Ranger Oil Corporation ("Ranger" or the "Company") (Nasdaq: ROCC) today announced its financial and operational results for the third quarter 2021.

Recent Significant Highlights

The operational and financial results below do not include the Lonestar Resources US Inc. (“Lonestar”) acquisition which closed October 5, 2021, unless otherwise noted.

  • Rebranded the Company as Ranger Oil Corporation;
  • Ranger’s Board Member Tiffany (“TJ”) Thom Cepak Named to Savoy Magazine’s 2021 List of “Most Influential Black Corporate Directors”;
  • Sold 20,429 barrels of oil per day (“bbl/d”) for the third quarter of 2021, slightly exceeding the mid-point of guidance. Total sales volumes for the third quarter of 2021 were 25,483 barrels of oil equivalent per day (“boe/d”);
  • Generated significant free cash flow(1) for the eighth consecutive quarter, lowering net debt(2) by approximately $29 million to $305 million as of September 30, 2021;
  • Generated net income of $43 million for the third quarter of 2021; and
  • Reported adjusted EBITDAX(3) of over $88 million for the third quarter of 2021.

“The last several months have marked an incredible period of positive transformation," said Darrin Henke, President and Chief Executive Officer of Ranger. “I’m so proud of the many accomplishments we’ve made - closing our Lonestar acquisition, strengthening our balance sheet with our unsecured notes offering, outperforming the midpoint of our guidance for both production and capital, and generating our eighth consecutive quarter of free cash flow(1). To mark the success of our strategic transformation, we rebranded the Company to Ranger Oil Corporation. I want to thank the entire Ranger team for their continued hard work and dedication, without which this transformation would not have been possible. We are also proud of TJ’s accomplishment of being named to Savoy Magazine’s 2021 List of Most Influential Black Corporate Directors. TJ is a valued and key member of our Board, and we thank her for her continued commitment and dedication to Ranger.”

Mr. Henke continued, “While we celebrate our successes, we never stop pursuing continuous improvement. Turning to the fourth quarter, we are focused on engineering our next phase of operational and financial outperformance. First, we are executing on previously identified G&A and operating synergies in connection with the Lonestar acquisition. We continue to expect more than $20 million of annual synergies, with significant incremental development synergies through the drilling of longer lateral wells, increased wells per pad, and shared facilities and infrastructure. In anticipation of these larger, more capital-efficient pads, we are diligently working with our midstream partners to invest in field infrastructure. The plan calls for field compression upgrades and optimization of other infrastructure as we prepare for this next phase of development. We expect this plan to result in consistent production for the fourth quarter relative to this quarter for our legacy Ranger assets; however, the recent closing of the Lonestar acquisition grows our overall production base by approximately 50% on a barrel of oil equivalent basis. Our investments in field infrastructure combined with our continued two-rig drilling program provide momentum for a highly capital efficient 2022, with mid to high single-digit production growth year-over-year.”

Mr. Henke added, "With our focus on capital discipline and operational efficiencies, combined with current commodity prices, we expect the Company’s free cash flow(1) profile to significantly accelerate in 2022, producing well in excess of $200 million for the calendar year. Our growing EBITDAX and strong free cash flow generation are expected to result in a leverage(4) ratio of 1.0x or less in the first half of next year. As we approach this goal, we continue to review all potential options for accretive uses of our free cash flow for the benefit of our shareholders while maintaining our strong balance sheet. Lastly, we continue to see a significant opportunity for us to be the basin consolidator of choice. As in the past, our strategy will remain squarely focused on long-term shareholder accretion, rigorous capital discipline, balance sheet strength, strong cash-on-cash returns, and a commitment to operating in an environmentally and socially responsible manner."

Third Quarter 2021 Operating Results

Total sales volumes for the third quarter of 2021 were 2.3 million barrels of oil equivalent, or 25,483 boe/d (80% crude oil). During the third quarter of 2021, the Company completed and turned in line 10 gross (9.2 net) wells.

Third Quarter 2021 Financial Results 

Operating expenses were $65.8 million, or $28.06 per barrel of oil equivalent ("boe"), in the third quarter of 2021 including $13.21 per boe of depreciation, depletion and amortization expenses. Total cash direct operating expenses(5), which consist of lease operating expenses ("LOE"), gathering, processing, and transportation ("GPT") expenses, production and ad valorem taxes, and cash general and administrative ("G&A") expenses, were $33.8 million, or $14.43 per boe, in the third quarter of 2021.  Total G&A expenses for the third quarter of 2021 were $4.66 per boe, which includes $2.7 million of non-recurring transaction costs and $1.0 million of non-cash share-based compensation.  For the third quarter of 2021, adjusted cash G&A expenses(6), which exclude non-cash share-based compensation and non-recurring transaction costs, were $3.11 per boe, and LOE was $4.54 per boe.

Net income for the third quarter of 2021 was $43.1 million, and net income attributable to common shareholders was $17.4 million, or $1.11 per share and per diluted share, compared to a net loss of $243.4 million, or $16.03 loss per share, in the third quarter of 2020.  Adjusted net income(7) was $44.1 million, or $1.15 per diluted share, in the third quarter of 2021 versus $17.3 million, or $1.14 per diluted share in the third quarter of 2020.

Adjusted EBITDAX(3) was $88.1 million in the third quarter of 2021, compared to $63.7 million in the third quarter of 2020, up primarily due to higher production and higher crude oil prices.

Balance Sheet and Liquidity

As of October 29, 2021, Ranger had long-term debt of $662.9 million (net debt of $603.7 million), which is comprised of $400 million of senior unsecured notes and $203.7 million under its revolving credit facility, net of cash. The Company has a borrowing base of $600 million with elected commitments of $400 million. Ranger’s liquidity under its revolving credit facility was $195.9 million as of October 29, 2021.

Acreage

As of October 5, 2021, the Company (including the Lonestar acquisition) had approximately 174,600 gross (142,600 net) acres.  Approximately 93% of Ranger’s acreage is held by production.

Q4 2021 Outlook

The table below sets forth the Company's operational and financial guidance for the fourth quarter 2021:

    4Q 2021    
Reported Oil Sales Volumes (bbl/d)   25,700 – 27,700    
         
Realized Price Differentials        
Oil (WTI, per bbl)   $(3.00) - $(2.00)    
Natural gas (Henry Hub, per MMBtu)   $(0.10) - $0.10    
         
Direct Operating Expenses        
Lease operating expenses (per boe)   $4.75 - $4.95    
GPT expenses (per boe)   $2.55 - $2.85    
Ad valorem and production taxes (percent of product revenue)   6.3% - 6.8%    
Adjusted cash G&A expenses (per boe)(6)   $2.85 - $3.15    
         
Capital Expenditures (millions)        
Drilling & Completion   $65 - $75    
Land, Facilities and other   $1    

Note: As a result of the Lonestar transaction closing on October 5, 2021, financial and operational data for Lonestar for the first four days of the fourth quarter will not be included in Ranger’s fourth quarter results and are not reflected in the above guidance. Preliminary estimates for production associated with the Lonestar assets for the first four days of October reduced production by approximately 600 boe/d, which includes 300 bbl/d for the quarter.

Ranger remains committed to maintaining capital and operational discipline; thus, the Company currently anticipates maintaining a two-rig program. The Company believes a two-rig program in 2022 can achieve results approximating a 2.5 rig development scenario given the significant operational efficiencies in both drilling and completion techniques, extended lateral length across the combined acreage position, higher working interest acreage, and increased wells per pad.

Third Quarter 2021 Conference Call

A conference call and webcast discussing the third quarter 2021 financial and operational results is scheduled for Thursday, November 4, 2021 at 10 a.m. ET. Prepared remarks will be followed by a question and answer period. Investors and analysts may participate via phone by dialing (844) 707-6931 (international: (412) 317-9248) five to 10 minutes before the scheduled start time, or via webcast by logging on to the Company's website, www.Rangeroil.com, at least 15 minutes prior to the scheduled start time to download supporting materials and install any necessary audio software.

An on-demand replay of the webcast will be available on the Company's website beginning shortly after the webcast. The replay will also be available from November 4, 2021, through November 11, 2021, by dialing (877) 344-7529 (international (412) 317-0088) and entering the passcode 10161219.

About Ranger Oil Corporation

Ranger Oil (formerly known as Penn Virginia Corporation) is a pure-play independent oil and gas company engaged in the development and production of oil, NGLs, and natural gas, with operations in the Eagle Ford shale in South Texas. For more information, please visit our website at www.Rangeroil.com.

Cautionary Statements Regarding Guidance

The estimates and guidance presented in this release are based on assumptions of current and future capital expenditure levels, prices for oil, NGLs, and natural gas, and NGLs, available liquidity, indications of supply and demand for oil, well results, and operating costs. The guidance provided in this release does not constitute any form of guarantee or assurance that the matters indicated will be achieved. While we believe these estimates and the assumptions on which they are based are reasonable as of the date on which they are made, they are inherently uncertain and are subject to, among other things, significant business, economic, operational, and regulatory risks, and uncertainties, some of which are not known as of the date of the statement. Guidance and estimates, and the assumptions on which they are based, are subject to material revision. Actual results may differ materially from estimates and guidance. Please read the "Forward-Looking Statements" section below, as well as "Risk Factors" in our annual report on Form 10-K and our quarterly reports on Form 10-Q, which are incorporated herein.

Forward-Looking Statements 

This communication contains certain "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. Statements that are not historical facts are forward-looking statements, and such statements include, words such as "anticipate," "guidance," "assumptions," "projects," "forward," "estimates," "outlook," "expects," "continues,", “project”, "intends," "plans," "believes," "future," "potential," "may," "foresee," "possible," "should," "would," "could," "focus" and variations of such words or similar expressions, including the negative thereof, to identify forward-looking statements. Because such statements include assumptions, risks, uncertainties, and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: the risk that the benefits of the acquisition of Lonestar may not be fully realized or may take longer to realize than expected, and that management attention will be diverted to transaction-related issues; the impact of the COVID-19 pandemic, including reduced demand for oil and natural gas, economic slowdown, governmental actions, stay-at-home orders, interruptions to our operations or our customer's operations; risks related to and the impact of actual or anticipated other world health events; our ability to satisfy our short-term and long-term liquidity needs, including our ability to generate sufficient cash flows from operations or to obtain adequate financing; our ability to maintain our relationships with our suppliers, service providers, customers, employees, and other third parties; our ability to develop, explore for, acquire and replace oil and gas reserves and sustain production; our ability to generate profits or achieve targeted reserves in our development and exploratory drilling and well operations; the projected demand for and supply of oil, NGLs and natural gas; our ability to contract for drilling rigs, frac crews, materials, supplies and services at reasonable costs; our ability to renew or replace expiring contracts on acceptable terms; our ability to obtain adequate pipeline transportation capacity or other transportation for our oil and gas production at reasonable cost and to sell our production at, or at reasonable discounts to, market prices; and other risks set forth in our filings with the SEC, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Additional Information concerning these and other factors can be found in our press releases and public filings with the SEC. Many of the factors that will determine our future results are beyond the ability of management to control or predict. In addition, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The statements in this communication speak only as of the date of the communication. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Footnotes

1)   Free cash flow is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

2)   Net debt is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

3)   Adjusted EBITDAX is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

4)   Leverage ratio is defined as Net Debt to LTM Adjusted EBITDAX. Net Debt and Adjusted EBITDAX are non-GAAP measures defined and reconciled at the end of this release.

5)   Total cash direct operating expenses is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

6)   Adjusted cash G&A expense is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

7)   Adjusted net income is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the closest GAAP-based financial measures appear at the end of this release.

RANGER OIL CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSand SELECTED OPERATING STATISTICS - unaudited(in thousands, except per share, production and price data)

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
Revenues and other                    
Crude oil   $ 127,995     $ 116,314     $ 63,227     $ 326,222     $ 190,732  
Natural gas liquids (NGLs)   7,165     4,388     2,824     15,115     6,295  
Natural gas   4,973     3,087     2,563     10,893     7,273  
Total product revenues   140,133     123,789     68,614     352,230     204,300  
Other operating income, net   928     910     797     2,085     1,972  
Total revenues and other   141,061     124,699     69,411     354,315     206,272  
Operating expenses                    
Lease operating   10,647     9,728     8,275     29,200     27,901  
Gathering, processing and transportation   5,688     5,173     5,760     15,535     16,797  
Production and ad valorem taxes   7,534     6,721     4,368     19,768     13,152  
General and administrative   10,932     6,985     8,585     31,094     23,801  
Depreciation, depletion and amortization   30,975     28,795     37,038     83,654     114,891  
Impairments of oil and gas properties           235,989     1,811     271,498  
Total operating expenses   65,776     57,402     300,015     181,062     468,040  
Operating income (loss)   75,285     67,297     (230,604 )   173,253     (261,768 )
Other income (expense)                    
Interest expense, net   (10,582 )   (5,303 )   (7,497 )   (21,282 )   (24,213 )
Loss on extinguishment of debt               (1,231 )    
Derivatives   (21,084 )   (54,227 )   (6,891 )   (119,679 )   109,879  
Other, net   (7 )       21     (13 )   (42 )
Income (loss) before income taxes   43,612     7,767     (244,971 )   31,048     (176,144 )
Income tax (expense) benefit   (549 )   (171 )   1,558     (410 )   1,110  
Net income (loss)   43,063     7,596     (243,413 )   30,638     (175,034 )
Net income attributable to Noncontrolling interest   (25,676 )   (4,551 )       (23,778 )    
Net income (loss) attributable to common shareholders   $ 17,387     $ 3,045     $ (243,413 )   $ 6,860     $ (175,034 )
                     
Net income (loss) per share:                    
Basic   $ 1.13     $ 0.20     $ (16.03 )   $ 0.45     $ (11.54 )
Diluted   $ 1.11     $ 0.20     $ (16.03 )   $ 0.44     $ (11.54 )
                     
Weighted average shares outstanding:                    
Basic   15,319     15,311     15,183     15,298     15,168  
Diluted   15,713     38,372     15,183     15,669     15,168  
    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
Sales Volumes                    
Crude oil (Mbbls)   1,879   1,831   1,691   5,179   5,291
NGLs (Mbbls)   263   240   307   713   917
Natural gas (MMcf)   1,211   1,143   1,421   3,367   4,206
Total (Mboe)   2,344   2,261   2,235   6,453   6,909
Average sales volumes (boe/d)   25,483   24,844   24,295   23,638   25,214
                     
Realized Prices                    
Crude oil ($/bbl)   $ 68.10   $ 63.54   $ 37.39   $ 62.99   $ 36.05
NGLs ($/bbl)   $ 27.24   $ 18.31   $ 9.20   $ 21.21   $ 6.86
Natural gas ($/Mcf)   $ 4.11   $ 2.70   $ 1.80   $ 3.23   $ 1.73
Aggregate ($/boe)   $ 59.77   $ 54.75   $ 30.70   $ 54.58   $ 29.57
                     
Realized Prices, including effects of derivatives, net 1                    
Crude oil ($/bbl)   $ 57.15   $ 52.70   $ 48.28   $ 52.08   $ 51.05
NGLs ($/bbl)   $ 25.77   $ 17.87   $ 9.20   $ 20.52   $ 6.86
Natural gas ($/Mcf)   $ 3.44   $ 2.71   $ 1.88   $ 3.01   $ 1.86
Aggregate ($/boe)   $ 50.49   $ 45.93   $ 38.99   $ 45.63   $ 41.14

1 Realized prices, including effects of derivatives, net are non-GAAP measures. Definitions of non-GAAP financial measures and reconciliations of non-GAAP financial measures appear at the end of this release.

Reconciliation of GAAP “Realized prices” to Non-GAAP “Realized prices, including effects of derivatives, net”We present our realized prices for crude oil, NGLS and natural gas, as adjusted for the effects of derivatives, net as we believe these measures are useful to management and stakeholders in determining the effectiveness of our price-risk management program that is designed to reduce the volatility associated with our operations. Realized prices for crude oil, NGLs and natural gas, as adjusted for the effects of derivatives, net, are supplemental financial measures that are not prepared in accordance with generally accepted accounting principles (“GAAP”). The following table presents the calculation of our non-GAAP realized prices for crude oil, NGLs and natural gas, as adjusted for the effects of derivatives, net and reconciles to realized prices for crude oil and natural gas determined in accordance with GAAP:

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
                     
Realized crude oil prices ($/bbl)   $ 68.10     $ 63.54     $ 37.39   $ 62.99     $ 36.05
Effects of derivatives ($/bbl)   (10.95 )   (10.84 )   10.89   (10.91 )   15.00
Crude oil realized prices, including effects of derivatives, net ($/bbl)   $ 57.15     $ 52.70     $ 48.28   $ 52.08     $ 51.05
                     
Realized natural gas liquid prices ($/bbl)   $ 27.24     $ 18.31     $ 9.20   $ 21.21     $ 6.86
Effects of derivatives ($/bbl)   (1.47 )   (0.44 )     (0.69 )   $
Natural gas liquid realized prices, including effects of derivatives, net ($/bbl)   $ 25.77     $ 17.87     $ 9.20   $ 20.52     $ 6.86
                     
Realized natural gas prices ($/Mcf)   $ 4.11     $ 2.70     $ 1.80   $ 3.23     $ 1.73
Effects of derivatives ($/Mcf)   (0.67 )   0.01     0.08   (0.22 )   0.13
Natural gas realized prices, including effects of derivatives, net ($/Mcf)   $ 3.44     $ 2.71     $ 1.88   $ 3.01     $ 1.86
                     
Aggregate realized prices ($/boe)   $ 59.77     $ 54.75     $ 30.70   $ 54.58     $ 29.57
Effects of derivatives ($/boe)   (9.28 )   (8.82 )   8.29   (8.95 )   11.57
Aggregate realized prices, including effects of derivatives, net ($/boe)   $ 50.49     $ 45.93     $ 38.99   $ 45.63     $ 41.14

Effects of derivatives includes, as applicable to the period presented: (i) current period commodity derivative settlements; (ii) the impact of option premiums paid or received in prior periods related to current period production; (iii) the impact of prior period cash settlements of early-terminated derivatives originally designated to settle against current period production; (iv) the exclusion of option premiums paid or received in current period related to future period production; and (v) the exclusion of the impact of current period cash settlements for early-terminated derivatives originally designated to settle against future period production.

RANGER OIL CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEET INFORMATION - unaudited(in thousands)

    September 30,   December 31,
    2021   2020
Assets        
Current assets 1   $ 151,911     $ 153,420  
Net property and equipment   864,878     723,549  
Restricted cash - non-current 1   396,072      
Other noncurrent assets   6,456     30,357  
Total assets   $ 1,419,317     $ 907,326  
         
Liabilities and equity        
Current liabilities   222,919     148,195  
Other noncurrent liabilities   30,480     36,796  
Credit Facility   212,900     314,400  
Second Lien Facility, net   131,633     195,097  
9.25% Senior Notes due 2026, net 2   394,795      
Total long-term debt, net   739,328     509,497  
Equity        
Common shareholders’ equity   173,189     212,838  
Noncontrolling interest   253,401      
Total equity   426,590     212,838  
Total liabilities and equity   $ 1,419,317     $ 907,326  

1 Includes restricted cash - current of $15.4 million related to accrued interest and the discount on the 9.25% Senior Notes. Restricted cash - non-current represents $396.1 million for the 9.25% Senior Notes, net of discount.2 Net proceeds for the 9.25% Senior Notes are held in escrow and, therefore, classified within restricted cash accounts. As of October 5, 2021, these were released from escrow upon closing of the Lonestar acquisition to repay $249.8 million of Lonestar’s long-term debt and accrued interest and related expenses, and the remainder, along with cash on hand, of $146.2 million was used to repay the Second Lien Facility in full, a prepayment premium accrued interest and related expenses.

RANGER OIL CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited(in thousands)

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
Cash flows from operating activities                    
Net income (loss)   $ 43,063     $ 7,596     $ (243,413 )   $ 30,638     $ (175,034 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                    
Loss on extinguishment of debt               1,231      
Depreciation, depletion and amortization   30,975     28,795     37,038     83,654     114,891  
Impairments of oil and gas properties           235,989     1,811     271,498  
Derivative contracts:                    
Net (gains) losses   21,084     54,227     6,891     119,679     (109,879 )
Cash settlements and premiums received (paid), net   (22,238 )   (16,634 )   6,418     (46,041 )   65,295  
Deferred income tax expense (benefit)   379     61     (1,565 )   130     (31 )
Gain on sales of assets, net   (3 )           (7 )   (14 )
Non-cash interest expense   563     568     799     1,742     3,336  
Share-based compensation   971     962     775     4,179     2,582  
Other, net   7     7     9     20     23  
Changes in operating assets and liabilities, net   6,572     14,918     17,887     7,048     17,056  
Net cash provided by operating activities   81,373     90,500     60,828     204,084     189,723  
Cash flows from investing activities                    
Capital expenditures   (50,932 )   (60,948 )   (26,183 )   (146,638 )   (139,010 )
Proceeds from sales of assets, net   4     149         157     83  
Net cash used in investing activities   (50,928 )   (60,799 )   (26,183 )   (146,481 )   (138,927 )
Cash flows from financing activities                    
Proceeds from credit facility borrowings       20,000     5,000     20,000     51,000  
Repayment of credit facility borrowings   (26,000 )   (10,000 )   (40,000 )   (121,500 )   (89,000 )
Repayment of second lien facility   (1,875 )   (1,875 )       (56,890 )    
Proceeds from 9.25% Senior Notes, net of discount   396,072             396,072      
Proceeds from redeemable common units               151,160      
Proceeds from redeemable preferred stock               2      
Transaction costs paid on behalf of Noncontrolling interest               (5,543 )    
Issue costs paid for Noncontrolling interest securities               (3,758 )    
Debt issuance costs paid   (1,567 )       (6 )   (3,397 )   (78 )
Other, net           (1,068 )        
Net cash provided by (used in) financing activities   366,630     8,125     (36,074 )   376,146     (38,078 )
Net increase (decrease) in cash, cash equivalents and restricted cash   397,075     37,826     (1,429 )   433,749     12,718  
Cash, cash equivalents and restricted cash - beginning of period   49,694     11,868     21,945     13,020     7,798  
Cash, cash equivalents and restricted cash - end of period   $ 446,769     $ 49,694     $ 20,516     $ 446,769     $ 20,516  

RANGER OIL CORPORATIONCERTAIN NON-GAAP FINANCIAL MEASURES - unaudited

Readers are reminded that non-GAAP measures are merely a supplement to, and not a replacement for, or superior to financial measures prepared according to GAAP. They should be evaluated in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Adjusted net income”

Adjusted net income is a non-GAAP financial measure that represents net income (loss) adjusted to include net realized settlements of derivatives and exclude the effects, net of income taxes, of non-cash changes in the fair value of derivatives, impairments of oil and gas properties, net gains and losses on the sales of assets, loss on extinguishment of debt, strategic transaction costs, organizational restructuring, including severance and income tax effect of adjustments. We believe that non-GAAP adjusted net income and non-GAAP adjusted net income per share amounts provide meaningful supplemental information regarding our operational performance. This information facilitates management’s internal comparisons to the Company’s historical operating results as well as to the operating results of our competitors. Since management finds this measure to be useful, the Company believes that our investors can benefit by evaluating both non-GAAP and GAAP results. Adjusted net income is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income (loss).

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
    (in thousands, except per share amounts)
Net income (loss)   $ 43,063     $ 7,596     $ (243,413 )   $ 30,638     $ (175,034 )
Adjustments for derivatives:                    
Net losses (gains)   21,084     54,227     6,891     119,679     (109,879 )
Realized settlements, net 1   (22,740 )   (20,900 )   17,623     (60,622 )   78,607  
Impairments of oil and gas properties           235,989     1,811     271,498  
Gain on sales of assets, net   (3 )           (7 )   (14 )
Loss on extinguishment of debt               1,231      
Acquisition/integration, divestiture and strategic transaction costs   2,680         525     7,335     525  
Organizational restructuring, including severance           1,372     239     1,372  
Income tax effect of adjustments   (13 )   (735 )   (1,669 )   (933 )   (1,526 )
Adjusted net income   $ 44,071     $ 40,188     $ 17,318     $ 99,371     $ 65,549  
Net income (loss), per diluted share   $ 1.11     $ 0.20     $ (16.03 )   $ 0.44     $ (11.54 )
Adjusted net income, per diluted share 2   $ 1.15     $ 1.05     $ 1.14     $ 2.60     $ 4.32  

1 Realized settlements, net includes, as applicable to the period presented: (i) current period commodity and interest rate derivative settlements; (ii) the impact of option premiums paid or received in prior periods related to current period production; (iii) the impact of prior period cash settlements of early-terminated derivatives originally designated to settle against current period production; (iv) the exclusion of option premiums paid or received in current period related to future period production; and (v) the exclusion of the impact of current period cash settlements for early-terminated derivatives originally designated to settle against future period production.

2 Adjusted net income per diluted share is calculated based on diluted shares of 38.3 million (assumes the exchange of Series A Preferred stock and 22.5 million Common units held by Juniper for common shares), 38.4 million (assumes the exchange of Series A Preferred stock and 22.5 million Common units held by Juniper for common shares) and 15.2 million for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020, respectively, and 38.2 million (assumes the exchange of Series A Preferred stock and 22.5 million Common units held by Juniper for common shares) and 15.2 million for the nine months ended September 30, 2021 and 2020, respectively.

Reconciliation of GAAP “Net income (loss)” to Non-GAAP “Adjusted EBITDAX”

Adjusted EBITDAX represents net income (loss) before loss on extinguishment of debt, interest expense, income taxes, impairments of oil and gas properties, depreciation, depletion and amortization expense and share-based compensation expense, further adjusted to include the net commodity realized settlements of derivatives and exclude the effects of gains and losses on sales of assets, non-cash changes in the fair value of derivatives, and special items including acquisition, divestiture and strategic transaction costs, and organizational restructuring, including severance. We believe this presentation is commonly used by investors and professional research analysts for the valuation, comparison, rating, investment recommendations of companies within the oil and gas exploration and production industry. We use this information for comparative purposes within our industry. Adjusted EBITDAX is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income (loss). Adjusted EBITDAX as defined by Ranger Oil may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) and other measures prepared in accordance with GAAP, such as operating income or cash flows from operating activities. Adjusted EBITDAX should not be considered in isolation or as a substitute for an analysis of Ranger Oil’s results as reported under GAAP.

    Three Months Ended
    September 30,   June 30,   September 30,
    2021   2021   2020
    (in thousands, except per unit amounts)
Net income (loss)   $ 43,063       $ 7,596       $ (243,413 )  
Adjustments to reconcile to Adjusted EBITDAX:            
Interest expense, net   10,582       5,303       7,497    
Income tax (benefit) expense   549       171       (1,558 )  
Impairments of oil and gas properties               235,989    
Depreciation, depletion and amortization   30,975       28,795       37,038    
Share-based compensation expense   971       962       775    
Gain on sales of assets, net   (3 )              
Adjustments for derivatives:            
Net losses (gains)   21,084       54,227       6,891    
Realized commodity settlements, net 1   (21,768 )     (19,944 )     18,542    
Adjustment for special items:            
Acquisition/integration, divestiture and strategic transaction costs   2,680             525    
Organizational restructuring, including severance               1,372    
Adjusted EBITDAX   $ 88,133       $ 77,110       $ 63,658    
Net income (loss) per boe   $ 18.37       $ 3.36       $ (108.90 )  
Adjusted EBITDAX per boe   $ 37.59       $ 34.11       $ 28.48    

1 Realized commodity settlements, net includes, as applicable to the period presented: (i) current period commodity derivative settlements; (ii) the impact of option premiums paid or received in prior periods related to current period production; (iii) the impact of prior period cash settlements of early-terminated derivatives originally designated to settle against current period production; (iv) the exclusion of option premiums paid or received in current period related to future period production; and (v) the exclusion of the impact of current period cash settlements for early-terminated derivatives originally designated to settle against future period production.

Reconciliation of GAAP “Operating expenses” to Non-GAAP “Adjusted direct operating expenses and Adjusted direct operating expenses per boe”

Adjusted direct operating expenses and adjusted direct operating expenses per boe are supplemental non-GAAP financial measure that exclude certain non-recurring expenses and non-cash expenses. We believe that the non-GAAP measure of Adjusted total direct operating expense per boe is useful to investors because it provides readers with a meaningful measure of our cost profile and provides for greater comparability period-over-period.

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
    (in thousands, except per unit amounts)
Operating expenses - GAAP   $ 65,776     $ 57,402     $ 300,015     $ 181,062     $ 468,040  
Less:                    
Share-based compensation   (971 )   (962 )   (775 )   (4,179 )   (2,582 )
Impairment of oil and gas properties           (235,989 )   (1,811 )   (271,498 )
Depreciation, depletion and amortization   (30,975 )   (28,795 )   (37,038 )   (83,654 )   (114,891 )
Total cash direct operating expenses   33,830     27,645     26,213     91,418     79,069  
Significant special charges:                    
Acquisition/integration, divestiture and strategic transaction costs   (2,680 )       (525 )   (7,335 )   (525 )
Organizational restructuring, including severance           (1,372 )   (239 )   (1,372 )
Non-GAAP Adjusted direct operating expenses   $ 31,150     $ 27,645     $ 24,316     $ 83,844     $ 77,172  
                     
Operating expenses per boe   $ 28.06     $ 25.39     $ 134.22     $ 28.06     $ 67.75  
                     
Total cash direct operating expenses per boe   $ 14.43     $ 12.23     $ 11.73     $ 14.17     $ 11.44  
                     
Non-GAAP Adjusted direct operating expenses per boe   $ 13.29     $ 12.23     $ 10.88     $ 12.99     $ 11.17  

Reconciliation of GAAP “General and administrative expenses” to Non-GAAP “Adjusted cash general and administrative expenses”Adjusted cash general and administrative expenses is a supplemental non-GAAP financial measure that excludes certain non-recurring expenses and non-cash share-based compensation expense. We believe that the non-GAAP measure of Adjusted cash general and administrative expenses is useful to investors because it provides readers with a meaningful measure of our recurring G&A expense and provides for greater comparability period-over-period.

    Three Months Ended   Nine Months Ended
    September 30,   June 30,   September 30,   September 30,
    2021   2021   2020   2021   2020
    (in thousands, except per unit amounts)
GAAP General and administrative expenses   10,932     6,985     8,585     31,094     23,801  
Less: Share-based compensation   (971 )   (962 )   (775 )   (4,179 )   (2,582 )
Significant special charges:                    
Acquisition/integration, divestiture and strategic transaction costs   (2,680 )       (525 )   (7,335 )   (525 )
Organizational restructuring, including severance           (1,372 )   (239 )   (1,372 )
Adjusted cash-based general and administrative expenses   $ 7,281     $ 6,023     $ 5,913     $ 19,341     $ 19,322  
GAAP General and administrative expenses per boe   $ 4.66     $ 3.09     $ 3.84     $ 4.82     $ 3.45  
Adjusted cash general and administrative expenses per boe   $ 3.11     $ 2.66     $ 2.65     $ 3.00     $ 2.80  

Definition and Explanation of Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that management believes illustrates our ability to generate cash flows from our business that are available to be returned to our providers of financing capital represented primarily by our debt holders as we do not currently have a dividend or share repurchase program. We present Free Cash Flow as the excess (deficiency) of Discretionary cash flow over Capital additions, net. Discretionary cash flow is defined as Adjusted EBITDAX (non-GAAP measure defined and reconciled to GAAP net income above) less interest expense, debt issue costs, other, net and adjustments for income taxes refunded and changes for working capital. Capital additions represent our committed capital expenditure and acquisition transactions, net of any proceeds from the sales or disposition of assets. We believe Free Cash Flow is commonly used by investors and professional research analysts for the valuation, comparison, rating, investment recommendations of companies in many industries. Free Cash Flow should be considered as a supplement to net income as a measure of performance and net cash provided by operating activities as a measure of our liquidity.

    Three Months Ended   Nine Months Ended   Twelve Months Ended
    September 30, 2021   September 30, 2021   September 30, 2021
    (in thousands)
Adjusted EBITDAX, as reported   $ 88,133     $ 212,680     $ 269,354  
Interest expense, as reported, less non-cash interest   (10,936 )   (22,101 )   (29,008 )
Income taxes refunded (paid)       (360 )   (360 )
Debt issue costs paid   (1,567 )   (3,397 )   (3,397 )
Working capital and other, net   13,218     60,272     45,633  
Discretionary cash flow   88,848     247,094     282,222  
             
Capital expenditures, as reported   (59,974 )   (182,827 )   (215,454 )
Proceeds from asset sales   4     157     160  
Sales and use tax refunds applied to capital additions       457     457  
Capital additions, net   (59,970 )   (182,213 )   (214,837 )
Non-GAAP Free cash flow   $ 28,878     $ 64,881     $ 67,385  
             
As adjusted net debt at beginning of period 1   $ 334,191     $ 370,194     $ 372,698  
Less: Historical net debt at end of period 2   (305,313 )   (305,313 )   (305,313 )
Non-GAAP Free cash flow   $ 28,878     $ 64,881     $ 67,385  

1 Net debt at the beginning of the period has been adjusted for the net cash effects of the Transaction and debt amendments. See the following table for adjustments attributed to the Juniper transaction and debt amendments.

2 Net debt at the end of the period excludes the 9.25% senior unsecured notes and related funds which were held in escrow as restricted cash - non-current of $396.1 million at September 30, 2021. See the following table.

Net Debt

Net debt, excluding unamortized discount and debt issuance costs is a non-GAAP financial measure that is defined as total principal amount of long-term debt, excluding $9.25% Senior Notes less cash, cash equivalents and restricted cash-current. Net debt, as adjusted, calculated on a pro forma basis as of December 31, 2020 and September 30, 2020 to adjust for related impacts of the Juniper Transaction (refer to footnote 2 below). The most comparable financial measure to net debt, excluding unamortized discount and debt issuance costs under GAAP is principal amount of long-term debt. Net debt is used by management as a measure of our financial leverage. Net debt, excluding unamortized discount and debt issuance costs should not be used by investors or others as the sole basis in formulating investment decisions as it does not represent the Company’s actual indebtedness.

    October 29, 2021   September 30, 2021 1   June 30,2021   December 31,2020   September 30,2020
                Actual   Pro Forma Adjusted 2   Actual   Pro Forma Adjusted 2
        (in thousands)
Long-term debt                            
Credit Facility   $ 262,900        $ 212,900        $ 238,900        $ 314,400        $ 233,900        $ 324,400        243,900     
9.25% Senior Notes, excluding unamortized discount and issue costs   400,000        —        —        —        —        —        —     
Second lien facility, excluding unamortized discount and issue costs   —        143,110        144,985        200,000        148,735        200,000        148,735     
Cash, cash equivalents and restricted cash-current 3   (59,220 )     (50,697 )     (49,694 )     (13,020 )     (12,441 )     (20,516 )     (19,937 )  
Net Debt   $ 603,680        $ 305,313        $ 334,191        $ 501,380        $ 370,194        $ 503,884        $ 372,698     

1  Long-term debt used to calculate Net Debt excludes the 9.25% senior unsecured notes and related funds which were held in escrow as restricted cash at September 30, 2021.

2  Adjustments attributable to the Juniper Transaction and debt amendments include (i) prepayments of $80.5 million under the Credit Facility; (ii) prepayments of $51.3 million under the Second Lien Facility and (iii) transaction expenses of $0.6 million paid in excess of the $150 million received as a capital contribution from Juniper used to fund the prepayments and transaction expenses.

3  Excludes restricted cash - non-current of $396.1 million as of September 30, 2021.

ContactClay JeansonneInvestor RelationsPh: (713) 722-6540E-Mail: invest@pennvirginia.com

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