reduce its exposure to price volatility for a portion of its natural gas production volumes. The Company’s policies do not permit the use of derivative instruments for speculative purposes. Under the Company’s costless collar contracts, each collar had an established floor price and ceiling price. When the settlement price was below the floor price, the counterparty was required to make a payment to the Company and when the settlement price was above the ceiling price, the Company was required to make a payment to the counterparty. The Company elected not to designate any of its derivative instruments as hedging instruments. Accordingly, changes in the fair value of the Company’s derivative instruments were recorded immediately to earnings as “Loss on derivatives, net” on the Company’s consolidated statements of operations. The following table summarizes the effects of derivative instruments on the Company’s consolidated statements of operations during the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Derivative settlements, realized loss $ — $ (166) $ — $ (166) Unrealized loss on derivatives — (1,838) — (2,320) Loss on derivatives, net $ — $ (2,004) $ — $ (2,486) The Company had no outstanding derivative contracts in place as of June 30, 2022. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Certain of the Company’s assets and liabilities are carried at fair value and measured either on a recurring or nonrecurring basis. The Company’s fair value measurements are based either on actual market data or assumptions that other market participants would use in pricing an asset or liability in an orderly transaction, using the valuation hierarchy prescribed by GAAP under Accounting Standards Codification (“ASC”) 820. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. Recurring Fair Value Measurements The carrying value and fair value of the financial instrument that is not carried at fair value in the accompanying consolidated balance sheets at June 30, 2022 and December 31, 2021 is as follows: June 30, 2022 December 31, 2021 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt $ 389,216 $ 372,016 $ 388,087 $ 411,500 The fair value of the 2026 Senior Notes at June 30, 2022 and December 31, 2021 is based on unadjusted quoted prices in an active market, which is considered a Level 1 input in the fair value hierarchy. The Company has other financial instruments consisting primarily of receivables, payables, and other current assets and liabilities that approximate fair value due to the nature of the instruments and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in business combinations and asset retirement obligations. Nonrecurring Fair Value Measurements Certain of the Company’s assets and liabilities are measured at fair value on a nonrecurring basis. Specifically, stock based compensation is not measured at fair value on an ongoing basis but is subject to fair value calculations in certain circumstances. For further detail, see Note 12—Stock Based Compensation in the Notes to the Consolidated Financial Statements. There were no other nonrecurring fair value measurements as of June 30, 2022 or December 31, 2021. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Non-Compete Agreement On July 31, 2018 (the “Closing Date”), the Company and EnerVest, separate and apart from the Business Combination, entered into the Non-Compete, which prohibited EnerVest and certain of its affiliates from competing with the Company in the Eagle Ford Shale until July 31, 2022 (“Prohibited Period End Date”). In January 2021, the Company amended the Non-Compete such that, rather than delivering an aggregate of 4.0 million shares of Class A Common Stock upon the two and one-half year and the four year anniversaries of the Closing Date, the Company would deliver (i) the cash value of approximately 2.0 million shares of Class A Common Stock and approximately 0.4 million shares of Class A Common Stock on the two and one-half year anniversary of the Closing Date and (ii) an aggregate of 1.6 million shares of Class A Common Stock on the four year anniversary of the Closing Date, in each case subject to the terms and conditions of the Non-Compete. On February 1, 2021, as consideration for compliance with the Non-Compete, the Company paid $17.2 million in cash and issued 0.4 million shares of Class A Common Stock. On June 30, 2021, the Company amended the Prohibited Period End Date to terminate on June 30, 2021 and paid $24.9 million in cash in lieu of delivering the remaining 1.6 million shares of Class A Common Stock (the “Second Non-Compete Amendment”). The Second Non-Compete Amendment resulted in the Company accelerating the amortization of the remaining intangible assets. The Company includes the amortization in “Amortization of intangible assets” on the Company’s consolidated statements of operations. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities The following table provides detail of the Company’s other current liabilities for the periods presented: (In thousands) June 30, 2022 December 31, 2021 Accrued capital expenditures $ 55,430 $ 29,936 Accrued production taxes 17,140 10,084 Other 73,613 50,616 Total other current liabilities $ 146,183 $ 90,636 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt is comprised of the following: (In thousands) June 30, 2022 December 31, 2021 Revolving credit facility $ — $ — Senior Notes due 2026 400,000 400,000 Total long-term debt 400,000 400,000 Less: Unamortized deferred financing cost (10,784) (11,913) Long-term debt, net $ 389,216 $ 388,087 Credit Facility In connection with the consummation of the Business Combination, the RBL Facility was entered into by and among Magnolia Operating, as borrower, Magnolia Intermediate, as its holding company, the banks, financial institutions, and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto, and Citibank, N.A., as administrative agent, collateral agent, issuing bank, and swingline lender. On February 16, 2022, Magnolia Operating, as borrower, amended and restated the RBL Facility (“Amended and Restated RBL Facility”) in its entirety, providing for maximum commitments in an aggregate principal amount of $1.0 billion with a letter of credit facility with a $50.0 million sublimit, with an initial borrowing base of $450.0 million. The Amended and Restated RBL Facility, maturing in February 2026, is guaranteed by certain parent companies and subsidiaries of Magnolia LLC and is collateralized by certain of Magnolia Operating’s oil and natural gas properties. Borrowings under the Amended and Restated RBL Facility bear interest, at Magnolia Operating’s option, at a rate per annum equal to either the term SOFR rate or the alternative base rate plus the applicable margin. Additionally, Magnolia Operating is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the Amended and Restated RBL Facility. The applicable margin and the commitment fee rate are calculated based upon the utilization levels of the Amended and Restated RBL Facility as a percentage of unused lender commitments then in effect. The Amended and Restated RBL Facility contains certain affirmative and negative covenants customary for financings of this type, including compliance with a leverage ratio of less than 3.50 to 1.00 and a current ratio of greater than 1.00 to 1.00. As of June 30, 2022, the Company was in compliance with all covenants under the Amended and Restated RBL Facility. The Company incurred approximately $5.5 million of lender and transaction fees related to the modification of which $5.1 million were recorded as deferred financing costs and will be amortized prospectively over the remaining term of the Amended and Restated RBL Facility and $0.4 million of which were expensed and are reflected in “Interest expense, net” on the Company’s consolidated statements of operations for the six months ended June 30, 2022. Deferred financing costs in connection with the Amended and Restated RBL Facility are amortized on a straight-line basis over a period of four years from February 2022 to February 2026 and included in “Interest expense, net” in the Company’s consolidated statements of operations. The Company recognized interest expense related to the Amended and Restated RBL Facility and the RBL Facility, as applicable, of $1.0 million for each of the three months ended June 30, 2022 and 2021, and $3.7 million and $2.0 million for the six months ended June 30, 2022 and 2021, respectively. The unamortized portion of the deferred financing costs is included in “Deferred financing costs, net” on the accompanying consolidated balance sheet as of June 30, 2022. The Company did not have any outstanding borrowings under the Amended and Restated RBL Facility as of June 30, 2022. 2026 Senior Notes On July 31, 2018, the Issuers issued and sold $400.0 million aggregate principal amount of 2026 Senior Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2026 Senior Notes were issued under the Indenture, dated as of July 31, 2018 (the “Indenture”), by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee. The 2026 Senior Notes are guaranteed on a senior unsecured basis by the Company, Magnolia Operating, and Magnolia Intermediate and may be guaranteed by certain future subsidiaries of the Company. The 2026 Senior Notes will mature on August 1, 2026 and bear interest at the rate of 6.0% per annum. On April 5, 2021, the terms of the Indenture were amended to modify, among other things, the criteria used by the Company to make Restricted Payments (as defined in the Indenture). The amendment to the Indenture was accounted for as a debt modification. Costs incurred with third parties directly related to the modification were expensed as incurred. The Company incurred approximately $1.1 million of transaction fees in the second quarter of 2021 related to the modification which were expensed. The Company also paid $5.0 million in fees to holders of the 2026 Senior Notes, which fees are recorded as deferred financing costs and amortized using the new effective interest rate applied prospectively over the remaining term of the 2026 Senior Notes. Deferred financing costs related to the issuance of, and the amendment to the Indenture governing, the 2026 Senior Notes are amortized using the effective interest method over the term of the 2026 Senior Notes and are included in “Interest expense, net” in the Company’s consolidated statements of operations. The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the 2026 Senior Notes, which has been recorded as “Long-term debt, net” on the Company’s consolidated balance sheet as of June 30, 2022. The Company recognized interest expense related to the 2026 Senior Notes of $6.6 million and $7.7 million for the three months ended June 30, 2022 and 2021, respectively, and $13.1 million and $14.0 million for the six months ended June 30, 2022 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters From time to time, the Company is or may become involved in litigation in the ordinary course of business. Certain of the Magnolia LLC Unit Holders and EnerVest Energy Institutional Fund XIV-C, L.P. (collectively the “Co-Defendants”) and the Company have been named as defendants in a lawsuit where the plaintiffs claim to be entitled to a minority working interest in certain Karnes County Assets. The litigation is in the pre-trial stage. The exposure related to this litigation is currently not reasonably estimable. The Co-Defendants retained all such liability in connection with the Business Combination. A mineral owner in a Magnolia operated well in Karnes County, Texas filed a complaint with the Texas Railroad Commission (the “Commission”) challenging the validity of the permit to drill such well by questioning the long-standing process by which the Commission granted the permit. After the Commission affirmed the granting of the permit, and after judicial review of the Commission’s order by the 53rd Judicial District Court Travis County, Texas (the “District Court”), the District Court reversed and remanded the Commission’s order. The Commission and Magnolia have appealed the District Court’s judgment to the Third Court of Appeals in Austin, Texas. At June 30, 2022, the Company does not believe the outcome of any such disputes or legal actions will have a material effect on its consolidated statements of operations, balance sheet, or cash flows. No amounts were accrued with respect to outstanding litigation at June 30, 2022 or June 30, 2021. Environmental Matters The Company, as an owner or lessee and operator of oil and natural gas properties, is subject to various federal, state, and local laws and regulations relating to discharge of materials into, and the protection of, the environment. These laws and regulations may, among other things, impose liability on a lessee under an oil and natural gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in an affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks. Risks and Uncertainties The Company’s revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which depend on numerous factors beyond the Company’s control such as overall oil and natural gas production and inventories in relevant markets, economic conditions, the global and domestic political environments, regulatory developments, and competition from other energy sources. Oil and natural gas prices historically have been volatile and may be subject to significant fluctuations in the future. The coronavirus disease 2019 (“COVID-19”) pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the oil and natural gas industry. While oil and natural gas prices have increased since 2020, the extent of any further impact of the pandemic, including the emergence and spread of variant strains of COVID-19, on the Company’s industry and business cannot be reasonably predicted at this time. Further, Russia’s invasion of Ukraine in the first quarter of 2022, and global sanctions placed on Russia in response, have had and may continue to have a global impact on supply and demand for oil and natural gas. Magnolia continues to monitor any impacts from the Russia-Ukraine war on the global markets for its commodities. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision consists of the following components: Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Current: Federal $ 25,902 $ 1,645 $ 42,687 $ 1,645 State 1,973 753 3,288 1,152 27,875 2,398 45,975 2,797 Deferred: Federal — — — — State — — — — — — — — Income tax expense $ 27,875 $ 2,398 $ 45,975 $ 2,797 The Company is subject to U.S. federal income tax, margin tax in the state of Texas, and Louisiana corporate income tax. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rate for the three months ended June 30, 2022 and 2021 was 8.5% and 2.0%, respectively. The Company’s effective tax rate for the six months ended June 30, 2022 and 2021 was 8.3% and 1.3%, respectively. As a result of impairments in the first quarter of 2020, the Company established full valuation allowances on the federal and state deferred tax assets, which resulted in additional differences between the effective tax rate and the statutory rate as of June 30, 2022 and June 30, 2021. The primary differences between the annual effective tax rate and the statutory rate of 21.0% are income attributable to noncontrolling interest, state taxes, and valuation allowances. As of June 30, 2022, the Company did not have an accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. For the six months ended June 30, 2022, no amounts were incurred for income tax uncertainties or interest and penalties. Currently, the Company is not aware of any issues under review that could result in significant payments, accruals, or a material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examinations by its major taxing authorities for all periods. During the six months ended June 30, 2022, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. The redemption and exchange of these Magnolia LLC Units created additional tax basis in Magnolia LLC. There was no net tax impact as the Company recorded a full valuation allowance. As of June 30, 2022, the Company’s net deferred tax asset was $198.4 million. Management assessed whether it is more-likely-than-not that it will generate sufficient taxable income to realize its deferred income tax assets, including the investment in partnership and net operating loss carryforwards. In making this determination, the Company considered all available positive and negative evidence and made certain assumptions. The Company considered, among other things, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. As of June 30, 2022, the Company assessed the realizability of the deferred tax assets and recorded a full valuation allowance of $198.4 million. As commodity prices have improved during 2021 and 2022, Magnolia has begun to sustain a level of increased profitability such that, net of its net operating loss, Magnolia is beginning to project modest taxable income. Should this continue, increased weight will be given to positive operating results, along with projections of future taxable income, in determining whether future taxable income will be sufficient to provide for realization of the Company’s deferred tax assets, and if so, this new evidence may result in a change in estimate of the Company’s valuation allowance in the next 12 months. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Class A Common Stock At June 30, 2022, there were 208.7 million shares of Class A Common Stock issued and 190.4 million shares of Class A Common Stock outstanding. The holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters and are entitled one vote for each share held. There is no cumulative voting with respect to the election of directors, which results in the holders of more than 50% of the Company’s outstanding common shares being able to elect all of the directors, subject to voting obligations under the Stockholder Agreement. In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The holders of the Class A Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Class B Common Stock At June 30, 2022, there were 28.7 million shares of Class B Common Stock issued and outstanding. Holders of Class B Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders. The holders of Class B Common Stock generally have the right to exchange all or a portion of their shares of Class B Common Stock, together with an equal number of Magnolia LLC Units, for the same number of shares of Class A Common Stock or, at Magnolia LLC’s option, an equivalent amount of cash. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be canceled. In the event of a liquidation, dissolution, or winding up of Magnolia LLC, the holders of the Class B Common Stock, through their ownership of Magnolia LLC Units, are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of units of Magnolia LLC, if any, having preference over the common units. The holders of the Class B Common Stock have no preemptive or other subscription rights, and there are no sinking fund provisions applicable to such shares. Share Repurchases The Company’s board of directors has authorized a share repurchase program of up to 30.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. As of June 30, 2022, the Company had repurchased 17.7 million shares under the program at a cost of $246.3 million. During the six months ended June 30, 2022, the Company also repurchased 0.6 million shares of Class A Common Stock for $11.6 million from EnerVest Energy Institutional Fund XIV-C, L.P. outside of the share repurchase program. During the six months ended June 30, 2022 Magnolia LLC repurchased and subsequently canceled 5.9 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $138.8 million of cash consideration (the “Class B Common Stock Repurchases”). During the same period, the Magnolia LLC Unit Holders redeemed 14.6 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. During the six months ended June 30, 2021 Magnolia LLC repurchased and subsequently canceled 10.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $122.5 million of cash consideration (the “Class B Common Stock Repurchases”). During the same period, the Magnolia LLC Unit Holders redeemed 15.3 million Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock and subsequently sold these shares to the public. Magnolia did not receive any proceeds from the sale of shares of Class A Common Stock by the Magnolia LLC Unit Holders. Magnolia funded the Class B Common Stock Repurchases with cash on hand. Dividends and Distributions Distributions On February 3, 2022, Magnolia LLC declared a cash distribution of $0.20 per Magnolia LLC Unit totaling $45.9 million, of which $37.3 million was distributed to the Company and $8.6 million was distributed to the Magnolia LLC Unit Holders. On August 2, 2021, Magnolia LLC declared a cash distribution of $0.08 per Magnolia LLC Unit totaling $19.0 million, of which $14.2 million was distributed to the Company and $4.8 million was distributed to the Magnolia LLC Unit Holders. The distributions to the Magnolia LLC Unit Holders were recorded as a reduction of noncontrolling interest on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021. Dividends On February 3, 2022, the Company’s board of directors declared a semi-annual cash dividend of $0.20 per share of Class A Common Stock totaling approximately $37.3 million. The dividend was paid on March 1, 2022 to shareholders of record as of the close of business on February 14, 2022. On August 2, 2021, the Company’s board of directors declared a semi-annual interim cash dividend of $0.08 per share of Class A Common Stock totaling approximately $14.2 million. The dividend was paid on September 1, 2021 to shareholders of record as of the close of business on August 12, 2021. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital. The $37.3 million and $14.2 million dividends declared during the first quarter of 2022 and the third quarter of 2021, respectively, were recorded as a reduction of additional paid-in capital on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021. Noncontrolling Interest Noncontrolling interest in Magnolia’s consolidated subsidiaries includes amounts attributable to Magnolia LLC Units that were issued to the Magnolia LLC Unit Holders in connection with the Business Combination. The noncontrolling interest percentage is affected by various equity transactions such as issuances and repurchases of Class A Common Stock, the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) for Class A Common Stock, or the cancellation of Class B Common Stock (and corresponding Magnolia LLC Units). As of June 30, 2022, Magnolia owned approximately 86.9% of the interest in Magnolia LLC and the noncontrolling interest was approximately 13.1%. In the first quarter of 2019, Magnolia Operating formed Highlander Oil & Gas Holdings LLC (“Highlander”) as a joint venture whereby MGY Louisiana LLC, a wholly owned subsidiary of Magnolia Operating, holds approximately 84.7% of the units of Highlander, with the remaining 15.3% attributable to noncontrolling interest. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation On October 8, 2018, the Company’s board of directors adopted the “Magnolia Oil & Gas Corporation Long Term Incentive Plan” (as amended, the “Plan”), effective as of July 17, 2018. A total of 16.8 million shares of Class A Common Stock have been authorized for issuance under the Plan as of June 30, 2022. The Company grants stock based compensation awards in the form of restricted stock units (“RSU”), performance stock units (“PSU”), and performance restricted stock units (“PRSU”) to eligible employees and directors to enhance the Company and its affiliates’ ability to attract, retain, and motivate persons who make important contributions to the Company and its affiliates by providing these individuals with equity ownership opportunities. Shares issued as a result of awards granted under the Plan are generally new shares of Class A Common Stock. Stock based compensation expense is recognized net of forfeitures within “General and administrative expenses” and “Lease operating expenses” on the consolidated statements of operations and was $3.5 million for each of the three months ended June 30, 2022 and 2021, and $6.4 million and $6.2 million for the six months ended June 30, 2022 and 2021, respectively. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the three months ended June 30, 2022. Restricted Performance Performance Restricted Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at March 31, 2022 1,106,602 $ 11.33 278,485 $ 6.14 1,261,734 $ 13.29 Granted 45,548 24.30 — — 262 28.34 Vested (91,266) 11.75 — — (39) 10.84 Forfeited (7,370) 14.74 — — — — Unvested at June 30, 2022 1,053,514 $ 11.83 278,485 $ 6.14 1,261,957 $ 13.29 The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the six months ended June 30, 2022. Restricted Performance Performance Restricted Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,187,509 $ 8.94 460,414 $ 9.20 968,654 $ 9.36 Granted 287,219 20.92 — — 506,965 19.15 Granted for performance multiple (1) — — 90,965 13.88 — — Vested (407,108) 9.79 (272,894) 13.88 (212,726) 9.33 Forfeited (14,106) 12.66 — — (936) 11.38 Unvested at June 30, 2022 1,053,514 $ 11.83 278,485 $ 6.14 1,261,957 $ 13.29 (1) Upon completion of the performance period for the PSUs granted in 2019, a performance multiple of 150% was applied to each of the grants resulting in additional grants of PSUs in 2022. Restricted Stock Units The Company grants service-based RSU awards to employees, which generally vest ratably over a three-year or four-year service period, and to non-employee directors, which vest in full after one year. RSUs represent the right to receive shares of Class A Common Stock at the end of the vesting period equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Compensation expense for the service-based RSU awards is based upon the grant date market value of the award and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards. The aggregate fair value of RSUs that vested during the six months ended June 30, 2022 and 2021 was $10.2 million and $5.8 million, respectively. Unrecognized compensation expense related to unvested RSUs as of June 30, 2022 was $9.6 million, which the Company expects to recognize over a weighted average period of 2.6 years. Performance Stock Units and Performance Restricted Stock Units The Company grants PRSUs to certain employees. Each PRSU represents the contingent right to receive one share of Class A Common Stock once the PRSU is both vested and earned. PRSUs generally vest either ratably over a three-year service period or at the end of a three-year service period, in each case, subject to the recipient’s continued employment or service through each applicable vesting date. Each PRSU is earned based on whether Magnolia’s stock price achieves a target average stock price for any 20 consecutive trading days during the five-year performance period. If PRSUs are not earned by the end of the five-year performance period (“Performance Condition”), the PRSUs will be forfeited and no shares of Class A Common Stock will be issued, even if the vesting conditions have been met. Compensation expense for the PRSU awards is based upon grant date fair market value of the award, calculated using a Monte Carlo simulation, as presented below, and such costs are recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award, as if the award was, in-substance, multiple awards, as applicable. The aggregate fair value of PRSU awards that vested during the six months ended June 30, 2022 was $4.8 million. Unrecognized compensation expense related to unvested PRSUs as of June 30, 2022 was $12.9 million, which the Company expects to recognize over a weighted average period of 2.4 years. The Company grants PSUs to certain employees. Each PSU, to the extent earned, represents the contingent right to receive one share of Class A Common Stock and the awardee may earn between zero and 150% of the target number of PSUs granted based on the total shareholder return (“TSR”) of the Class A Common Stock relative to the TSR achieved by a specific industry peer group over a three-year performance period, the last day of which is also the vesting date. In addition to the TSR conditions, vesting of the PSUs is subject to the awardee’s continued employment through the date of settlement of the PSUs, which will occur within 60 days following the end of the performance period. The aggregate fair value of PSU awards that vested during the six months ended June 30, 2022 and 2021 was $5.5 million and $0.2 million, respectively. Unrecognized compensation expense related to unvested PSUs as of June 30, 2022 was $0.3 million, which the Company expects to recognize over a weighted average period of 0.6 years. The grant date fair values of the PRSUs granted during the six months ended June 30, 2022 and 2021, were $9.7 million and $9.5 million, respectively. Since the Performance Condition for the PRSUs granted in 2022 and 2021 were met on March 28, 2022 and March 17, 2021, respectively, the fair value of the PRSUs granted after the Performance Condition were met were based upon the grant date market value of the award. The fair values of the awards granted prior to the date the Performance Condition was met were determined using a Monte Carlo simulation. The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PRSUs in 2022 and 2021. Six Months Ended PRSU Grant Date Fair Value Assumptions June 30, 2022 June 30, 2021 Expected term (in years) 3.55 3.64 Expected volatility 59.58% 55.18% Risk-free interest rate 1.89% 0.56% Dividend yield 1.97% —% |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company’s unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed participating securities, and therefore dividends and net income allocated to such awards have been deducted from earnings in computing basic and diluted net income per share under the two-class method. Diluted net income per share attributable to common stockholders is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented. The components of basic and diluted net income per share attributable to common stockholders are as follows: Three Months Ended Six Months Ended (In thousands, except per share data) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Basic: Net income attributable to Class A Common Stock $ 250,583 $ 84,445 $ 416,622 $ 147,689 Less: Dividends and net income allocated to participating securities 2,373 642 3,756 819 Net income, net of participating securities $ 248,210 $ 83,803 $ 412,866 $ 146,870 Weighted average number of common shares outstanding during the period - basic 188,146 175,169 185,377 171,083 Net income per share of Class A Common Stock - basic $ 1.32 $ 0.48 $ 2.23 $ 0.86 Diluted: Net income attributable to Class A Common Stock $ 250,583 $ 84,445 $ 416,622 $ 147,689 Less: Dividends and net income allocated to participating securities 2,367 638 3,747 814 Net income, net of participating securities $ 248,216 $ 83,807 $ 412,875 $ 146,875 Weighted average number of common shares outstanding during the period - basic 188,146 175,169 185,377 171,083 Add: Dilutive effect of stock based compensation and other 443 960 517 1,002 Weighted average number of common shares outstanding during the period - diluted 188,589 176,129 185,894 172,085 Net income per share of Class A Common Stock - diluted $ 1.32 $ 0.48 $ 2.22 $ 0.85 For the three months ended June 30, 2022 and 2021, the Company excluded 33.8 million and 66.1 million, respectively, of weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units) as the effect was anti-dilutive. For the six months ended June 30, 2022 and 2021, the Company excluded 39.0 million and 73.1 million, respectively, weighted average shares of Class A Common Stock issuable upon the exchange of Class B Common Stock (and corresponding Magnolia LLC Units), as the effect was anti-dilutive. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAs of June 30, 2022, no entity held more than 10% of the Company’s common stock or qualified as a principal owner of the Company, as defined in ASC 850, “Related Party Disclosures.” |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn August 2, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share of Class A Common Stock, and Magnolia LLC declared a cash distribution of $0.10 per Magnolia LLC Unit to each holder of Magnolia LLC Units, each payable on September 1, 2022 to shareholders or members of record, as applicable, as of August 12, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 (the “2021 Form 10-K”). Except as disclosed herein, there have been no material changes to the information disclosed in the Notes to the Consolidated Financial Statements included in the Company’s 2021 Form 10-K. In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Effect of Derivative Instruments on Consolidated Statements of Operations | The following table summarizes the effects of derivative instruments on the Company’s consolidated statements of operations during the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Derivative settlements, realized loss $ — $ (166) $ — $ (166) Unrealized loss on derivatives — (1,838) — (2,320) Loss on derivatives, net $ — $ (2,004) $ — $ (2,486) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Fair Values of Financial Instruments Not Carried at Fair Value | The carrying value and fair value of the financial instrument that is not carried at fair value in the accompanying consolidated balance sheets at June 30, 2022 and December 31, 2021 is as follows: June 30, 2022 December 31, 2021 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt $ 389,216 $ 372,016 $ 388,087 $ 411,500 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The following table provides detail of the Company’s other current liabilities for the periods presented: (In thousands) June 30, 2022 December 31, 2021 Accrued capital expenditures $ 55,430 $ 29,936 Accrued production taxes 17,140 10,084 Other 73,613 50,616 Total other current liabilities $ 146,183 $ 90,636 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | The Company’s long-term debt is comprised of the following: (In thousands) June 30, 2022 December 31, 2021 Revolving credit facility $ — $ — Senior Notes due 2026 400,000 400,000 Total long-term debt 400,000 400,000 Less: Unamortized deferred financing cost (10,784) (11,913) Long-term debt, net $ 389,216 $ 388,087 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision (Benefit) | The Company’s income tax provision consists of the following components: Three Months Ended Six Months Ended (In thousands) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Current: Federal $ 25,902 $ 1,645 $ 42,687 $ 1,645 State 1,973 753 3,288 1,152 27,875 2,398 45,975 2,797 Deferred: Federal — — — — State — — — — — — — — Income tax expense $ 27,875 $ 2,398 $ 45,975 $ 2,797 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Unvested RSU, PSU, and PRSU Activity | The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the three months ended June 30, 2022. Restricted Performance Performance Restricted Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at March 31, 2022 1,106,602 $ 11.33 278,485 $ 6.14 1,261,734 $ 13.29 Granted 45,548 24.30 — — 262 28.34 Vested (91,266) 11.75 — — (39) 10.84 Forfeited (7,370) 14.74 — — — — Unvested at June 30, 2022 1,053,514 $ 11.83 278,485 $ 6.14 1,261,957 $ 13.29 The following table presents a summary of Magnolia’s unvested RSU, PSU, and PRSU activity for the six months ended June 30, 2022. Restricted Performance Performance Restricted Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,187,509 $ 8.94 460,414 $ 9.20 968,654 $ 9.36 Granted 287,219 20.92 — — 506,965 19.15 Granted for performance multiple (1) — — 90,965 13.88 — — Vested (407,108) 9.79 (272,894) 13.88 (212,726) 9.33 Forfeited (14,106) 12.66 — — (936) 11.38 Unvested at June 30, 2022 1,053,514 $ 11.83 278,485 $ 6.14 1,261,957 $ 13.29 (1) Upon completion of the performance period for the PSUs granted in 2019, a performance multiple of 150% was applied to each of the grants resulting in additional grants of PSUs in 2022. |
Schedule of Assumptions Used to Calculate Grant Date Fair Value of PRSUs | The following table summarizes the Monte Carlo simulation assumptions used to calculate the grant date fair value of the PRSUs in 2022 and 2021. Six Months Ended PRSU Grant Date Fair Value Assumptions June 30, 2022 June 30, 2021 Expected term (in years) 3.55 3.64 Expected volatility 59.58% 55.18% Risk-free interest rate 1.89% 0.56% Dividend yield 1.97% —% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Per Share Computation | The components of basic and diluted net income per share attributable to common stockholders are as follows: Three Months Ended Six Months Ended (In thousands, except per share data) June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Basic: Net income attributable to Class A Common Stock $ 250,583 $ 84,445 $ 416,622 $ 147,689 Less: Dividends and net income allocated to participating securities 2,373 642 3,756 819 Net income, net of participating securities $ 248,210 $ 83,803 $ 412,866 $ 146,870 Weighted average number of common shares outstanding during the period - basic 188,146 175,169 185,377 171,083 Net income per share of Class A Common Stock - basic $ 1.32 $ 0.48 $ 2.23 $ 0.86 Diluted: Net income attributable to Class A Common Stock $ 250,583 $ 84,445 $ 416,622 $ 147,689 Less: Dividends and net income allocated to participating securities 2,367 638 3,747 814 Net income, net of participating securities $ 248,216 $ 83,807 $ 412,875 $ 146,875 Weighted average number of common shares outstanding during the period - basic 188,146 175,169 185,377 171,083 Add: Dilutive effect of stock based compensation and other 443 960 517 1,002 Weighted average number of common shares outstanding during the period - diluted 188,589 176,129 185,894 172,085 Net income per share of Class A Common Stock - diluted $ 1.32 $ 0.48 $ 2.22 $ 0.85 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables from contracts with customers | $ 210.5 | $ 125.1 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Effect of Derivative Instruments on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative settlements, realized loss | $ 0 | $ (166) | $ 0 | $ (166) |
Unrealized loss on derivatives | 0 | (1,838) | 0 | (2,320) |
Loss on derivatives, net | $ 0 | $ (2,004) | $ 0 | $ (2,486) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Values and Fair Values of Financial Instruments Not Carried at Fair Value (Details) - Fair Value, Inputs, Level 1 - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 389,216 | $ 388,087 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 372,016 | $ 411,500 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | |||
Jun. 30, 2021 | Feb. 01, 2021 | Jul. 31, 2018 | Jan. 31, 2021 | |
EnerVest | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cash paid upon compliance of non-compete agreement milestones, milestone 1 | $ 17.2 | |||
Cash paid upon compliance of non-compete agreement milestones, milestone 2 | $ 24.9 | |||
EnerVest | Class A Common Stock | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of shares authorized for issuance based on compliance of non-compete agreement milestones (in shares) | 4 | |||
Cash value of equity interest authorized for issuance upon compliance of non-compete agreement milestones, milestone 1 (in shares) | 2 | |||
Number of shares authorized for issuance based on compliance of non-compete agreement milestones, milestone 1 (in shares) | 0.4 | |||
Number of shares authorized for issuance based on compliance of non-compete agreement milestones, milestone 2 (in shares) | 1.6 | 1.6 | ||
Equity interests issued upon compliance of non-compete agreement milestones, milestone 1 (in shares) | 0.4 | |||
Non-Compete | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic life of intangible asset | 2 years 6 months | 2 years 6 months | ||
Non-Compete | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic life of intangible asset | 4 years | 4 years |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued capital expenditures | $ 55,430 | $ 29,936 |
Accrued production taxes | 17,140 | 10,084 |
Other | 73,613 | 50,616 |
Total other current liabilities | $ 146,183 | $ 90,636 |
Long-term Debt - Components of
Long-term Debt - Components of Debt (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | $ 400,000,000 |
Less: Unamortized deferred financing cost | (10,784,000) | (11,913,000) |
Long-term debt, net | 389,216,000 | 388,087,000 |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 0 |
Senior Notes | Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 400,000,000 | $ 400,000,000 |
Long-term Debt - Credit Facilit
Long-term Debt - Credit Facility Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Feb. 16, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Deferred financing costs, net | $ 6,544,000 | $ 6,544,000 | $ 3,701,000 | |||
Amortization of deferred financing costs | 3,779,000 | $ 2,018,000 | ||||
Outstanding borrowings | 400,000,000 | 400,000,000 | 400,000,000 | |||
Line of Credit | Amended and Restated RBL Facility | Magnolia Operating | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum commitments, aggregate principal amount | $ 1,000,000,000 | |||||
Borrowing base | $ 450,000,000 | |||||
Leverage ratio (less than) | 3.50 | |||||
Current ratio (greater than) | 1 | |||||
Transaction fees related to the modification | $ 5,500,000 | |||||
Deferred financing costs, net | 5,100,000 | |||||
Amortization of deferred financing costs | $ 400,000 | |||||
Line of Credit | Letter of Credit Sublimit | Magnolia Operating | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum commitments, aggregate principal amount | $ 50,000,000 | |||||
Line of Credit | RBL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Amortization period | 4 years | |||||
Interest expense | 1,000,000 | $ 1,000,000 | $ 3,700,000 | $ 2,000,000 | ||
Outstanding borrowings | $ 0 | $ 0 | $ 0 |
Long-term Debt - 2026 Senior No
Long-term Debt - 2026 Senior Notes Narrative (Details) - Senior Notes - Senior Notes due 2026 - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 05, 2021 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 400,000,000 | |||||
Stated interest rate | 6% | |||||
Transaction fees | $ 1,100,000 | |||||
Deferred financing costs incurred in connection with securing the 2026 Senior Notes | $ 5,000,000 | |||||
Interest expense | $ 6,600,000 | $ 7,700,000 | $ 13,100,000 | $ 14,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amounts accrued with respect to outstanding litigation | $ 0 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current: | ||||
Federal | $ 25,902 | $ 1,645 | $ 42,687 | $ 1,645 |
State | 1,973 | 753 | 3,288 | 1,152 |
Current income tax provision | 27,875 | 2,398 | 45,975 | 2,797 |
Deferred: | ||||
Federal | 0 | 0 | 0 | 0 |
State | 0 | 0 | 0 | 0 |
Deferred income tax provision | 0 | 0 | 0 | 0 |
Income tax expense | $ 27,875 | $ 2,398 | $ 45,975 | $ 2,797 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Valuation Allowance [Line Items] | ||||
Effective tax rate | 8.50% | 2% | 8.30% | 1.30% |
Liabilities for uncertain tax positions | $ 0 | $ 0 | ||
Amounts incurred for interest and penalties | 0 | 0 | ||
Net deferred tax asset | 198,400,000 | 198,400,000 | ||
Valuation allowance | $ 198,400,000 | $ 198,400,000 | ||
Class B Common Stock | Magnolia LLC Unit Holders | ||||
Valuation Allowance [Line Items] | ||||
Stock redeemed (in shares) | 14.6 | 15.3 | ||
Magnolia LLC Units | Magnolia LLC Unit Holders | ||||
Valuation Allowance [Line Items] | ||||
Stock redeemed (in shares) | 14.6 | 15.3 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 35 Months Ended | ||||||
Feb. 03, 2022 USD ($) $ / shares | Aug. 02, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) votePerShare shares | Jun. 30, 2021 USD ($) | Mar. 31, 2019 | Jun. 30, 2022 USD ($) votePerShare $ / shares shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) votePerShare shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||||||
Distribution made to LLC member, cash distributions declared | $ | $ 37,300 | $ 14,200 | |||||||
Common stock, dividends, declared (in dollars per share) | $ / shares | $ 0.20 | $ 0.08 | $ 0.20 | ||||||
Dividends declared | $ | $ 37,300 | $ 14,200 | |||||||
Highlander | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of interest owned by noncontrolling interest holders | 15.30% | ||||||||
VIE, Primary Beneficiary | Magnolia LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of interest owned | 86.90% | ||||||||
Percentage of interest owned by noncontrolling interest holders | 13.10% | 13.10% | 13.10% | ||||||
MGY Louisiana LLC | Highlander | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of units held | 84.70% | ||||||||
Magnolia LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchased, cash consideration | $ | $ 138,800 | $ 122,500 | |||||||
Distribution made to LLC member, distributions declared (in dollars per share) | $ / shares | $ 0.20 | $ 0.08 | |||||||
Total declared distributions | $ | $ 45,900 | $ 19,000 | |||||||
Magnolia LLC Unit Holders | |||||||||
Class of Stock [Line Items] | |||||||||
Distribution made to LLC member, cash distributions declared | $ | $ 8,600 | $ 4,800 | |||||||
Class A Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 208,729,000 | 208,729,000 | 208,729,000 | 193,437,000 | |||||
Common stock, shares outstanding (in shares) | 190,446,000 | 190,446,000 | 190,446,000 | 179,270,000 | |||||
Number of votes for each share held | votePerShare | 1 | 1 | 1 | ||||||
Number of shares authorized to be repurchased (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
Number of shares repurchased (in shares) | 17,700,000 | ||||||||
Total cost of shares repurchased | $ | $ 48,419 | $ 24,047 | $ 93,238 | 44,328 | $ 246,300 | ||||
Stock repurchased, cash consideration | $ | $ 92,155 | 44,328 | |||||||
Class A Common Stock | EnerVest Energy Institutional Fund XIV-C, L.P. | Affiliate of EnerVest | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares repurchased (in shares) | 600,000 | ||||||||
Total cost of shares repurchased | $ | $ 11,600 | ||||||||
Class B Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued (in shares) | 28,710,000 | 28,710,000 | 28,710,000 | 49,293,000 | |||||
Common stock, shares outstanding (in shares) | 28,710,000 | 28,710,000 | 28,710,000 | 49,293,000 | |||||
Number of votes for each share held | votePerShare | 1 | 1 | 1 | ||||||
Stock repurchased, cash consideration | $ | $ 138,753 | $ 122,531 | |||||||
Class B Common Stock | Magnolia LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchased and subsequently canceled (in shares) | 5,900,000 | 10,000,000 | |||||||
Class B Common Stock | Magnolia LLC Unit Holders | |||||||||
Class of Stock [Line Items] | |||||||||
Stock redeemed (in shares) | 14,600,000 | 15,300,000 | |||||||
Magnolia LLC Units | Magnolia LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchased and subsequently canceled (in shares) | 5,900,000 | 10,000,000 | |||||||
Magnolia LLC Units | Magnolia LLC Unit Holders | |||||||||
Class of Stock [Line Items] | |||||||||
Stock redeemed (in shares) | 14,600,000 | 15,300,000 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 3.5 | $ 3.5 | $ 6.4 | $ 6.2 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair value of equity instruments vested during the period | 10.2 | 5.8 | ||
Unrecognized compensation expense | 9.6 | $ 9.6 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 7 months 6 days | |||
RSUs | Employees | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
RSUs | Employees | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
RSUs | Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Aggregate fair value of equity instruments vested during the period | $ 4.8 | |||
Unrecognized compensation expense | 12.9 | $ 12.9 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 4 months 24 days | |||
Number of consecutive trading days required to earn PRSUs | 20 days | |||
Performance period | 5 years | |||
Grant date fair value | $ 9.7 | 9.5 | ||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair value of equity instruments vested during the period | 5.5 | $ 0.2 | ||
Unrecognized compensation expense | $ 0.3 | $ 0.3 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 7 months 6 days | |||
Performance period | 3 years | |||
Vesting percentage | 150% | |||
Settlement date, period following performance period | 60 days | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 16,800,000 | 16,800,000 | ||
Class A Common Stock | PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contingent right to receive common stock, number of shares receivable for each PSU (in shares) | 1 | 1 | ||
Class A Common Stock | PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contingent right to receive common stock, number of shares receivable for each PSU (in shares) | 1 | 1 | ||
Class A Common Stock | PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 0% | |||
Class A Common Stock | PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 150% |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Unvested RSU, PSU, and PRSU Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Restricted Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 1,106,602 | 1,187,509 |
Granted (in shares) | 45,548 | 287,219 |
Granted for performance multiple (in shares) | 0 | |
Vested (in shares) | (91,266) | (407,108) |
Forfeited (in shares) | (7,370) | (14,106) |
Unvested stock units, end of period (in shares) | 1,053,514 | 1,053,514 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 11.33 | $ 8.94 |
Granted (in dollars per share) | 24.30 | 20.92 |
Granted for performance multiple (in dollars per share) | 0 | |
Vested (in dollars per share) | 11.75 | 9.79 |
Forfeited (in dollars per share) | 14.74 | 12.66 |
Unvested stock units, end of period (in dollars per share) | $ 11.83 | $ 11.83 |
Performance Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 278,485 | 460,414 |
Granted (in shares) | 0 | 0 |
Granted for performance multiple (in shares) | 90,965 | |
Vested (in shares) | 0 | (272,894) |
Forfeited (in shares) | 0 | 0 |
Unvested stock units, end of period (in shares) | 278,485 | 278,485 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 6.14 | $ 9.20 |
Granted (in dollars per share) | 0 | 0 |
Granted for performance multiple (in dollars per share) | 13.88 | |
Vested (in dollars per share) | 0 | 13.88 |
Forfeited (in dollars per share) | 0 | 0 |
Unvested stock units, end of period (in dollars per share) | $ 6.14 | $ 6.14 |
Vesting percentage | 150% | |
Performance Restricted Stock Units | ||
Units | ||
Unvested stock units, beginning of period (in shares) | 1,261,734 | 968,654 |
Granted (in shares) | 262 | 506,965 |
Granted for performance multiple (in shares) | 0 | |
Vested (in shares) | (39) | (212,726) |
Forfeited (in shares) | 0 | (936) |
Unvested stock units, end of period (in shares) | 1,261,957 | 1,261,957 |
Weighted Average Grant Date Fair Value | ||
Unvested stock units, beginning of period (in dollars per share) | $ 13.29 | $ 9.36 |
Granted (in dollars per share) | 28.34 | 19.15 |
Granted for performance multiple (in dollars per share) | 0 | |
Vested (in dollars per share) | 10.84 | 9.33 |
Forfeited (in dollars per share) | 0 | 11.38 |
Unvested stock units, end of period (in dollars per share) | $ 13.29 | $ 13.29 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Assumptions Used to Calculate Grant Date Fair Value of PRSUs (Details) - PRSUs | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 3 years 6 months 18 days | 3 years 7 months 20 days |
Expected volatility | 59.58% | 55.18% |
Risk-free interest rate | 1.89% | 0.56% |
Dividend yield | 1.97% | 0% |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerators and Denominators for Basic and Diluted Per Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic: | ||||
Net income attributable to Class A Common Stock | $ 250,583 | $ 84,445 | $ 416,622 | $ 147,689 |
Less: Dividends and net income allocated to participating securities | 2,373 | 642 | 3,756 | 819 |
Net income, net of participating securities | $ 248,210 | $ 83,803 | $ 412,866 | $ 146,870 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 188,146 | 175,169 | 185,377 | 171,083 |
Diluted: | ||||
Net income attributable to Class A Common Stock | $ 250,583 | $ 84,445 | $ 416,622 | $ 147,689 |
Less: Dividends and net income allocated to participating securities | 2,367 | 638 | 3,747 | 814 |
Net income, net of participating securities | $ 248,216 | $ 83,807 | $ 412,875 | $ 146,875 |
Weighted average number of common shares outstanding during the period - basic (in shares) | 188,146 | 175,169 | 185,377 | 171,083 |
Add: Dilutive effect of stock based compensation and other (in shares) | 443 | 960 | 517 | 1,002 |
Weighted average number of common shares outstanding during the period - diluted (in shares) | 188,589 | 176,129 | 185,894 | 172,085 |
Class A Common Stock | ||||
Basic: | ||||
Net income per share of Class A Common Stock - basic (in dollars per share) | $ 1.32 | $ 0.48 | $ 2.23 | $ 0.86 |
Diluted: | ||||
Net income per share of Class A Common Stock - diluted (in dollars per share) | $ 1.32 | $ 0.48 | $ 2.22 | $ 0.85 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares excluded due to antidilutive effect (in shares) | 33.8 | 66.1 | 39 | 73.1 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 6 Months Ended | |||
Aug. 02, 2022 | Feb. 03, 2022 | Aug. 02, 2021 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Common stock, dividends, declared (in dollars per share) | $ 0.20 | $ 0.08 | $ 0.20 | |
Subsequent Event | Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, dividends, declared (in dollars per share) | $ 0.10 | |||
Subsequent Event | Magnolia LLC Units | ||||
Subsequent Event [Line Items] | ||||
Distribution made to LLC member, distributions declared (in dollars per share) | $ 0.10 |