Annual Reports

 
Quarterly Reports

  • 10-Q (Oct 24, 2017)
  • 10-Q (Aug 1, 2017)
  • 10-Q (Apr 24, 2017)
  • 10-Q (Nov 16, 2016)
  • 10-Q (Oct 25, 2016)
  • 10-Q (Jul 26, 2016)

 
8-K

 
Other

Range Resources 10-Q 2017

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
rrc-10q_20170331.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 001-12209

 

RANGE RESOURCES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

34-1312571

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

100 Throckmorton Street, Suite 1200

Fort Worth, Texas

 

76102

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code

(817) 870-2601

 

Former Name, Former Address and Former Fiscal Year, if changed since last report: Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).

    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

 

  

Accelerated Filer

 

 

 

 

 

Non-Accelerated Filer

 

  (Do not check if smaller reporting company)

  

Smaller Reporting Company

 

 

 

 

 

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes      No  

247,590,322 Common Shares were outstanding on April 21, 2017

 

 

 

 


RANGE RESOURCES CORPORATION

FORM 10-Q

Quarter Ended March 31, 2017

Unless the context otherwise indicates, all references in this report to “Range Resources,” “Range,” “we,” “us,” or “our” are to Range Resources Corporation and its directly and indirectly owned subsidiaries.

TABLE OF CONTENTS

 

 

 

 

2


PART I – FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

RANGE RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

 

March 31,

 

 

 

 

December 31,

 

 

2017

 

 

 

 

2016

 

 

(Unaudited)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

545

 

 

 

 

$

314

 

      Accounts receivable, less allowance for doubtful accounts of $5,558 and $5,559

 

246,392

 

 

 

 

 

241,718

 

Derivative assets

 

30,454

 

 

 

 

 

13,278

 

Inventory and other

 

20,146

 

 

 

 

 

26,573

 

Total current assets

 

297,537

 

 

 

 

 

281,883

 

Derivative assets

 

15,791

 

 

 

 

 

205

 

Goodwill

 

1,654,292

 

 

 

 

 

1,654,292

 

Natural gas and oil properties, successful efforts method

 

12,551,347

 

 

 

 

 

12,386,153

 

Accumulated depletion and depreciation

 

(3,191,483

)

 

 

 

 

(3,129,816

)

 

 

9,359,864

 

 

 

 

 

9,256,337

 

Other property and equipment

 

114,402

 

 

 

 

 

112,796

 

Accumulated depreciation and amortization

 

(97,653

)

 

 

 

 

(95,923

)

 

 

16,749

 

 

 

 

 

16,873

 

Other assets

 

77,512

 

 

 

 

 

72,655

 

Total assets

$

11,421,745

 

 

 

 

$

11,282,245

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

$

299,839

 

 

 

 

$

229,190

 

Asset retirement obligations

 

7,271

 

 

 

 

 

7,271

 

Accrued liabilities

 

231,568

 

 

 

 

 

265,843

 

Accrued interest

 

36,689

 

 

 

 

 

35,340

 

Derivative liabilities

 

55,713

 

 

 

 

 

165,009

 

Total current liabilities

 

631,080

 

 

 

 

 

702,653

 

Bank debt

 

841,188

 

 

 

 

 

876,428

 

Senior notes

 

2,849,088

 

 

 

 

 

2,848,591

 

Senior subordinated notes

 

48,519

 

 

 

 

 

48,498

 

Deferred tax liabilities

 

1,055,737

 

 

 

 

 

943,343

 

Derivative liabilities

 

1,515

 

 

 

 

 

24,491

 

Deferred compensation liabilities

 

110,455

 

 

 

 

 

119,231

 

Asset retirement obligations and other liabilities

 

301,687

 

 

 

 

 

310,642

 

Total liabilities

 

5,839,269

 

 

 

 

 

5,873,877

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Preferred stock, $1 par, 10,000,000 shares authorized, none issued and outstanding

 

 

 

 

 

 

 

Common stock, $0.01 par, 475,000,000 shares authorized, 247,563,324 issued at

     March 31, 2017 and 247,174,903 issued at December 31, 2016

 

2,476

 

 

 

 

 

2,471

 

Common stock held in treasury, 26,547 shares at March 31, 2017 and 30,547

     shares at December 31, 2016

 

(1,054

)

 

 

 

 

(1,209

)

Additional paid-in capital

 

5,533,211

 

 

 

 

 

5,524,423

 

Retained earnings (deficit)

 

47,843

 

 

 

 

 

(117,317

)

Total stockholders’ equity

 

5,582,476

 

 

 

 

 

5,408,368

 

Total liabilities and stockholders’ equity

$

11,421,745

 

 

 

 

$

11,282,245

 

 

See accompanying notes.

3


RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

 

 

Three Months Ended March 31,

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Revenues and other income:

 

 

 

 

 

 

 

Natural gas, NGLs and oil sales

$

559,450

 

 

$

209,487

 

Derivative fair value income

 

165,557

 

 

 

86,908

 

Brokered natural gas, marketing and other

 

51,648

 

 

 

35,018

 

Total revenues and other income

 

776,655

 

 

 

331,413

 

Costs and expenses:

 

 

 

 

 

 

 

Direct operating

 

28,023

 

 

 

24,054

 

Transportation, gathering, processing and compression

 

177,648

 

 

 

125,263

 

Production and ad valorem taxes

 

9,163

 

 

 

5,887

 

Brokered natural gas and marketing

 

53,550

 

 

 

36,558

 

Exploration

 

8,504

 

 

 

4,913

 

Abandonment and impairment of unproved properties

 

4,420

 

 

 

10,628

 

General and administrative

 

47,496

 

 

 

40,657

 

Termination costs

 

4,192

 

 

 

162

 

Deferred compensation plan

 

(13,169

)

 

 

16,056

 

Interest

 

47,101

 

 

 

37,739

 

Depletion, depreciation and amortization

 

149,821

 

 

 

120,561

 

Impairment of proved properties and other assets

 

 

 

 

43,040

 

(Gain) loss on the sale of assets

 

(22,600

)

 

 

1,643

 

Total costs and expenses

 

494,149

 

 

 

467,161

 

Income (loss) before income taxes

 

282,506

 

 

 

(135,748

)

Income tax expense (benefit):

 

 

 

 

 

 

 

Current

 

 

 

 

 

Deferred

 

112,395

 

 

 

(41,976

)

 

 

112,395

 

 

 

(41,976

)

Net income (loss)

$

170,111

 

 

$

(93,772

)

Net income (loss) per common share:

 

 

 

 

 

 

 

Basic

$

0.69

 

 

$

(0.56

)

Diluted

$

0.69

 

 

$

(0.56

)

Dividends paid per common share

$

0.02

 

 

$

0.02

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

244,652

 

 

 

166,803

 

Diluted

 

244,803

 

 

 

166,803

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

4


RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

 

Three Months Ended

March 31,

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

Net income (loss)

$

170,111

 

 

$

(93,772

)

Adjustments to reconcile net income (loss) to net cash provided from operating activities:

 

 

 

 

 

 

 

Deferred income tax expense (benefit)

 

112,395

 

 

 

(41,976

)

Depletion, depreciation and amortization and impairment

 

149,821

 

 

 

163,601

 

Abandonment and impairment of unproved properties

 

4,420

 

 

 

10,628

 

Derivative fair value income

 

(165,557

)

 

 

(86,908

)

Cash settlements on derivative financial instruments

 

(4,181

)

 

 

109,466

 

Allowance for bad debt

 

 

 

 

200

 

Amortization of deferred financing costs, loss on extinguishment of debt and other

 

1,310

 

 

 

1,707

 

Deferred and stock-based compensation

 

962

 

 

 

29,128

 

(Gain) loss on the sale of assets

 

(22,600

)

 

 

1,643

 

Changes in working capital:

 

 

 

 

 

 

 

Accounts receivable

 

(4,690

)

 

 

18,752

 

Inventory and other

 

2,868

 

 

 

5,333

 

Accounts payable

 

24,384

 

 

 

11,922

 

Accrued liabilities and other

 

(43,381

)

 

 

(38,939

)

Net cash provided from operating activities

 

225,862

 

 

 

90,785

 

Investing activities:

 

 

 

 

 

 

 

Additions to natural gas and oil properties

 

(186,727

)

 

 

(107,015

)

Additions to field service assets

 

(1,565

)

 

 

(631

)

Acreage purchases

 

(28,725

)

 

 

(19,497

)

Proceeds from disposal of assets

 

26,053

 

 

 

113,079

 

Purchases of marketable securities held by the deferred compensation plan

 

(12,388

)

 

 

(8,662

)

Proceeds from the sales of marketable securities held by the deferred compensation plan

 

10,231

 

 

 

7,833

 

Net cash used in investing activities

 

(193,121

)

 

 

(14,893

)

Financing activities:

 

 

 

 

 

 

 

Borrowings on credit facilities

 

448,000

 

 

 

358,000

 

Repayments on credit facilities

 

(484,000

)

 

 

(422,000

)

Repayment of senior notes

 

(500

)

 

 

 

Debt issuance costs and other

 

 

 

 

(124

)

Dividends paid

 

(4,951

)

 

 

(3,395

)

Taxes paid for shares withheld

 

(5,879

)

 

 

(3,361

)

Change in cash overdrafts

 

11,803

 

 

 

(6,368

)

Proceeds from the sales of common stock held by the deferred compensation plan

 

3,017

 

 

 

1,414

 

Net cash used in financing activities

 

(32,510

)

 

 

(75,834

)

Increase in cash and cash equivalents

 

231

 

 

 

58

 

Cash and cash equivalents at beginning of period

 

314

 

 

 

471

 

Cash and cash equivalents at end of period

$

545

 

 

$

529

 

 

 

 

 

See accompanying notes.

 

5


RANGE RESOURCES CORPORATION

SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) SUMMARY OF ORGANIZATION AND NATURE OF BUSINESS

Range Resources Corporation is a Fort Worth, Texas-based independent natural gas, natural gas liquids (“NGLs”) and oil company primarily engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian and the North Louisiana regions of the United States. Our objective is to build stockholder value through consistent growth in reserves and production on a cost-efficient basis. Range is a Delaware corporation with our common stock listed and traded on the New York Stock Exchange under the symbol “RRC”.

(2) BASIS OF PRESENTATION

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Range Resources Corporation 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2017. The results of operations for three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for fair presentation of the results for the periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. These consolidated financial statements, including selected notes, have been prepared in accordance with the applicable rules of the SEC and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements.

On September 16, 2016, we issued approximately 77.0 million shares of common stock in exchange for all outstanding shares of common stock of Memorial Resources Development Corp. (“Memorial”) using an exchange ratio of 0.375 of a share of Range common stock for each share of Memorial common stock. For additional information, see Note 4.

Inventory. As of March 31, 2017, we had $10.2 million of material and supplies inventory compared to $9.4 million at December 31, 2016. Material and supplies inventory consists of primarily tubular goods and equipment used in our operations and is stated at lower of specific cost of each inventory item or market. At March 31, 2017, we also had commodity inventory of $2.4 million compared to $8.3 million at December 31, 2016. Commodity inventory as of March 31, 2017 consists of natural gas and NGLs held in storage or as line fill in pipelines.

(3) NEW ACCOUNTING STANDARDS

Not Yet Adopted

In May 2014, an accounting standards update was issued that supersedes the existing revenue recognition requirements. This standard includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Among other things, the standard also eliminates industry-specific revenue guidance, requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. This standard is effective for us in first quarter 2018 and will be applied retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the update recognized at the date of initial application. We continue to evaluate the available adoption methods. We are utilizing a bottom-up approach to analyze the impact of the new standard on our contracts by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and the impact of adopting this standards update on our total net revenues, operating income (loss) and our consolidated balance sheet. We are currently performing detailed analysis of our portfolio of contracts at the individual contract level as we continue to evaluate the impact of this accounting standards update on our consolidated results of operations, financial position, cash flows and financial disclosures, in addition to developing any process or control changes necessary.

In February 2016, an accounting standards update was issued that requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Classification of leases as either a finance or operating lease will determine the recognition, measurement and presentation of expenses. This accounting standards update also requires certain quantitative and qualitative disclosures about leasing arrangements. This standard is effective for us in first quarter 2019 and should be applied using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and early adoption is permitted. We are evaluating the provisions of this accounting standards update and assessing the impact it will have on our consolidated results of operations, financial position or cash flows but based on our preliminary review of the update, we expect that we will have operating leases with durations greater than twelve months on the balance sheet. As we continue to evaluate and implement the standard, we will provide additional information about the expected financial impact at a future date.

In August 2016, an accounting standards update was issued that clarifies how entities classify certain cash receipts and cash payments on the statement of cash flows. The guidance is effective for us in first quarter 2018 and will be applied retrospectively with

6


early adoption permitted. We are evaluating the provisions of this accounting standards update and assessing the impact, if any, it may have on our consolidated cash flow statement presentation.

Recently Adopted

In August 2014, an accounting standards update was issued that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in United States auditing standards. This standard was effective for us in 2016. The adoption did not have a significant impact on our consolidated results of operations, financial position, cash flows or financial disclosures; however, we did implement and formalize policies and procedures to ensure compliance with the requirement to perform ongoing interim and annual going concern assessments.

In March 2016, an accounting standards update was issued that simplifies several aspects of the accounting for share-based payment award transactions. Among other things, this new guidance requires all income tax effects of share-based awards to be recognized in the statement of operations when the awards vest or are settled, allows an employer to repurchase more of an employee’s shares for tax withholding purposes than it can today without triggering liability accounting and allows a policy election to account for forfeitures as they occur. This new standard is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this accounting standards update in fourth quarter 2016 and reflected any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The following summarizes the impact of the adoption of this update on our consolidated financial statements:  

Income taxes - Upon adoption of this standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in our consolidated statements of operations. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Adoption of this new standard resulted in the recognition of an excess tax deficiency in our provision for income taxes rather than paid-in capital of $2.1 million for the year ended December 31, 2016 and affected our previously reported first quarter 2016 results as follows (in thousands, except per share data):

 

 

Three Months

Ended March 31, 2016

 

 

As Reported

 

 

 

As Adjusted

 

 

(unaudited)

 

Statements of Operations

 

 

 

 

 

 

 

Income tax benefit

$

(44,038

)

 

$

(41,976

)

Net loss

 

(91,710

)

 

 

(93,772

)

Basic earnings per share

 

(0.55

)

 

 

(0.56

)

Diluted earnings per share

 

(0.55

)

 

 

(0.56

)

In addition, we recorded a cumulative-effect adjustment to retained earnings (deficit) and reduced our deferred tax liability for $101.1 million for previously unrecognized tax benefits due to our NOL position as of December 31, 2016.

Forfeitures - Prior to adoption, share-based compensation expense was recognized on a straight line basis, net of estimated forfeitures, such that expense was recognized only for share-based awards that are expected to vest. We have elected to continue to estimate forfeitures.

Statements of cash flows - The presentation requirements for cash flows related to employee taxes paid for withheld shares were adjusted retrospectively. These cash flows have historically been presented as an operating activity. Upon adoption of this new standard, these cash outflows were classified as a financing activity. Prior periods have been adjusted as follows (in thousands):

 

 

As Reported

 

 

 

As Adjusted

 

 

 

Net cash provided from operating activities

 

 

 

Net cash

provided from operating

activities

 

Three months ended March 31, 2016

$

87,424

 

 

$

90,785

 

Six months ended June 30, 2016

 

169,604

 

 

 

173,201

 

Nine months ended September 30, 2016

 

202,037

 

 

 

205,837

 

 


7


 

 

 

As Reported

 

 

 

As Adjusted

 

 

 

Net cash

used in

financing

activities

 

 

 

Net cash

used in

financing

activities

 

Three months ended March 31, 2016

$

(72,473

)

 

$

(75,834

)

Six months ended June 30, 2016

 

(95,411

)

 

 

(99,008

)

Nine months ended September 30, 2016

 

(35,229

)

 

 

(39,029

)

In January 2017, an accounting standards update was issued that eliminates the requirements to calculate the implied fair value of goodwill to measure goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This standard is effective for annual periods beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for any goodwill impairment tests performed in first quarter 2017 or later. We elected to adopt this accounting standards update in first quarter 2017. The adoption did not have a significant impact on our consolidated results of operations, financial position, cash flows or financial disclosures; however, this standard did change our policy for our annual goodwill impairment assessment by eliminating the requirement to calculate the implied fair value of goodwill.

(4) ACQUISITIONS AND DISPOSITIONS

Memorial Merger

On September 16, 2016, we completed our merger with Memorial Resource Development Corp. (the “MRD Merger” or “Memorial”) which was accomplished through the merger of Medina Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Range, with and into Memorial, with Memorial surviving as a wholly-owned subsidiary of Range. The results of Memorial’s operations since the effective time of the MRD Merger are included in our consolidated statement of operations. The MRD Merger was effected through the issuance of approximately 77.0 million shares of Range common stock in exchange for all outstanding shares of Memorial using an exchange ratio of 0.375 of a share of Range common stock for each share of Memorial common stock. At the effective time of the MRD Merger, Memorial’s liabilities, which are reflected in Range’s consolidated financial statements, included approximately $1.2 billion fair value of outstanding debt. In the last six months of 2016, we incurred MRD Merger-related expenses of approximately $37.2 million which includes consulting, investment banking, advisory, legal and other merger-related fees.

Allocation of Purchase Price. The MRD Merger has been accounted for as a business combination, using the acquisition method. The following table represents the preliminary allocation of the total purchase price of the MRD Merger to the assets acquired and the liabilities assumed based on the fair value at the effective time of the MRD Merger, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, valuation of certain pre-merger contingencies, final tax returns that provide the underlying tax basis of Memorial’s assets and liabilities and final appraisals of assets acquired and liabilities assumed. We expect to complete the purchase price allocation during the 12-month period following the MRD Merger date, in line with the acquisition method of accounting, during which time the value of the assets and liabilities, including goodwill, may be revised as appropriate.

8


The following table sets forth our preliminary purchase price allocation (in thousands, except shares and stock price):

Purchase price:

 

 

 

Shares of Range common stock issued to Memorial stockholders

 

77,042,749

 

Range common stock price per share at September 15, 2016 (close)

$

39.37

 

Total purchase price

$

3,033,173

 

 

 

 

 

Plus fair value of liabilities assumed by Range:

 

 

 

Accounts payable

$

55,624

 

Other current liabilities

 

114,426

 

Long-term debt

 

1,204,449

 

Deferred taxes

 

547,348

 

Other long-term liabilities

 

77,223

 

Total purchase price plus liabilities assumed

$

5,032,243

 

 

 

 

 

Fair value of Memorial assets:

 

 

 

Cash and equivalents

$

7,180

 

Other current assets

 

97,875

 

Derivative instruments

 

152,994

 

Natural gas and oil properties:

 

 

 

Proved property

 

1,117,011

 

Unproved property

 

1,999,187

 

Other property and equipment

 

3,579

 

Goodwill (a)

 

1,654,292

 

Other

 

125

 

Total asset value

$

5,032,243

 

(a) Goodwill will not be deductible for income tax purposes.

The fair value measurements of derivative instruments assumed were determined based on published forward commodity price curves as of the date of the MRD Merger and represent Level 2 inputs. Derivative instruments in an asset position include a measure of counterparty nonperformance risk and the fair values of commodity derivative instruments in a liability position include a measure of our own nonperformance risk, each based on the current published credit default swap rates. The fair value measurements of long-term debt were estimated based on published market prices and represent Level 1 inputs.

The fair value measurements of natural gas and oil properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of natural gas and oil properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of natural gas and oil properties include estimates of: (i) recoverable reserves, (ii) production rates, (iii) future operating and development costs, (iv) future commodity prices and (v) a market-based weighted average costs of capital rate. These inputs require significant judgments and estimates by management at the time of the valuation and may be subject to change. Management utilized the assistance of a third party valuation expert to estimate the value of natural gas and oil properties acquired. In some cases, certain amounts allocated to unproved properties are based on a market approach using third party published data which provides lease pricing information based on certain geographic areas and represent Level 2 inputs.

Goodwill is attributed to net deferred tax liabilities arising from the differences between the purchase price allocated to Memorial’s assets and liabilities based on fair value and the tax basis of these assets and liabilities. In addition, the total consideration for the MRD Merger included a control premium, which resulted in a higher value compared to the fair value of net assets acquired. There are also other qualitative assumptions of long-term factors that the MRD Merger creates including additional potential for exploration and development opportunities, additional scale and efficiencies in other basins in which we operate and substantial operating and administrative synergies.

The results of operations attributable to Memorial are included in our consolidated statement of operations beginning on September 16, 2016. We recognized $129.1 million of natural gas, oil and NGLs revenues and $83.4 million of field net operating income from these assets from January 1, 2017 to March 31, 2017.

Pro forma Financial Information. The following pro forma condensed combined financial information was derived from the historical financial statements of Range and Memorial and gives effect to the MRD Merger as if it had occurred on January 1, 2015. The below information reflects pro forma adjustments for the issuance of Range common stock in exchange for Memorial’s outstanding shares of common stock, as well as pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including (i) the depletion of Memorial’s fair-valued proved oil and gas properties and (ii) the estimated tax impacts of the pro forma adjustments. The pro forma results of operations do not include any cost savings or other synergies that may

9


result from the MRD Merger or any estimated costs that have been or will be incurred by us to integrate the Memorial assets. The pro forma condensed combined financial information is not necessarily indicative of the results that might have actually occurred had the MRD Merger taken place on January 1, 2015. In addition, the pro forma financial information below is not intended to be a projection of future results (in thousands, except per share amounts).

 

 

 

 

Three Months Ended

 

 

 

March 31, 2016

 

Revenues

 

$

448,933

 

Net loss

 

$

(74,616

)

 

 

 

 

 

Loss per share:

 

 

 

 

Basic

 

$

(0.31

)

Diluted

 

$

(0.31

)

2017 Dispositions

We recognized a pretax net gain on the sale of assets of $22.6 million in first quarter 2017 compared to a pretax net loss of $1.6 million in the same period of the prior year.

Western Oklahoma. In first three months 2017, we sold certain properties in Western Oklahoma for proceeds of $26.0 million and we recorded a gain of $22.5 million related to this sale, after closing adjustments and transaction fees.

Other. In first three months 2017, we sold miscellaneous proved and unproved properties, inventory, other assets and surface acreage for proceeds of $53,000 resulting in a pretax gain of $69,000.

2016 Dispositions

Pennsylvania. In first quarter 2016, we sold our non-operated interest in certain wells and gathering facilities in northeast Pennsylvania for proceeds of $111.5 million. After closing adjustments, we recorded a loss of $2.1 million related to this sale.

Other. In first three months 2016, we sold miscellaneous proved and unproved properties, inventory, other assets and surface acreage for proceeds of $1.6 million resulting in a pretax gain of $443,000. Included in the $1.6 million of proceeds is $1.2 million received from the sale of proved properties in Mississippi and South Texas.

(5) GOODWILL

During 2016, we recorded goodwill associated with the MRD Merger, which represents the cost of the acquired entity over the net amounts assigned to assets acquired and liabilities assumed. Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During fourth quarter 2016, we performed our annual qualitative assessment of goodwill to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the two-step impairment test. Based on the results of this assessment, we determined it was not likely that goodwill was impaired. We are not aware of any events or circumstances that occurred during first quarter 2017 that would have more likely than not reduced the fair value of our reporting unit below its carrying value.


10


 

(6) INCOME TAXES

Income tax expense (benefit) was as follows (dollars in thousands):

 

 

Three Months Ended
March 31,

 

 

 

 

2017

 

 

 

2016

 

 

 

Income tax expense (benefit)

$

112,395

 

 

$

(41,976

)

 

 

Effective tax rate

 

39.8

%

 

 

30.9

%

 

 

 

We compute our quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to our year-to-date income, except for discrete items. Income taxes for discrete items are computed and recorded in the period that the specific transaction occurs. For first quarter 2017 and 2016, our overall effective tax rate was different than the federal statutory rate of 35% due primarily to state income taxesand other tax items which are detailed below (dollars in thousands).

 

Three Months Ended

March 31,

 

 

 

 

2017

 

 

 

2016

 

 

Total income (loss) before income taxes

$

282,506

 

 

$

(135,748

)

 

U.S. federal statutory rate

 

35

%

 

 

35

%

 

Total tax expense (benefit) at statutory rate

 

98,877

 

 

 

(47,512

)

 

 

 

 

 

 

 

 

 

 

State and local income taxes, net of federal benefit

 

8,982

 

 

 

(4,432

)

 

Non-deductible executive compensation

 

140

 

 

 

236

 

 

Tax less than book equity compensation

 

2,524

 

 

 

5,266

 

 

Change in valuation allowances:

 

 

 

 

 

 

 

 

Federal net operating loss carryforwards & other

 

856

 

 

 

 

 

State net operating loss carryforwards & other

 

2,086

 

 

 

4,490

 

 

Rabbi trust

 

(1,122

)

 

 

(51

)

 

Permanent differences and other

 

52

 

 

 

27

 

 

Total expense (benefit) for income taxes

$

112,395

 

 

$

(41,976

)

 

Effective tax rate

 

39.8

%

 

 

30.9

%

 

 

(7) INCOME (LOSS) PER COMMON SHARE

Basic income or loss per share attributable to common shareholders is computed as (1) income or loss attributable to common shareholders (2) less income allocable to participating securities (3) divided by weighted average basic shares outstanding. Diluted income or loss per share attributable to common shareholders is computed as (1) basic income or loss attributable to common shareholders (2) plus diluted adjustments to income allocable to participating securities (3) divided by weighted average diluted shares outstanding. The following tables set forth a reconciliation of income or loss attributable to common shareholders to basic income or loss attributable to common shareholders to diluted income or loss attributable to common shareholders (in thousands except per share amounts):

 

 

Three Months Ended
March 31,

 

 

 

2017

 

 

 

2016

 

 

 

Net income (loss), as reported

$

170,111

 

 

$

(93,772

)

 

 

Participating earnings (a)

 

(1,882

)

 

 

(56

)

 

 

Basic net income (loss) attributed to common shareholders

 

168,229

 

 

 

(93,828

)

 

 

Reallocation of participating earnings (a)

 

1

 

 

 

 

 

 

Diluted net income (loss) attributed to common shareholders

$

168,230

 

 

$

(93,828

)

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

$

0.69

 

 

$

(0.56

)

 

 

Diluted

$

0.69

 

 

$

(0.56

)

 

 

(a)

Restricted Stock Awards represent participating securities because they participate in nonforfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.

11


The following table provides a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

 

 

Three Months Ended
March 31,

 

 

 

 

2017

 

 

 

2016

 

 

 

Weighted average common shares outstanding – basic (1)

 

244,652

 

 

 

166,803

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Director and employee PSUs and RSUs

 

151

 

 

 

 

 

 

Weighted average common shares outstanding – diluted

 

244,803

 

 

 

166,803

 

 

 

(1) 2017 includes common stock issued in connection with the exchange of 77.0 million shares for all outstanding Memorial common stock on September 16, 2016.

Weighted average common shares outstandingbasic for first quarter 2017 excludes 2.7 million shares of restricted stock held in our deferred compensation plan compared to 2.8 million shares in first quarter 2016 (although all awards are issued and outstanding upon grant). For first quarter 2017, stock appreciation rights (“SARs”) of 941,000 were outstanding but not included in the computation of diluted net income per share because the grant prices of the SARs were greater than the average market price of the common shares and would be anti-dilutive to the computations. Due to our net loss from operations in first quarter 2016, we excluded all outstanding SARs, restricted stock and performance shares from the computation of diluted net loss per share because the effect would have been anti-dilutive.

(8) SUSPENDED EXPLORATORY WELL COSTS

We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are included in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of operations. We did not have any exploratory well costs that have been capitalized for a period greater than one year as of March 31, 2017. The following table reflects the change in capitalized exploratory well costs for the three months ended March 31, 2017 and the year ended December 31, 2016 (in thousands):

 

 

 

March 31,

2017

 

 

 

December 31,

2016

 

Balance at beginning of period

$

7,412

 

 

$

4,161

 

Additions to capitalized exploratory well costs pending the determination of proved reserves

 

872

 

 

 

9,128

 

Reclassifications to wells, facilities and equipment based on determination of proved reserves

 

 

 

 

(5,877

)

Balance at end of period

 

8,284

 

 

 

7,412

 

Less exploratory well costs that have been capitalized for a period of one year or less

 

(8,284

)

 

 

(7,412

)

Capitalized exploratory well costs that have been capitalized for a period greater than one year

$

 

 

$

 

Number of projects that have exploration well costs that have been capitalized greater than one year

 

 

 

 

 

 

12


(9) INDEBTEDNESS

We had the following debt outstanding as of the dates shown below (bank debt interest rate at March 31, 2017 is shown parenthetically). No interest was capitalized during the three months ended March 31, 2017 or the year ended December 31, 2016 (in thousands).

 

 

March 31,

2017

 

 

 

December 31,

2016

 

Bank debt (2.5%)

$

846,000

 

 

$

882,000

 

Senior notes:

 

 

 

 

 

 

 

4.875% senior notes due 2025

 

750,000

 

 

 

750,000

 

5.00% senior notes due 2023

 

741,514

 

 

 

741,514

 

5.00% senior notes due 2022

 

580,032

 

 

 

580,032

 

5.75% senior notes due 2021

 

475,952

 

 

 

475,952

 

5.875% senior notes due 2022

 

329,244

 

 

 

329,244

 

Other senior notes due 2022

 

590

 

 

 

1,090

 

Total senior notes

 

2,877,332

 

 

 

2,877,832

 

Senior subordinated notes:

 

 

 

 

 

 

 

5.00% senior subordinated notes due 2023

 

7,712

 

 

 

7,712

 

5.00% senior subordinated notes due 2022

 

19,054

 

 

 

19,054

 

5.75% senior subordinated notes due 2021

 

22,214

 

 

 

22,214

 

Total senior subordinated notes

 

48,980

 

 

 

48,980

 

Total debt

 

3,772,312

 

 

 

3,808,812

 

Unamortized premium

 

6,960

 

 

 

7,258

 

Unamortized debt issuance costs

 

(40,477

)

 

 

(42,553

)

Total debt net of debt issuance costs

$

3,738,795

 

 

$

3,773,517

 

Bank Debt

In October 2014, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, which is secured by substantially all of our assets and has a maturity date of October 16, 2019. The bank credit facility provides for a maximum facility amount of $4.0 billion. The bank credit facility provides for a borrowing base subject to redeterminations annually by May and for event-driven unscheduled redeterminations. As part of our annual redetermination completed on March 21, 2017, our borrowing base was reaffirmed at $3.0 billion and our bank commitment was also reaffirmed at $2.0 billion. As of March 31, 2017, our bank group was composed of twenty-nine financial institutions with no one bank holding more than 5.8% of the total facility. The borrowing base may be increased or decreased based on our request and sufficient proved reserves, as determined by the bank group. The commitment amount may be increased to the borrowing base, subject to payment of a mutually acceptable commitment fee to those banks agreeing to participate in the facility increase. As of March 31, 2017, the outstanding balance under our bank credit facility was $846.0 million, before deducting debt issuance costs. Additionally, we had $279.7 million of undrawn letters of credit leaving $874.3 million of committed borrowing capacity available under the facility. During a non-investment grade period, borrowings under the bank credit facility can either be at the alternate base rate (“ABR,” as defined in the bank credit facility agreement) plus a spread ranging from 0.25% to 1.25% or LIBOR borrowings at the LIBOR Rate (as defined in the bank credit facility agreement) plus a spread ranging from 1.25% to 2.25%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans. The weighted average interest rate was 2.4% in first quarter 2017 compared to 2.1% in first quarter 2016. A commitment fee is paid on the undrawn balance based on an annual rate of 0.30% to 0.375%. At March 31, 2017, the commitment fee was 0.3% and the interest rate margin was 1.5% on our LIBOR loans and 0.5% on our base rate loans.

At any time during which we have an investment grade debt rating from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and we have elected, at our discretion, to effect the investment grade rating period, certain collateral security requirements, including the borrowing base requirement and restrictive covenants, will cease to apply and an additional financial covenant (as defined in the bank credit facility) will be imposed. During the investment grade period, borrowings under the credit facility can either be at the ABR plus a spread ranging from 0.125% to 0.75% or at the LIBOR Rate plus a spread ranging from 1.125% to 1.75% depending on our debt rating. The commitment fee paid on the undrawn balance would range from 0.15% to 0.30%. We currently do not have an investment grade debt rating.

13


Senior Notes

In May 2015, we issued $750.0 million aggregate principal amount of 4.875% senior notes due 2025 (the “Outstanding Notes”) for net proceeds of $737.4 million after underwriting discounts and commissions of $12.6 million. The notes were issued at par and were offered to qualified institutional buyers and non-U.S. persons outside the United States in compliance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). On April 8, 2016, all of the Outstanding Notes were exchanged for an equal principal amount of registered 4.875% senior notes due 2025 pursuant to an effective registration statement on Form S-4 filed with the SEC on February 29, 2016 under the Securities Act (the “Exchange Notes”). The Exchange Notes are identical to the Outstanding Notes except the Exchange Notes are registered under the Securities Act and do not have restrictions on transfer, registration rights or provisions for additional interest. Under certain circumstances, if we experience a change of control, noteholders may require us to repurchase all of our senior notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any.

Senior Subordinated Notes

If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior subordinated notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any. All of the senior subordinated notes and the guarantees by our subsidiary guarantors are general, unsecured obligations and are subordinated to our bank debt and are subordinated to existing and future senior debt that we or our subsidiary guarantors are permitted to incur.

Guarantees

Range is a holding company which owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries, which are directly or indirectly owned by Range, of our senior notes, senior subordinated notes and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. A subsidiary guarantor may be released from its obligations under the guarantee:

 

in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or

 

 

if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.

 

Debt Covenants

Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge, consolidate, or make certain investments. In addition, we are required to maintain a ratio of EBITDAX (as defined in the bank credit facility agreement) to cash interest expense of equal to or greater than 2.5 and a current ratio (as defined in the bank credit facility agreement) of no less than 1.0. In addition, the ratio of the present value of proved reserves (as defined in the credit agreement) to total debt must be equal to or greater than 1.5 until Range has two investment grade ratings. We were in compliance with applicable covenants under the bank credit facility at March 31, 2017.

(10) ASSET RETIREMENT OBLIGATIONS

Our asset retirement obligations primarily represent the estimated present value of the amounts we will incur to plug, abandon and remediate our producing properties at the end of their productive lives. Significant inputs used in determining such obligations include estimates of plugging and abandonment costs, estimated future inflation rates and well lives. The inputs are calculated based on historical data as well as current estimated costs. A reconciliation of our liability for plugging and abandonment costs for the three months ended March 31, 2017 is as follows (in thousands):

14


 

 

  

Three Months
Ended
March 31,

 2017

 

Beginning of period

  

$

257,943

 

Acquisition of wells

 

 

 

Liabilities incurred

  

 

1,645

 

Liabilities settled

 

 

(2,360

)

Disposition of wells

 

 

(2,402

)

Accretion expense

  

 

3,744

 

Change in estimate

  

 

69

 

End of period

  

 

258,639

 

Less current portion

  

 

(7,271

)

Long-term asset retirement obligations

  

$

251,368

 

Accretion expense is recognized as a component of depreciation, depletion and amortization expense in the accompanying consolidated statements of operations.

(11) CAPITAL STOCK

We have authorized capital stock of 485.0 million shares which includes 475.0 million shares of common stock and 10.0 million shares of preferred stock. We currently have no preferred stock issued or outstanding. The following is a schedule of changes in the number of common shares outstanding since the beginning of 2016:

 

 

 

Three Months
Ended
March 31,
2017

 

 

Year
Ended
December 31,
2016

 

Beginning balance

 

 

247,144,356

 

 

 

169,316,460

 

MRD Merger

 

 

 

 

 

77,042,749

 

Restricted stock grants

 

 

66,078

 

 

 

490,609

 

Restricted stock units vested

 

 

302,383

 

 

 

266,541

 

PSU-TSR units settled

 

 

19,960

 

 

 

 

Shares retired

 

 

 

 

 

(739

)

Treasury shares issued

 

 

4,000

 

 

 

28,736

 

Ending balance

 

 

247,536,777

 

 

 

247,144,356

 

 

15


(12) DERIVATIVE ACTIVITIES

We use commodity-based derivative contracts to manage exposure to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We typically do not utilize complex derivatives, as we utilize commodity swaps or options to (1) reduce the effect of price volatility of the commodities we produce and sell and (2) support our annual capital budget and expenditure plans. The fair value of our derivative contracts, represented by the estimated amount that would be realized upon termination, based on a comparison of the contract price and a reference price, generally the New York Mercantile Exchange (“NYMEX”) for natural gas and crude oil or Mont Belvieu for NGLs, approximated a net asset of $8.8 million at March 31, 2017. These contracts expire monthly through December 2019. The following table sets forth our commodity-based derivative volumes by year as of March 31, 2017, excluding our basis and freight swaps which are discussed separately below:

 

Period

  

Contract Type

  

Volume Hedged

  

Weighted
Average Hedge Price

Natural Gas

  

 

  

 

  

 

2017

 

Swaps (1)

 

844,245 Mmbtu/day

 

$ 3.19

2018

 

Swaps

 

417,260 Mmbtu/day

 

$ 3.25

2017

 

Collars (1)

 

123,818 Mmbtu/day

 

$ 3.46$ 4.12

2018

 

Collars

 

7,397 Mmbtu/day

 

$ 3.40$ 3.75

2017