UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark one)
| [x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the quarterly period ended September 30, 2003 |
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 0-9592 |
RANGE RESOURCES CORPORATION
| Delaware | 34-1312571 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
777 Main Street, Suite 800
Ft. Worth, Texas
(Address of principal executive offices)
76102
(Zip Code)
Registrants 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
56,210,770 Common Shares were outstanding on October 31, 2003.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The financial statements included herein should be read in conjunction with the latest Form 10-K for Range Resources Corporation (the Company). The statements are unaudited but reflect all adjustments which, in the opinion of management, are necessary to fairly present the Companys financial position and results of operations. All adjustments are of a normal recurring nature unless otherwise noted. These financial statements, including selected notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission (the SEC) and do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements.
2
RANGE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
| December 31, | September 30, | ||||||||||
| 2002 | 2003 | ||||||||||
| (Unaudited) | |||||||||||
Assets |
|||||||||||
Current assets |
|||||||||||
Cash and equivalents |
$ | 1,334 | $ | 1,635 | |||||||
Accounts receivable, net |
26,832 | 36,483 | |||||||||
IPF receivables, net (Note 2) |
6,100 | 4,800 | |||||||||
Unrealized derivative gain (Note 2) |
4 | 164 | |||||||||
Inventory and other |
3,084 | 5,564 | |||||||||
Deferred tax asset, net (Note 13) |
| 14,956 | |||||||||
| 37,354 | 63,602 | ||||||||||
IPF receivables, net (Note 2) |
18,351 | 9,695 | |||||||||
Unrealized derivative gain (Note 2) |
13 | 310 | |||||||||
Oil and gas properties, successful efforts method (Note 16) |
1,154,549 | 1,260,068 | |||||||||
Accumulated depletion and depreciation |
(590,143 | ) | (619,260 | ) | |||||||
| 564,406 | 640,808 | ||||||||||
Transportation and field assets (Note 2) |
34,143 | 36,004 | |||||||||
Accumulated depreciation and amortization |
(16,071 | ) | (18,223 | ) | |||||||
| 18,072 | 17,781 | ||||||||||
Deferred tax asset, net (Note 13) |
15,785 | | |||||||||
Other (Note 2) |
4,503 | 4,353 | |||||||||
| $ | 658,484 | $ | 736,549 | ||||||||
Liabilities and Stockholders Equity |
|||||||||||
Current liabilities |
|||||||||||
Accounts payable |
$ | 27,044 | $ | 30,465 | |||||||
Asset retirement obligation (Note 3) |
| 8,335 | |||||||||
Accrued liabilities |
9,678 | 12,059 | |||||||||
Accrued interest |
4,449 | 1,962 | |||||||||
Unrealized derivative loss (Note 2) |
26,035 | 31,849 | |||||||||
| 67,206 | 84,670 | ||||||||||
Senior debt (Note 6) |
115,800 | 94,300 | |||||||||
Non-recourse debt (Note 6) |
76,500 | 71,500 | |||||||||
Subordinated notes (Note 6) |
90,901 | 112,656 | |||||||||
Trust preferred securities - manditorily redeemable security of subsidiary
|
84,840 | 1,411 | |||||||||
Deferred taxes, net (Note 13) |
| 12,918 | |||||||||
Unrealized derivative loss (Note 2) |
9,079 | 15,783 | |||||||||
Deferred compensation liability (Note 11) |
8,049 | 12,732 | |||||||||
Asset retirement obligation (Note 3) |
| 47,507 | |||||||||
Commitments and contingencies (Note 8) |
|||||||||||
Stockholders equity (Notes 9 and 10) |
|||||||||||
Preferred stock, $1 par, 10,000,000 shares authorized, 5.9% cumulative
convertible preferred stock, 1,000,000 shares issued and outstanding
at September 30, 2003, entitled in liquidation to $50.0 million |
| 50,000 | |||||||||
Common stock, $.01 par, 100,000,000 shares authorized,
54,991,611 and 56,157,834 issued and outstanding, respectively |
550 | 561 | |||||||||
Capital in excess of par value |
391,082 | 397,425 | |||||||||
Stock held by employee benefit trust, 1,324,537 and 1,700,992
shares, respectively, at cost (Note 11) |
(6,188 | ) | (8,543 | ) | |||||||
Retained earnings (deficit) |
(158,059 | ) | (127,342 | ) | |||||||
Deferred compensation expense |
(125 | ) | (132 | ) | |||||||
Other comprehensive income (loss) (Note 2) |
(21,151 | ) | (28,897 | ) | |||||||
| 206,109 | 283,072 | ||||||||||
| $ | 658,484 | $ | 736,549 | ||||||||
See accompanying notes.
3
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share data)
| Three Months | Nine Months | ||||||||||||||||||
| Ended September 30, | Ended September 30, | ||||||||||||||||||
| 2002 | 2003 | 2002 | 2003 | ||||||||||||||||
Revenues |
|||||||||||||||||||
Oil and gas sales |
$ | 48,112 | $ | 55,723 | $ | 141,021 | $ | 165,326 | |||||||||||
Transportation and processing |
1,037 | 841 | 2,735 | 2,808 | |||||||||||||||
IPF income (Note 2) |
1,313 | 297 | 3,476 | 1,264 | |||||||||||||||
Gain on retirement of securities (Note 18) |
1,050 | 18,572 | 3,080 | 18,712 | |||||||||||||||
Other |
(125 | ) | 723 | (3,369 | ) | (262 | ) | ||||||||||||
| 51,387 | 76,156 | 146,943 | 187,848 | ||||||||||||||||
Expenses |
|||||||||||||||||||
Direct operating |
10,516 | 11,120 | 29,658 | 36,792 | |||||||||||||||
IPF |
808 | 578 | 4,758 | 1,764 | |||||||||||||||
Exploration |
1,814 | 3,633 | 9,257 | 8,773 | |||||||||||||||
General and administrative (Note 11) |
3,080 | 5,493 | 12,283 | 15,652 | |||||||||||||||
Debt
conversion expense (Note 6) |
| | | 465 | |||||||||||||||
Interest expense and dividends on trust preferred |
5,845 | 7,705 | 17,476 | 18,424 | |||||||||||||||
Depletion, depreciation and amortization |
19,716 | 21,869 | 57,120 | 64,112 | |||||||||||||||
| 41,779 | 50,398 | 130,552 | 145,982 | ||||||||||||||||
Income before income taxes and accounting change |
9,608 | 25,758 | 16,391 | 41,866 | |||||||||||||||
Income taxes (Note 13) |
|||||||||||||||||||
Current |
23 | 6 | 68 | 4 | |||||||||||||||
Deferred |
363 | 9,015 | (4,550 | ) | 15,571 | ||||||||||||||
| 386 | 9,021 | (4,482 | ) | 15,575 | |||||||||||||||
Income before cumulative effect of change in
accounting principle |
9,222 | 16,737 | 20,873 | 26,291 | |||||||||||||||
Cumulative effect of change in accounting principle
(net of taxes of $2.4 million) (Note 3) |
| | | 4,491 | |||||||||||||||
Net income |
9,222 | 16,737 | 20,873 | 30,782 | |||||||||||||||
Preferred stock dividends (Note 9) |
| (65 | ) | | (65 | ) | |||||||||||||
Net income available to common shareholders |
$ | 9,222 | $ | 16,672 | $ | 20,873 | $ | 30,717 | |||||||||||
Earnings Per Common Share (Note 14): |
|||||||||||||||||||
Net income available to common shareholders |
$ | 0.17 | $ | 0.31 | $ | 0.39 | $ | 0.49 | |||||||||||
Cumulative effect of change in accounting
principle |
| | | 0.08 | |||||||||||||||
Net income per common share |
$ | 0.17 | $ | 0.31 | $ | 0.39 | $ | 0.57 | |||||||||||
Earnings
per common share assuming dilution |
$ | 0.17 | $ | 0.29 | $ | 0.38 | $ | 0.47 | |||||||||||
Cumulative effect of change in accounting
principle |
| | | 0.08 | |||||||||||||||
Net income per common share assuming dilution |
$ | 0.17 | $ | 0.29 | $ | 0.38 | $ | 0.55 | |||||||||||
See accompanying notes.
4
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2002 | 2003 | |||||||||||
Cash flows from operations |
||||||||||||
Net income |
$ | 20,873 | $ | 30,782 | ||||||||
Adjustments to reconcile net income to
net cash provided by operations: |
||||||||||||
Cumulative effect of change in accounting principle, net |
| (4,491 | ) | |||||||||
Deferred income tax expense (benefit) |
(4,550 | ) | 15,571 | |||||||||
Depletion, depreciation and amortization |
57,120 | 64,112 | ||||||||||
Write-down of marketable securities |
1,220 | | ||||||||||
Unrealized hedging (gains) losses |
2,771 | (62 | ) | |||||||||
Allowance for bad debts |
2,818 | 1,109 | ||||||||||
Exploration expense |
9,257 | 8,773 | ||||||||||
Amortization of deferred issuance costs and discount |
670 | 1,052 | ||||||||||
Gain on retirement of securities |
(3,107 | ) | (19,292 | ) | ||||||||
Debt conversion and extinguishment expense |
| 465 | ||||||||||
Deferred compensation adjustments |
1,677 | 2,593 | ||||||||||
Loss (gain) on sale of assets |
(292 | ) | 118 | |||||||||
Changes in working capital: |
||||||||||||
Accounts receivable |
(1,009 | ) | (10,363 | ) | ||||||||
Inventory and other |
(1,366 | ) | (1,688 | ) | ||||||||
Accounts payable |
3,724 | 3,647 | ||||||||||
Accrued liabilities |
(1,416 | ) | 1,180 | |||||||||
Net cash provided by operations |
88,390 | 93,506 | ||||||||||
Cash flows from investing |
||||||||||||
Oil and gas properties |
(70,641 | ) | (75,528 | ) | ||||||||
Field service assets |
(1,822 | ) | (1,939 | ) | ||||||||
IPF investments |
(3,942 | ) | (1,545 | ) | ||||||||
IPF repayments |
9,729 | 10,926 | ||||||||||
Exploration expense |
(9,257 | ) | (8,773 | ) | ||||||||
Asset sales |
880 | 370 | ||||||||||
Net cash used in investing |
(75,053 | ) | (76,489 | ) | ||||||||
Cash flows from financing |
||||||||||||
Borrowings on credit facilities |
111,800 | 198,100 | ||||||||||
Repayments on credit facilities |
(116,900 | ) | (224,600 | ) | ||||||||
Issuance of senior notes |
| 98,272 | ||||||||||
Debt issuance costs |
(984 | ) | (1,850 | ) | ||||||||
Other debt repayments |
(10,802 | ) | (88,733 | ) | ||||||||
Issuance of common stock |
632 | 2,095 | ||||||||||
Net cash used in financing |
(16,254 | ) | (16,716 | ) | ||||||||
Increase (decrease) in cash and cash equivalents |
(2,917 | ) | 301 | |||||||||
Cash and equivalents, beginning of period |
3,380 | 1,334 | ||||||||||
Cash and equivalents, end of period |
$ | 463 | $ | 1,635 | ||||||||
See accompanying notes.
5
RANGE RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(1) ORGANIZATION AND NATURE OF BUSINESS
The Company is engaged in the development, exploration and acquisition of oil and gas properties primarily in the Southwestern, Gulf Coast and Appalachian regions of the United States. The Company seeks to increase its reserves and production primarily through drilling and complementary acquisitions. The Company holds its Appalachian oil and gas assets through a 50% owned joint venture, Great Lakes Energy Partners L.L.C. (Great Lakes).
The Company operates in an environment with numerous financial and operating risks, including, but not limited to, the inherent risks of the search for, development and production of oil and gas, the ability to sell production at prices which provide an attractive return, the highly competitive nature of the industry, and the ability to drill and acquire reserves on an attractive basis. The Companys ability to expand its reserve base is, in part, dependent on obtaining sufficient capital through internal cash flow, borrowings or the issuance of debt or equity securities. A material drop in oil and gas prices or a reduction in production and reserves would reduce its ability to fund capital expenditures through internally generated cash flow.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company, wholly-owned subsidiaries and a 50% pro rata share of the assets, liabilities, income and expenses of Great Lakes. Liquid investments with original maturities of 90 days or less are considered cash equivalents. Certain reclassifications have been made to the presentation of prior periods to conform to current year presentation. These financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the results for the periods presented. All such adjustments are of a normal recurring nature unless disclosed otherwise.
Revenue Recognition
The Company recognizes revenues from the sale of products and services in the period delivered. Payments received at Independent Producer Finance (IPF) relating to return on investment are recognized as income; while remaining receipts reduce receivables. Although receivables are concentrated in the oil industry, the Company does not view this as an unusual credit risk. The Company had allowances for doubtful accounts relating to its exploration and production business of $835,000 and $896,000 at December 31, 2002 and September 30, 2003, respectively.
6
Marketable Securities
Holdings of equity securities that qualify as available-for-sale are recorded at fair value. The Company owns approximately 18% of a small exploration and production company. Based on its analysis, the Company determined that the investment had no determinable value at June 30, 2002 and the book value of the investment was fully reserved. This exploration and production company is currently in Chapter 11 bankruptcy proceedings.
Independent Producer Finance
Historically, IPF acquired royalties in oil and gas properties from small producers. The royalties are accounted for as receivables because the investment is recovered from a percentage of revenues until a specified return is received. Payments received that relate to the return on investment are recognized as income, while remaining receipts reduce receivables. Receivables classified as current represent the return expected within 12 months. All receivables are evaluated quarterly and provisions for uncollectible amounts are established based on a valuation of its royalty interest in the oil and gas properties. At December 31, 2002 and September 30, 2003, IPFs valuation allowance totaled $12.6 million and $8.6 million, respectively. The receivables are non-recourse and are from small operators who have limited access to capital and the property interests backing the receivables frequently lack diversification. During the third quarter of 2003, IPF revenues were $297,000 offset by $222,000 of administrative costs, $30,000 of interest and a $326,000 increase in the valuation allowance.