the Company’s operating results from the Closing through December 31, 2018;

the acquisition by the Company of the Karnes County Business, the Giddings Assets and a 35% membership interest (the “Ironwood Interest”, together with the Karnes County Business and the Giddings Assets, the “Target Assets”) in Ironwood Eagle Ford Midstream, LLC, a Texas limited liability company (“Ironwood Eagle Ford Midstream”) in connection with the Business Combination; and

the issuance of $400 million aggregate principal amount of the Company’s 6.0% senior notes due 2026 (the “Senior Notes”).

the accompanying notes to the unaudited pro forma condensed combined consolidated financial statements;

the historical audited financial statements of the Company for the period from July 31, 2018 through December 31, 2018, included in the Company’s Form 10-K (the “10-K”); filed with the SEC on February 27, 2019;

the historical audited financial statements of the Karnes County Business for the period from January 1, 2018 through July 30, 2018, included in the 10-K;

the historical unaudited statement of revenues and direct operating expenses of the Giddings Assets for the six months ended June 30, 2018, attached as Exhibit 99.3 in the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2018 (the “Current Report”); and

other information relating to the Company, the Target Assets and the Transactions included in the 10-K, the Definitive Proxy Statement relating to the Business Combination filed with the SEC on July 2, 2018, and the Current Report.

Represents the Company’s historical statement of operations for the period from July 31, 2018 (Closing) to December 31, 2018.

Represents the Company’s historical results of operations for the period from January 1, 2018 to July 30, 2018.

Represents the Karnes County Business’s historical statement of operations for the period from January 1, 2018 through July 30, 2018.

Represents the Giddings Assets revenues and direct operating expenses for the period from January 1, 2018 through July 30, 2018.

Represents the Subsequent GulfTex Assets revenues and direct operating expenses for the period from January 1, 2018 through March 1, 2018.

Represents (i) the adjustments to revenues and (ii) gathering, transportation and processing expenses related to ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”) . The Company adopted accounting principles under Topic 606 in 2018. The Karnes County Business and the Giddings Assets had not adopted these principles as of the Closing, therefore, the adjustments are made to conform the adoption of Topic 606 for the financial results presented for the Karnes County Business and the Giddings Assets.

Represents the reversal of a nonrecurring charge related to a seismic licensing fee which resulted directly from the Business Combination.

Represents the adjustment to record retirement obligations accretion expense with respect to the Target Assets, had the Transactions been consummated on January 1, 2018.

Represents the adjustment to record additional depreciation, depletion, and amortization expense with respect to the Target Assets, had the Transactions been consummated on January 1, 2018.

Represents the adjustment to record amortization for one year of the fair value of the intangible asset associated with the non-competition agreement entered into with EnerVest in connection with the Business Combination.

Represents the adjustment to record general and administrative expenses with respect to the Target Assets, had the Transactions been consummated on January 1, 2018.

Represents the adjustment to eliminate historical nonrecurring transaction expenses.

Represents (i) interest expense attributable to the issuance of the $400.0 million aggregate principal amount of the Senior Notes, including amortization of estimated debt issue costs, had the issuance occurred on January 1, 2018 and (ii) commitment fees and amortization of debt issuance costs related to the Company’s undrawn reserve-based credit facility.

Represents the elimination of Karnes County Business’ historical results from derivative activities. The Company does not engage in hedging activities.

Represents the elimination of the $6.7 million loss related to the difference in fair market value of the earnout related to the Giddings Assets purchase recorded as part of the Business Combination and the payment made on September 28, 2018 to fully settle the earnout agreement.

Represents the associated income tax effect on the interest in the historical results of the Target Assets and the pro forma adjustments attributable to the Company, using an estimated combined federal and state statutory income tax rate of approximately 21%, which reflects the corporate rate enacted at the pro forma period dates.

Represents net income attributable to non-controlling interests. The non-controlling interest represents the ownership of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company (“Magnolia LLC”), by the Karnes County Contributors. The Company’s majority ownership interest percentage of 62.93% is based on the proportionate amount of the Company’s Class A Common Stock shares outstanding to the total shares outstanding, inclusive of Class A Common Stock and Class B Common Stock.