Magnolia Oil & Gas Corp
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
MGY$23.67+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001698990-25-000013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001698990-25-000021
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 76 current paragraphs.
51 unchanged; 21 reworded; 4 added; 3 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Oil revenues for the three months ended June 30, 2025 were $49.0 million lower than the three months ended June 30, 2024. A 22% decrease in average prices decreased second quarter 2025 revenues by $60.6 million compared to the same period in the prior year, partially offset by a 5% increase in oil production that increased revenues by $11.6 million. Oil revenues for the six months ended June 30, 2025 were $62.6 million lower than for the six months ended June 30, 2024. A 15% decrease in average prices decreased revenues for the six months ended June 30, 2025 by $81.6 million compared to the same period in the prior year, partially offset by a 4% increase in oil production that increased revenues by $19.0 million.
Current report
Natural gas revenues for the three months ended June 30, 2025 were $24.3 million higher than the three months ended June 30, 2024. A 106% increase in average prices increased second quarter 2025 revenues by $19.6 million compared to the same period in the prior year, and a 12% increase in natural gas production increased revenues by $4.7 million. Natural gas revenues for the six months ended June 30, 2025 were $54.6 million higher than the six months ended June 30, 2024. A 105% increase in average prices increased revenues for the six months ended June 30, 2025 by $41.6 million compared to the same period in the prior year, and a 16% increase in natural gas production increased revenues by $13.0 million.
Current report
NGL revenues for the three months ended June 30, 2025 were $7.0 million higher than the three months ended June 30, 2024. A 5% increase in average prices increased second quarter 2025 revenues by $2.3 million compared to the same period in the prior year, and a 10% increase in NGL production increased revenues by $4.7 million. NGL revenues for the six months ended June 30, 2025 were $21.2 million higher than the six months ended June 30, 2024. A 9% increase in average prices increased revenues for the six months ended June 30, 2024 by $7.5 million compared to the same period in the prior year, and a 15% increase in NGL production increased revenues by $13.7 million.
Current report
During the six months ended June 30, 2024, Magnolia LLC repurchased and subsequently canceled 3.0 million Magnolia LLC Units with an equal number of shares of corresponding Class B Common Stock for $76.7 million of cash consideration. As of June 30, 2025, Magnolia owned approximately 97.1% of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9%.
Removed paragraphs (3)
Previous report
Oil revenues for the three months ended March 31, 2025 were $13.6 million lower than for the three months ended March 31, 2024. An 8% decrease in average price decreased first quarter 2025 revenues by $20.7 million compared to the same period in the prior year, while a 3% increase in oil production increased revenues by $7.1 million.
Previous report
Natural gas revenues for the three months ended March 31, 2025 were $30.3 million higher than the three months ended March 31, 2024. A 103% increase in average price increased first quarter 2025 revenues by $21.7 million compared to the same period in the prior year, and a 20% increase in natural gas production increased revenues by $8.6 million.
Previous report
NGL revenues for the three months ended March 31, 2025 were $14.3 million higher than the three months ended March 31, 2024. A 13% increase in average price increased first quarter 2025 revenues by $5.1 million compared to the same period in the prior year, and a 21% increase in NGL production increased revenues by $9.2 million.
Reworded paragraphs (21)
Previous wording
As of March 31, 2025, Magnolia’s assets in South Texas included 79,067 gross (54,936 net) acres in the Karnes area, and 739,943 gross (549,967 net) acres in the Giddings area. As of March 31, 2025, Magnolia held an interest in approximately 2,684 gross (1,818 net) wells, with total production of 96.5 thousand barrels of oil equivalent per day for the three months ended March 31, 2025.
Current wording
As of June 30, 2025, Magnolia’s assets in South Texas included 79,363 gross (55,381 net) acres in the Karnes area, and 741,858 gross (551,610 net) acres in the Giddings area. As of June 30, 2025, Magnolia held an interest in approximately 2,745 gross (1,829 net) wells, with total production of 98.2 thousand and 97.4 thousand barrels of oil equivalent per day for the three and six months ended June 30, 2025, respectively.
Previous wording
Magnolia recognized net income attributable to Class A Common Stock of $102.9 million, or $0.54 per diluted common share, for the three months ended March 31, 2025. Magnolia recognized net income of $106.6 million, which includes noncontrolling interest of $3.7 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest, for the three months ended March 31, 2025.
Current wording
Magnolia recognized net income attributable to Class A Common Stock of $78.1 million and $181.0 million, or $0.41 and $0.95 per diluted common share, for the three and six months ended June 30, 2025, respectively. Magnolia recognized net income of $81.0 million and $187.7 million, which includes noncontrolling interest of $2.9 million and $6.6 million related to the Magnolia LLC Units (and corresponding shares of Class B Common Stock) held by certain affiliates of EnerVest, for the three and six months ended June 30, 2025, respectively.
Previous wording
During the three months ended March 31, 2025, the Company declared cash dividends to holders of its Class A Common Stock totaling $28.9 million.
Current wording
During the six months ended June 30, 2025, the Company declared cash dividends to holders of its Class A Common Stock totaling $57.3 million.
Previous wording
As of March 31, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. The Company had repurchased 40.4 million shares under the program at a cost of $759.8 million and had 9.6 million shares of Class A Common Stock remaining under its share repurchase authorization as of March 31, 2025.
Current wording
As of June 30, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame. The Company had repurchased 42.6 million shares under the program at a cost of $808.5 million and had 7.4 million shares of Class A Common Stock remaining under its share repurchase authorization as of June 30, 2025.
Previous wording
Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the Company’s redemption of its 2026 Senior Notes that bore interest at 6.0% per annum and its issuance of the 2032 Senior Notes that bear interest at 6.875% per annum, both of which occurred in November 2024. As a result, the historical results of operations and period-to-period comparisons of these results and certain financial data may not be comparable or indicative of future results.
Current wording
Magnolia’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of the Company’s redemption of its 2026 Senior Notes that bore interest at 6.0% per annum and its issuance of the 2032 Senior Notes that bear interest at 6.875% per annum, both of which occurred in November 2024.
Previous wording
Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
Current wording
Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024
Previous wording
Lease operating expenses are costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the three months ended March 31, 2025 were $0.9 million higher, and $0.56 per boe lower, compared to the three months ended March 31, 2024, with the overall increase due to higher production and well count. The per boe decrease was the result of a broad cost reduction initiative in 2024 resulting in cost improvements in most expense categories including surface repair and maintenance, contract labor, equipment rentals, and fluid hauling.
Current wording
Lease operating expenses are costs incurred in the operation of producing properties, including expenses for utilities, direct labor, water disposal, workover rigs, workover expenses, materials, and supplies. Lease operating expenses for the three months ended June 30, 2025 were $0.8 million lower, and $0.52 per boe lower, than the three months ended June 30, 2024. Lease operating expenses for the six months ended June 30, 2025 were $0.2 million higher, and $0.54 per boe lower, than the six months ended June 30, 2024. Higher production and broad cost reduction initiatives resulted in a per boe decrease and cost improvements in most expense categories including surface repair and maintenance, contract labor, equipment rentals, fluid hauling, and workover activities.
Previous wording
Gathering, transportation and processing (“GTP”) costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing. The GTP costs for the three months ended March 31, 2025 were $6.4 million, and $0.61 per boe, higher than the three months ended March 31, 2024, primarily due to higher production and natural gas and NGL prices. In addition, as a result of changes to certain processing contracts, a higher portion of Magnolia’s GTP costs is recognized as expense as compared to a reduction to Magnolia’s natural gas and NGL revenues between periods.
Current wording
Gathering, transportation and processing (“GTP”) costs are costs incurred to deliver oil, natural gas, and NGLs to the market. These expenses can vary based on the volume of oil, natural gas, and NGLs produced as well as the cost of commodity processing. The GTP costs for the three months ended June 30, 2025 were $8.0 million, or $0.81 per boe, higher, than the three months ended June 30, 2024. The GTP costs for the six months ended June 30, 2025 were $14.5 million, or $0.71 per boe, higher, than the six months ended June 30, 2024. The increase in GTP costs in both periods was driven by higher natural gas and NGL prices as well as changes to certain gathering and processing contracts between periods, which resulted in a higher portion of Magnolia’s GTP costs to be recognized as expense versus a reduction to Magnolia’s natural gas and NGL revenues.
Previous wording
Taxes other than income include production, ad valorem, and franchise taxes. These taxes are based on rates primarily established by state and local taxing authorities. Production taxes are based on the market value of production. Ad valorem taxes are based on the fair market value of the mineral interests or business assets. Taxes other than income for the three months ended March 31, 2025 were $2.2 million higher, and $0.01 per boe lower, compared to the three months ended March 31, 2024, primarily due to an increase in production taxes as a result of the increase in natural gas and NGL revenues.
Current wording
Taxes other than income include production, ad valorem, and franchise taxes. These taxes are based on rates primarily established by state and local taxing authorities. Production taxes are based on the market value of production. Ad valorem taxes are based on the fair market value of the mineral interests or business assets. Taxes other than income for the three months ended June 30, 2025 were $1.0 million, or $0.32 per boe, lower, than the three months ended June 30, 2024, primarily due to a decrease in oil revenues. Taxes other than income for the six months ended June 30, 2025 were $1.2 million higher, and $0.16 per boe lower, than the six months ended June 30, 2024, primarily due to an increase in ad valorem taxes as a result of higher market value of new wells brought online. The per boe decrease was due to higher production.
Previous wording
Depreciation, depletion and amortization (“DD&A”) during the three months ended March 31, 2025 was $8.8 million higher, and $0.40 per boe lower, than the three months ended March 31, 2024. Increased production increased overall DD&A, and an increase in oil and natural gas reserves decreased DD&A per boe.
Current wording
Depreciation, depletion and amortization (“DD&A”) during the three months ended June 30, 2025 was $2.3 million higher, and $0.78 per boe lower, than the three months ended June 30, 2024. DD&A for the six months ended June 30, 2025 was $11.1 million higher, and $0.59 per boe lower, than the six months ended June 30, 2024. In both periods, higher production increased overall DD&A, and an increase in oil and natural gas reserves decreased DD&A per boe.
Previous wording
General and administrative expenses (“G&A”) during the three months ended March 31, 2025 were $1.0 million higher, and $0.22 per boe lower, than the three months ended March 31, 2024. G&A increased due to an increase in fees, licenses, and overall labor costs, including changes from the modification of stock based compensation awards in 2025. The increases to G&A were partially offset by lower professional services and one-time costs incurred in 2024. G&A per boe decreased due to higher production.
Current wording
General and administrative expenses (“G&A”) during the three months ended June 30, 2025 were $0.4 million higher, and $0.18 per boe lower, than the three months ended June 30, 2024. G&A expenses during the six months ended June 30, 2025 were $1.5 million higher, and $0.19 per boe lower, than the six months ended June 30, 2024. G&A increased in both periods due to an increase in overall labor costs, including changes from the modification of stock based compensation awards in 2025, partially offset by lower professional services and certain one-time costs incurred in 2024. G&A per boe decreased due to higher production.
Previous wording
Interest expense, net, during the three months ended March 31, 2025 was $2.9 million higher than the three months ended March 31, 2024, primarily driven by lower interest income realized during 2025 as a result of lower interest rates and cash balances.
Current wording
Interest expense, net, during the three months ended June 30, 2025 was $2.1 million higher than the three months ended June 30, 2024. Interest expense, net, during the six months ended June 30, 2025 was $5.0 million higher than the six months ended June 30, 2024. The increase in both periods was primarily driven by lower interest income realized during 2025 as a result of lower interest rates and cash balances.
Previous wording
Other income, net, during the three months ended March 31, 2025 was $1.2 million compared to other expense, net of $4.3 million during the three months ended March 31, 2024. The change year-over-year is primarily comprised of the revaluation of the contingent consideration liability associated with the acquisition of certain oil and gas producing properties in the Giddings area in the fourth quarter of 2023.
Current wording
Other expense, net, during the three months ended June 30, 2025 was $0.2 million compared to other income, net of $1.0 million during the three months ended June 30, 2024. Other income, net, during the six months ended June 30, 2025 was $1.0 million compared to other expense, net of $3.3 million during the six months ended June 30, 2024. The change year-over-year is primarily comprised of the revaluation of the contingent consideration liability associated with the prior acquisition of certain oil and gas producing properties in the Giddings area, offset by a loss on sale of other assets in 2025.
Previous wording
For the three months ended March 31, 2025, income tax expense was $4.8 million higher than the three months ended March 31, 2024, comprised of movements in both current and deferred income taxes. This was driven by a $1.2 million increase in current income tax expense and a $3.6 million increase in deferred income tax expense, primarily due to an increase in income before income taxes, an increased controlling interest, and the statutory reduction in accelerated depreciation of capital expenditures. See Note 9— Income Taxes in the notes to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail.
Current wording
For the three months ended June 30, 2025, income tax expense was $5.8 million lower than the three months ended June 30, 2024 driven by a $6.4 million decrease in current income tax expense and offset by a $0.6 million increase in deferred income tax expense. Income tax expense during the six months ended June 30, 2025 was $1.0 million lower compared to the six months ended June 30, 2024, driven by a $5.2 million decrease in current income tax expense and offset by a $4.2 million increase in deferred income tax expense. The decrease in tax expense was primarily due to a decrease in income before income taxes and additional tax credits, partially offset by an increased controlling interest. See Note 9— Income Taxes in the notes to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail.
Previous wording
As of March 31, 2025, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility. As of March 31, 2025, the Company had $697.6 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $247.6 million of cash and cash equivalents.
Current wording
As of June 30, 2025, the Company had $400.0 million of principal debt related to the 2032 Senior Notes outstanding and no outstanding borrowings related to the RBL Facility. As of June 30, 2025, the Company had $701.8 million of liquidity comprised of the $450.0 million of borrowing capacity under the RBL Facility, and $251.8 million of cash and cash equivalents.
Previous wording
At March 31, 2025, Magnolia had $247.6 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions in the United States. Deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk.
Current wording
At June 30, 2025, Magnolia had $251.8 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions in the United States. Deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk.
Previous wording
Net cash provided by operating activities totaled $224.5 million and $210.9 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, cash provided by operating activities was positively impacted by increased production and an increase in realized natural gas and NGL prices, partially offset by the timing of receipts and payments and a decrease in realized oil prices.
Current wording
Net cash provided by operating activities totaled $423.2 million and $480.3 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, cash provided by operating activities was negatively impacted by the timing of receipts and payments and a decrease in realized oil prices, partially offset by increased production and an increase in realized natural gas and NGL prices.
Previous wording
The Company made individually insignificant bolt-on acquisitions during each of the three months ended March 31, 2025 and 2024. In addition, during the three months ended March 31, 2024, Magnolia paid $13.2 million in deposits for acquisitions that closed in the second quarter of 2024.
Current wording
The Company made individually insignificant bolt-on acquisitions during each of the six months ended June 30, 2025 and 2024.
Previous wording
During the first quarter of 2025, Magnolia operated two rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model. The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage.
Current wording
During the second quarter of 2025, Magnolia operated two rigs. The activity during the second quarter of 2025 was largely driven by the number of operated and non-operated drilling rigs. The number of operated drilling rigs is largely dependent on commodity prices and the Company’s strategy of maintaining spending to accommodate the Company’s business model. The Company’s ongoing plan is to continue to spend within cash flow on drilling and completing wells while maintaining low financial leverage.
Previous wording
As of March 31, 2025 the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During each of the three months ended March 31, 2025 and 2024, the Company repurchased 2.2 million and 2.4 million shares for a total cost of approximately $52.0 million and $52.4 million, respectively.
Current wording
As of June 30, 2025, the Company’s board of directors had authorized a share repurchase program of up to 50.0 million shares of Class A Common Stock. The program does not require purchases to be made within a particular time frame and whether the Company undertakes these additional repurchases is ultimately subject to numerous considerations, market conditions, and other factors. During each of the six months ended June 30, 2025 and 2024, the Company repurchased 4.4 million and 3.4 million shares for a total cost of approximately $100.7 million and $78.3 million, respectively.
Previous wording
During the three months ended March 31, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $28.9 million. Additionally, $0.8 million was distributed to the Magnolia LLC Unit Holders. During the three months ended March 31, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $24.0 million. Additionally, $2.8 million was distributed to the Magnolia LLC Unit Holders. The amount and frequency of future dividends is subject to the discretion of the Company’s board of directors and primarily depends on earnings, capital expenditures, debt covenants, and various other factors.
Current wording
During the six months ended June 30, 2025, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $57.3 million. Additionally, $1.7 million was distributed to the Magnolia LLC Unit Holders. During the six months ended June 30, 2024, the Company declared and paid cash dividends to holders of its Class A Common Stock totaling $47.8 million. Additionally, $5.7 million was distributed to the Magnolia LLC Unit Holders. The amount and frequency of future dividends is subject to the discretion of the Company’s board of directors and primarily depends on earnings, capital expenditures, debt covenants, and various other factors.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
As of March 31, 2025, Magnolia owned approximately 97.1% of the interest in Magnolia LLC and the noncontrolling interest was approximately 2.9%.