FORWARD-LOOKING STATEMENTS



This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included or incorporated by reference in this report,
including, without limitation, statements regarding the Company's future
financial position, business strategy, budgets, projected revenues, projected
costs, and plans and objectives of management for future operations, are
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "could," "expect," "intend," "project," "estimate," "anticipate,"
"plan," "believe," or "continue" or similar terminology. Although Magnolia
believes that the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will prove
to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations include, but are not limited
to, Magnolia's assumptions about:

•the length, scope and severity of the recent coronavirus disease 2019
("COVID-19") pandemic, including the effects of related public health concerns
and the impact of actions taken by governmental authorities and other third
parties in response to the pandemic and its impact on commodity prices, supply
and demand considerations, and storage capacity;

•the market prices of oil, natural gas, natural gas liquids ("NGLs"), and other products or services;

•the supply and demand for oil, natural gas, NGLs, and other products or services;

•production and reserve levels;

•drilling risks;

•economic and competitive conditions;

•the availability of capital resources;

•capital expenditures and other contractual obligations;

•weather conditions;

•inflation rates;

•the availability of goods and services;

•legislative, regulatory, or policy changes;

•cyber attacks;

•occurrence of property acquisitions or divestitures;

•the integration of acquisitions; and

•the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks.



All of Magnolia's forward-looking information is subject to risks and
uncertainties that could cause actual results to differ materially from the
results expected. Although it is not possible to identify all factors, these
risks and uncertainties include the risk factors and the timing of any of those
risk factors identified in this Quarterly Report on Form 10-Q and in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019
filed with the SEC on February 26, 2020.

Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's unaudited consolidated financial statements and the related notes thereto.


                                       16
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Overview

Magnolia Oil & Gas Corporation (the "Company" or "Magnolia") is an independent
oil and natural gas company engaged in the acquisition, development,
exploration, and production of oil, natural gas, and natural gas liquid ("NGL")
reserves that operates in one reportable segment located in the United States.
The Company's oil and natural gas properties are located primarily in Karnes
County and the Giddings Field in South Texas, where the Company primarily
targets the Eagle Ford Shale and the Austin Chalk formations.

Magnolia's objective is to generate stock market value over the long term
through consistent organic production growth, high full cycle operating margins,
an efficient capital program with short economic paybacks, significant free cash
flow after capital expenditures, and effective reinvestment of free cash flow.
Magnolia's business model prioritizes free cash flow, financial stability, and
prudent capital allocation, and is designed to withstand challenging
environments such as the one the Company is currently experiencing.

COVID-19 Pandemic and Market Conditions Update



In March 2020, the World Health Organization declared the COVID-19 outbreak a
pandemic. Governments have tried to slow the spread of the virus by imposing
social distancing guidelines, travel restrictions, and stay-at-home orders,
which have caused a significant decrease in activity in the global economy and
the demand for oil and natural gas. The implications of the decrease in global
demand for oil, coupled with the general oversupply, may have further negative
effects on the Company's business, such as production curtailment, reduced
storage capacity, and reductions to its operating plans. During the second
quarter of 2020, and thus far during the third quarter of 2020, there have been
continued and, in certain cases, increasing outbreaks of COVID-19 in the United
States, particularly in Texas, where the Company conducts substantially all of
its operations. Demand and pricing may again decline due to the resurgence of
the outbreak across the U.S. and other locations across the world and the
related social distancing guidelines, travel restrictions, and stay-at-home
orders. The extent of the additional impact on the industry and Magnolia's
business cannot be reasonably predicted at this time.

Magnolia's business, like many oil and natural gas producers, has been, and is
expected to continue to be, negatively affected by the crisis described above,
which is ongoing and evolving. Magnolia's revenues have significantly declined
as a result of the sharp decline in commodity prices. As of June 30, 2020, the
Company has not entered into any hedging arrangements with respect to the
commodity price risk to which the Company is exposed. The prices ultimately
realized for oil, natural gas, and NGLs are based on a number of variables,
including prevailing index prices attributable to the Company's production and
certain differentials to those index prices. Magnolia is unable to reasonably
predict when, or to what extent, commodity prices and the overall markets and
global economy will stabilize, and the pace of any subsequent recovery for the
oil and gas industry. Further, the ultimate impact that these events will have
on Magnolia's business, liquidity, financial condition, and results of
operations is highly uncertain and dependent on numerous evolving factors that
cannot be predicted, including the duration of the pandemic.

Magnolia has taken steps and continues to actively work to mitigate the evolving
challenges and growing impact of both the COVID-19 pandemic and the industry
downturn on its operations, financial condition, and people. Magnolia's business
model prioritizes free cash flow, financial stability, and prudent capital
allocation, and is designed to withstand challenging environments. The Company's
ongoing plan is to spend within cash flow on drilling and completing wells while
maintaining low leverage. Magnolia did not bring any operated wells online
during the second quarter and reduced its rig count to one rig in the Giddings
Assets. However, given the trajectory in commodity prices, management continues
to assess the possibility of bringing wells online during the remainder of 2020.
The Company is well positioned to reduce or increase operations given the
significant flexibility within its capital program, as its operated drilling rig
is on a short-term contract and the Company has no long-term service
obligations. Moreover, Magnolia does not have any contractual drilling
obligations and nearly all the Company's acreage is held by production. In
response to the COVID-19 pandemic and industry downturn, Magnolia has initiated
a corporate-wide cost reduction program to help decrease costs throughout every
aspect of the Company. The Company has made reductions in general and
administrative expense by reducing corporate salaries, renegotiating the fee
under the Services Agreement, and working with many of its other vendors and
suppliers to reduce the cost of their services. Magnolia believes these
measures, taken together with its significant liquidity and lack of near term
debt maturities, will provide additional flexibility in navigating the current
volatile environment; however, given the tremendous uncertainty and turmoil,
there is no certainty that the measures Magnolia takes will be sufficient.

As a producer of oil and natural gas, Magnolia is recognized as an essential
business and has continued to operate while taking steps to protect the health
and safety of its workers. Magnolia and its contractors have implemented
protocols to reduce the risk of an outbreak within its operations, and these
protocols have not reduced production or efficiency in a significant manner. The
Company has implemented remote working procedures for a significant portion of
its workforce for health and safety reasons and/or to comply with applicable
national, state, and/or local government requirements. As a result, the Company
relies on such persons having sufficient access to its information technology
systems, including through telecommunication hardware, software, and networks.
Magnolia's board of directors is monitoring the unfolding COVID-19 pandemic very
closely as well as the effect of working
                                       17
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remotely on internal controls over financial reporting and IT security. Magnolia
has been able to maintain a consistent level of effectiveness through these
arrangements, including maintaining day-to-day operations, financial reporting
systems, and internal control over financial reporting.

Business Overview



As of June 30, 2020, Magnolia's assets in South Texas included 43,031 gross
(23,559 net) acres in Karnes, Gonzales, DeWitt, and Atascosa Counties, Texas,
and 630,422 gross (428,531 net) acres in the Giddings Field. As of June 30,
2020, Magnolia held an interest in approximately 1,800 gross (1,172 net) wells,
with total production of 66.3 thousand barrels of oil equivalent per day
("Mboe/d") for the six months ended June 30, 2020. In the second quarter of
2020, Magnolia operated a one-rig program for the Giddings Assets.

Magnolia recognized a net loss attributable to Class A Common Stock of
$1.2 billion, or $7.46 per diluted common share, for the six months ended
June 30, 2020. Magnolia recognized a net loss of $1.9 billion, which includes
noncontrolling interest of $0.7 billion related to the Magnolia LLC Units (and
corresponding Class B Common Stock) held by certain affiliates of EnerVest for
the six months ended June 30, 2020. As a result of the sharp decline in
commodity prices during the six months ended June 30, 2020, Magnolia recorded
impairments of $1.9 billion related to proved and unproved properties. Proved
property impairment of $1.4 billion is included in "Impairment of oil and
natural gas properties" and unproved property impairment of $0.6 billion is
included in "Exploration expense" on the Company's consolidated statement of
operations for the six months ended June 30, 2020.

On August 5, 2019, the Company's board of directors authorized a share
repurchase program of up to 10 million shares of Class A Common Stock. The
program does not require purchases to be made within a particular timeframe. As
of June 30, 2020, the Company had repurchased 2.0 million shares under the plan
at a cost of $16.8 million, 1.0 million of which were repurchased in the first
quarter of 2020 at a cost of $6.5 million. No shares were repurchased in the
second quarter of 2020.
Results of Operations

Factors Affecting the Comparability of the Historical Financial Results

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 following factors:

•During the first quarter of 2020, the Company incurred impairments of $1.9 billion related to proved and unproved oil and natural gas properties as a result of the sharp decline in commodity prices;



•On February 21, 2020, the Company completed the acquisition of certain
non-operated oil and natural gas assets located in Karnes and DeWitt Counties,
Texas, for approximately $72.0 million in cash, subject to customary closing
adjustments;

•On May 31, 2019, the Company completed the acquisition of certain oil and
natural gas assets located in the Company's Karnes County Assets for
approximately $36.3 million in cash and approximately 3.1 million shares of the
Company's Class A Common Stock; and

•On February 5, 2019, Magnolia Operating formed a joint venture, Highlander Oil
& Gas Holdings LLC ("Highlander"), to complete the acquisition of a 72% working
interest in the Eocene-Tuscaloosa Zone, Ultra Deep Structure gas well located in
St. Martin Parish, Louisiana (the "Highlander Well"), in which MGY Louisiana
LLC, a wholly owned subsidiary of Magnolia Operating, holds approximately 85% of
the units, with the remaining 15% attributable to noncontrolling interest.

As a result of the factors listed above, 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.
                                       18
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Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019



Oil, Natural Gas and NGL Sales Revenues. The following table provides the
components of Magnolia's revenues for the periods indicated, as well as each
period's respective average prices and production volumes. This table shows
production on a boe basis in which natural gas is converted to an equivalent
barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be
reflective of the current price ratio between the two products.
                                                   Three Months Ended
(In thousands, except per unit data)       June 30, 2020       June 30, 2019
Production:
Oil (MBbls)                                       3,089               3,189
Natural gas (MMcf)                                9,763              10,057
NGLs (MBbls)                                      1,122               1,060
Total (Mboe)                                      5,838               5,925

Average daily production:
Oil (Bbls/d)                                     33,940              35,044
Natural gas (Mcf/d)                             107,289             110,516
NGLs (Bbls/d)                                    12,324              11,648
Total (boe/d)                                    64,146              65,111

Revenues:
Oil revenues                              $      60,790       $     204,513
Natural gas revenues                             13,168              22,590
Natural gas liquids revenues                      8,881              15,855
Total revenues                            $      82,839       $     242,958

Average Price:
Oil (per barrel)                          $       19.68       $       64.13
Natural gas (per Mcf)                              1.35                2.25
NGLs (per barrel)                                  7.92               14.96


Oil revenues were 73% and 84% of the Company's total revenues for the three
months ended June 30, 2020 and 2019, respectively. Oil production was 53% and
54% of total production volume for the three months ended June 30, 2020 and
2019, respectively. The oil revenues for the three months ended June 30, 2020
were $143.7 million lower than the three months ended June 30, 2019. A 69%
decrease in average prices reduced second quarter 2020 revenues by
$141.7 million compared to the same period in the prior year, while a 3%
decrease in oil production reduced revenues by $2.0 million.

Natural gas revenues were 16% and 9% of the Company's total revenues for the
three months ended June 30, 2020 and 2019, respectively. Natural gas production
was 28% of total production volume for each of the three months ended June 30,
2020 and 2019. Natural gas revenues for the three months ended June 30, 2020
were $9.4 million lower than the three months ended June 30, 2019. A 40%
decrease in average prices reduced second quarter 2020 revenues by $9.0 million
compared to the same period in the prior year, while a 3% decrease in natural
gas production reduced revenues by $0.4 million.

NGL revenues were 11% and 7% of the Company's total revenues for the three
months ended June 30, 2020 and 2019, respectively. NGL production was 19% and
18% of total production volume for the three months ended June 30, 2020 and June
30, 2019, respectively. NGL revenues for the three months ended June 30, 2020
were $7.0 million lower than the three months ended June 30, 2019. A 47%
decrease in average prices reduced second quarter 2020 revenues by $7.5 million
compared to the same period in the prior year, while a 6% increase in NGL
production increased revenues by $0.5 million.

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Operating Expenses and Other Income (Expense). The following table summarizes the Company's operating expenses and other income (expense) for the periods indicated.


                                                           Three Months 

Ended


(In thousands, except per unit data)               June 30, 2020       June 30, 2019
Operating Expenses:
Lease operating expenses                          $      18,310       $     

24,895


Gathering, transportation, and processing                 6,788               7,431
Taxes other than income                                   5,525              13,091
Exploration expenses                                      6,462               3,617
Asset retirement obligations accretion                    1,464             

1,373


Depreciation, depletion and amortization                 50,870             

126,102


Amortization of intangible assets                         3,626             

3,626


General and administrative expenses                      15,729             

19,106


Transaction related costs                                     -             

85


Total operating costs and expenses                $     108,774       $     

199,326



Other Income (Expense):
Income from equity method investee                $         611       $         128
Interest expense, net                                    (7,256)             (7,299)
Other expense, net                                           13                 (13)
Total other expense                               $      (6,632)      $      (7,184)

Average Operating Costs per boe:
Lease operating expenses                          $        3.14       $     

4.20


Gathering, transportation, and processing                  1.16                1.25
Taxes other than income                                    0.95                2.21
Exploration expense                                        1.11                0.61
Impairment of oil and natural gas properties                  -             

-


Asset retirement obligation accretion                      0.25             

0.23


Depreciation, depletion and amortization                   8.71             

21.28


Amortization of intangible assets                          0.62             

0.61


General and administrative expenses                        2.69                3.22
Transaction related costs                                     -                0.01


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, 2020 were $6.6 million, or $1.06
per boe, lower than the three months ended June 30, 2019 primarily due to the
suspension of completion activity and reduction of operating expenses associated
with bringing new wells online.

Gathering, transportation, and processing 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 gathering, transportation, and processing costs for the three
months ended June 30, 2020 were $0.6 million, or $0.09 per boe, lower than the
three months ended June 30, 2019 primarily due to lower gas prices and
production from the Giddings Assets.

Taxes other than income include production and ad valorem 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 were $7.6 million, or $1.26 per boe, lower for the three
months ended June 30, 2020 compared to the three months ended June 30, 2019
primarily due to a decrease in revenues following the recent decline in
commodity prices.

Exploration expenses are geological and geophysical costs that include unproved
property impairments, seismic surveying costs, costs of expired or abandoned
leases, and delay rentals. The exploration costs for the three months ended
June 30, 2020 were $2.8 million higher than the three months ended June 30, 2019
and $0.50 higher on a boe basis. This increase is primarily due to
                                       20
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higher leasehold abandonment expenses related to the Company's unproved natural gas properties offset by lower seismic surveying costs.



Depreciation, depletion and amortization ("DD&A") during the three months ended
June 30, 2020 was $75.2 million lower than the three months ended June 30, 2019.
The DD&A rate per boe for the three months ended June 30, 2020 was $12.57 lower
than the three months ended June 30, 2019. The decrease is primarily the result
of lower asset property balances associated with proved property impairments
recorded in the first quarter of 2020.

General and administrative ("G&A") expenses during the three months ended
June 30, 2020 were $3.4 million lower than the three months ended June 30, 2019
primarily as a result of lower employee compensation and other corporate cost
cutting initiatives.

Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019



Oil, Natural Gas and NGL Sales Revenues. The following table provides the
components of Magnolia's revenues for the periods indicated, as well as each
period's respective average prices and production volumes. This table shows
production on a boe basis in which natural gas is converted to an equivalent
barrel of oil based on a ratio of six Mcf to one barrel. This ratio may not be
reflective of the current price ratio between the two products.
                                                    Six Months Ended
(In thousands, except per unit data)       June 30, 2020       June 30, 2019
Production:
Oil (MBbls)                                       6,479               6,095
Natural gas (MMcf)                               19,817              19,820
NGLs (MBbls)                                      2,276               2,144
Total (Mboe)                                     12,058              11,542

Average daily production:
Oil (Bbls/d)                                     35,600              33,674
Natural gas (Mcf/d)                             108,882             109,503
NGLs (Bbls/d)                                    12,506              11,845
Total (boe/d)                                    66,253              63,770

Revenues:
Oil revenues                              $     215,476       $     376,167
Natural gas revenues                             29,343              49,965
Natural gas liquids revenues                     19,385              35,499
Total revenues                            $     264,204       $     461,631

Average Price:
Oil (per barrel)                          $       33.26       $       61.72
Natural gas (per Mcf)                              1.48                2.52
NGLs (per barrel)                                  8.52               16.56


Oil revenues were 82% and 81% of the Company's total revenues for the six months
ended June 30, 2020 and 2019, respectively. Oil production was 54% and 53% of
total production volume for the six months ended June 30, 2020 and 2019,
respectively. Oil revenues for the six months ended June 30, 2020 were $160.7
million lower than the six months ended June 30, 2019. A 46% decrease in average
prices reduced revenues for the six months ended June 30, 2020 by $173.5 million
compared to the same period in the prior year, while a 6% increase in oil
production increased revenue $12.8 million.

Natural gas revenues were 11% of the Company's total revenues for each of the
six months ended June 30, 2020 and 2019. Natural gas production was 27% and 29%
of total production volume for the six months ended June 30, 2020 and 2019,
respectively. Natural gas revenues for the six months ended June 30, 2020 were
$20.6 million lower than the six months ended June 30, 2019 which resulted from
a 41% decrease in average prices for the six months ended June 30, 2020 compared
to the same period in the prior year.

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NGL revenues were 7% and 8% of the Company's total revenues for the six months
ended June 30, 2020 and 2019, respectively. NGL production was 19% of total
production volume for each of the six months ended June 30, 2020 and June 30,
2019. NGL revenues for the six months ended were June 30, 2020 $16.1 million
lower than the six months ended June 30, 2019. A 49% decrease in average prices
reduced revenues for the six months ended June 30, 2020 by $17.2 million as
compared to the same period in the prior year, while a 6% increase in NGL
production increased revenue $1.1 million.

Operating Expenses and Other Income (Expense). The following table summarizes the Company's operating expenses and other income (expense) for the periods indicated.


                                                           Six Months Ended
(In thousands, except per unit data)               June 30, 2020      June 30, 2019
Operating Expenses:
Lease operating expenses                          $     42,473       $      

46,413


Gathering, transportation, and processing               14,807              16,746
Taxes other than income                                 15,543              27,492
Exploration expenses                                   562,888               6,093
Impairment of oil and natural gas properties         1,381,258              

-


Asset retirement obligations accretion                   2,902              

2,701


Depreciation, depletion and amortization               193,542             

242,048


Amortization of intangible assets                        7,253              

7,253


General and administrative expenses                     33,809              

35,302


Transaction related costs                                    -              

438


Total operating costs and expenses                $  2,254,475       $     

384,486



Other Income (Expense):
Income from equity method investee                       1,052                 516
Interest expense, net                                  (14,012)            (14,715)
Other expense, net                                        (460)                (11)
Total other expense                               $    (13,420)      $     (14,210)

Average Operating Costs per boe:
Lease operating expenses                          $       3.52       $      

4.02


Gathering, transportation, and processing                 1.23                1.45
Taxes other than income                                   1.29                2.38
Exploration expense                                      46.68                0.53
Impairment of oil and natural gas properties            114.55              

-


Asset retirement obligation accretion                     0.24              

0.23


Depreciation, depletion and amortization                 16.05              

20.97


Amortization of intangible assets                         0.60              

0.63


General and administrative expenses                       2.80                3.06
Transaction related costs                                    -                0.04


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 six months ended June 30, 2020 were $3.9 million, or $0.50 per
boe, lower than the six months ended June 30, 2019 primarily due to the
suspension of completion activity and reduction of operating expenses associated
with bringing new wells online.

Gathering, transportation, and processing 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 gathering, transportation, and processing costs for the six
months ended June 30, 2020 were $1.9 million, or $0.22 per boe, lower than the
six months ended June 30, 2019 primarily due to lower gas production and prices
from the Karnes County Assets and Giddings Assets.

                                       22
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Taxes other than income include production and ad valorem 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 and related cost per boe were $11.9 million, or $1.09
per boe, lower for the six months ended June 30, 2020 compared to the six months
ended June 30, 2019 primarily due to a decrease in revenues following the recent
decline in commodity prices.

Exploration expenses are geological and geophysical costs that include unproved
property impairments, seismic surveying costs, costs of expired or abandoned
leases, and delay rentals. The exploration costs for the six months ended
June 30, 2020 were $556.8 million higher than the six months ended June 30, 2019
and $46.15 higher on a boe basis primarily as a result of an impairment related
to Magnolia's unproved oil and natural gas properties due to the sharp decline
in commodity prices primarily driven by the COVID-19 pandemic and oversupply by
producers relating to oil price and production controls. For more information,
please see Note 5 "Fair Value Measurements" to the Company's consolidated
financial statements included in this Quarterly Report on Form 10-Q.

For the six months ended June 30, 2020, Magnolia recognized $1.4 billion of
impairment included in "Impairment of oil and natural gas properties" in the
consolidated statement of operations related to its proved oil and natural gas
properties. The impairment was driven by the sharp decline in commodity prices.
For more information, please see   Note 5     "    Fair Value
Measurements    "   to the Company's consolidated financial statements included
in this Quarterly Report on Form 10-Q.

DD&A during the six months ended June 30, 2020 was $48.5 million lower than the
six months ended June 30, 2019. The DD&A rate per boe for the six months ended
June 30, 2020 was $4.92 lower than the six months ended June 30, 2019. The
decrease is primarily the result of lower asset property balances associated
with proved property impairments recorded in the first quarter of 2020.

G&A expenses during the six months ended June 30, 2020 were $1.5 million lower
than the six months ended June 30, 2019 primarily as a result of lower employee
compensation and other corporate cost cutting initiatives.

Interest expense, net, incurred for the six months ended June 30, 2020 and 2019
is due to interest and amortization of debt issuance costs related to the
Company's 2026 Senior Notes and the RBL Facility. The interest expense, net,
incurred during the six months ended June 30, 2020 was $0.7 million lower than
the six months ended June 30, 2019 due to higher interest income.

Liquidity and Capital Resources



Magnolia's primary source of liquidity and capital has been its cash flows from
operations. The Company's primary uses of cash have been for acquisitions of oil
and natural gas properties and related assets, development of the Company's oil
and natural gas properties, and general working capital needs.

The Company may also utilize borrowings under other various financing sources
available to Magnolia, including its RBL Facility and the issuance of equity or
debt securities through public offerings or private placements, to fund
Magnolia's acquisitions and long-term liquidity needs. Magnolia's ability to
complete future offerings of equity or debt securities and the timing of these
offerings will depend upon various factors, including prevailing market
conditions and the Company's financial condition.

The Company anticipates its current cash balance, cash flows from operations,
and its available sources of liquidity to be sufficient to meet the Company's
cash requirements. However, as the impact of recent declines in worldwide crude
oil and natural gas prices and the impact of COVID-19 on the economy evolves,
the Company will continue to assess its liquidity needs. In the event of a
sustained market deterioration, Magnolia may need additional liquidity, which
would require the Company to evaluate available alternatives and take
appropriate actions.

As of June 30, 2020, the Company had $400.0 million of principal debt related to
the 2026 Senior Notes outstanding and no outstanding borrowings related to the
RBL Facility. As of June 30, 2020, the Company had $566.9 million of liquidity
comprised of the $450.0 million of borrowing base capacity of the RBL Facility
and $116.9 million of cash and cash equivalents.

Cash and Cash Equivalents



At June 30, 2020, Magnolia had $116.9 million of cash and cash equivalents. The
Company's cash and cash equivalents are maintained with various financial
institutions in the United States. Deposits with these institutions may exceed
the amount of insurance provided on such deposits. However, the Company
regularly monitors the financial stability of its financial institutions and
believes that the Company is not exposed to any significant default risk.

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Sources and Uses of Cash and Cash Equivalents



The following table presents the sources and uses of the Company's cash for the
periods presented:
                                                                               Six Months Ended
(In thousands)                                                       June 30, 2020          June 30, 2019
Sources of cash and cash equivalents
Net cash provided by operating activities                           $     165,842          $     309,391
Other                                                                           -                 11,551
                                                                    $     165,842          $     320,942
Uses of cash and cash equivalents
Acquisitions, other                                                 $     (69,782)         $     (91,903)
Additions to oil and natural gas properties                              (129,651)              (263,064)

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

                                                (24,381)                (4,245)
Class A Common Stock repurchase                                            (6,483)                     -
Other                                                                      (1,328)                  (779)
                                                                         (231,625)              (359,991)
Decrease in cash and cash equivalents                               $     

(65,783) $ (39,049)

Sources of Cash and Cash Equivalents

Net Cash Provided by Operating Activities



Operating cash flows are the Company's primary source of liquidity and are
impacted, in the short term and long term, by oil and natural gas prices. The
factors that determine operating cash flows are largely the same as those that
affect net earnings or net losses, with the exception of certain non-cash
expenses such as DD&A, the non-cash portion of exploration expense, impairment
of oil and natural gas properties, asset retirement obligation accretion, and
deferred income tax expense.

Net cash provided by operating activities totaled $165.8 million and $309.4
million for the six months ended June 30, 2020 and 2019, respectively. During
the six months ended June 30, 2020, cash provided by operating activities was
negatively impacted by the sharp decline of oil and natural gas prices and
payment of liabilities, partially offset by positive impacts from the timing of
collections, and lower production tax payments.

Uses of Cash and Cash Equivalents

Acquisitions



During the six months ended June 30, 2020, the Company completed various
leasehold and property acquisitions, primarily comprised of a $72.0 million
acquisition of certain non-operated oil and natural gas assets located in Karnes
and DeWitt Counties, Texas. During the six months ended June 30, 2019, the
Company incurred $91.9 million of acquisition costs, primarily related to the
formation of the Highlander joint venture.

Additions to Oil and Natural Gas Properties

The following table sets forth the Company's capital expenditures for the three and six months ended June 30, 2020 and 2019:


                                                              Three Months Ended                                             Six Months Ended
(In thousands)                                       June 30, 2020          June 30, 2019          June 30, 2020           June 30, 2019
Drilling and completion                             $      27,272

$ 116,031 $ 127,883 $ 255,794 Leasehold acquisition costs

                                   988                  1,341                  1,768                    7,270
Total capital expenditures                          $      28,260

$ 117,372 $ 129,651 $ 263,064





As of June 30, 2020, Magnolia was running a one-rig program for the Giddings
Assets. The activity during the six months ended June 30, 2020 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.
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Capital Requirements

Repurchase of Class A Common Stock



On August 5, 2019, the Company's board of directors authorized a share
repurchase program of up to 10 million shares of Class A Common Stock. The
program does not require purchases to be made within a particular timeframe and
whether the Company undertakes these additional repurchases is ultimately
subject to numerous considerations, market conditions, and other factors. During
the first quarter of 2020, the Company repurchased 1.0 million shares for a
total cost of approximately $6.5 million. No shares were repurchased during the
second quarter of 2020.

Off-Balance Sheet Arrangements

As of June 30, 2020, there were no off-balance sheet arrangements.

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