United States securities and exchange commission logo
June 1, 2022
Russell T Kelley
Chief Financial Officer
Ranger Oil Corp
16285 Park Ten Place, Suite 500
Houston, TX 77084
Re: Ranger Oil Corp
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed March 8, 2022
File No. 001-13283
Dear Mr. Kelley:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Management's Discussion and Analysis
Liquidity and Capital Resources, page 57
1. We note that you report
within earning releases filed on Form 8-K (e.g. as on March 8,
2022 and May 4, 2022)
the non-GAAP measures of Discretionary Cash Flow and Free
Cash Flow, along with a
compound reconciliation based on your non-GAAP measure of
Adjusted EBITDAX,
contrary to the requirements in 244.100 of Regulation G, which
requires, for each
non-GAAP measure that you report, (i) a presentation of the most
directly comparable
GAAP financial measure, and (ii) a reconciliation between the most
directly comparable
GAAP financial measure and the non-GAAP measure.
Given your
characterization of the measures as representing cash flows, also considering
that your measure of
Free Cash Flow is derived from your measure of Discretionary Cash
Flow, and is described
as illustrating your ability to generate cash flows from
Russell T Kelley
FirstName
Ranger Oil LastNameRussell T Kelley
Corp
Comapany
June 1, 2022NameRanger Oil Corp
June 1,
Page 2 2022 Page 2
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the business, it appears that you should utilize Net cash provided by
operating activities in
accordance with GAAP as the most directly comparable GAAP financial
measure. Please
submit the revisions that you propose for future earnings releases
having these non-GAAP
measures to comply with the aforementioned requirements.
Financial Statements
Note 3 - Summary of Significant Accounting Policies
Noncontrolling Interest, page 76
2. We note your disclosure explaining that the noncontrolling interest
represents the
ownership interest held by Juniper and that when your relative
ownership interest in the
partnership changes, adjustments to noncontrolling interest and
additional paid-in-capital
will occur. We also understand from your disclosure in the third
paragraph on page
81 that you regard the partnership as a VIE and Ranger Oil as the
primary beneficiary, and
have consolidated the partnership on this basis.
You indicate that the common units are "optionally redeemable" by the
holder for a fixed
number of shares on a one-for-one basis, that there is no fixed or
determinable date or
fixed or determinable price for redemption, and that you may settle
redemption with either
cash or Class A common shares.
Please expand your disclosures under Principles of Consolidation on
page 74 and
Noncontrolling interest on page 76, as appropriate, to describe (i)
the structure of your
arrangement with the partnership, its direct investors, and the
general partner, (ii) the
significant judgments and assumptions made in your primary beneficiary
assessment, and
(iii) qualitative and quantitative information about your involvement
with the partnership
to comply with FASB ASC 810-10-50-5A.
This information should include quantification of the economic
interests held by Ranger
Oil in the VIE during the periods covered by your report, an outline
of the circumstances
under which it is reasonably possible that your relative ownership
interest would change,
and an explanation of how any cash settlement amounts would be
determined and
considered in making a settlement election in response to a redemption
notice.
Note 4 - Transactions, page 78
3. We note that you disclose the purchase price allocation for your
acquisition of Lonestar
Resources US Inc. on page 79, and ascribe the $163.2 million purchase
price to the shares
issued to complete the transaction in your Statements of Equity on
page 73, where you
also report a reclassification of $57.6 million from paid-in-capital
to noncontrolling
interest, which is labeled as "Change in ownership related to the
Lonestar Acquisition."
This amount appears to correspond to disclosure in Note 17 - Earning
Per Share on page
101, where it is described as "Change in ownership of consolidated
subsidiaries" and is
utilized to reduce Net income (loss) attributable to common
shareholders, to yield an
Russell T Kelley
FirstName
Ranger Oil LastNameRussell T Kelley
Corp
Comapany
June 1, 2022NameRanger Oil Corp
June 1,
Page 3 2022 Page 3
FirstName LastName
amount that is labeled "Change from net income (loss) attributable to
common
shareholders and transfers to Noncontrolling interest." However, the
utility of that
computation and result is unclear from the accompanying disclosures.
In your footnote to the table, you explain that the adjustment is made
"...to reflect the
change in ownership structure that was effective at October 5, 2021
relating to the
noncontrolling interest arising from the Juniper Transactions on
January 15, 2021," and on
page 82 you also indicate that a change in ownership of the
noncontrolling interest
occurred in connection with the acquisition of Lonestar.
Tell us how the adjustment is correlated with both the Lonestar and
Juniper transactions as
suggested by your disclosures and labeling, explain how the amount is
utilized in or
associated with your earnings per share computations, and if you have
apportioned equity
in your acquisition of Lonestar Resources US Inc. to the
noncontrolling interest holders
established earlier in 2021, tell us why this does not appear in your
purchase price
allocation on page 79, considering FASB ASC 805-20-50-1(e) and FASB
ASC 805-10-
55-41 (Example 5), or in the pro forma presentation that you provided
on page 134 of the
August 23, 2021 Form S-4 to illustrate the effects of the transaction.
Submit the revisions that you propose to address the forgoing
concerns, as would clarify
the origins, associations, and relevance of the adjustment, along with
the manner of
computation. Please clarify the extent and manner of any change in the
percentage of the
noncontrolling interest in the partnership during the period.
Note 15 - Shareholders' Equity, page 97
4. We understand that you effected a recapitalization on October 6, 2021
in which two
classes of common shares replaced the then outstanding common and
preferred shares,
and we see that you have made corresponding changes in your
parenthetical notations of
the outstanding numbers of Class A and Class B common shares on page
71.
Accordingly, it appears that you should revise your Statements of
Equity on page 73 (i) to
identify the share activity that you currently report as representing
the Class A common
shares, and (ii) to add columns for the shares and amounts
corresponding to the Class B
common shares, to satisfy the disclosure requirements of FASB ASC
505-10-50-2, also
consistent with guidance in SAB Topic 4:C and Rule 3-04 of Regulation
S-X.
Please also expand your disclosures under this heading to cover the
pertinent rights and
privileges of the Class A and Class B common shares, as may encompass
and summarize
the economic, voting, and redemption provisions associated with these
instruments, as
outlined in Exhibit 3.1 to the Form 10-K, referencing Exhibit 3.2 to
the Form 8-K that you
filed on October 7, 2021, to comply with FASB ASC 505-10-50-3.
Russell T Kelley
Ranger Oil Corp
June 1, 2022
Page 4
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameRussell T Kelley Sincerely,
Comapany NameRanger Oil Corp
Division of
Corporation Finance
June 1, 2022 Page 4 Office of Energy &
Transportation
FirstName LastName