UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K/A
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 23, 2017
________________________
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
________________________
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Delaware |
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001-12209 |
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34-1312571 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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100 Throckmorton, Suite 1200 Ft. Worth, Texas |
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76102 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
□Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 Results of Operations and Financial Condition
This Amendment No.1 is being filed to replace the cash flow from operating activities table furnished with the Current Report on Form 8-K (File No. 001-12209) filed by Range Resources Corporation (“Range’) on February 23, 2017 (“Initial 8-K’). Range furnished a press release announcing its financial and operating results for the quarter and the year ended December 31, 2016 as Exhibit 99.1 to the Initial 8-K. The revised table adds a clarification footnote to fourth quarter 2016 net loss and deferred tax benefit. The clarification footnote describes the statement of operations impact of retrospectively adopting Accounting Standards 2016-09 in fourth quarter 2016. The year ended December 31, 2016 amounts were not affected. The revised table is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in this current report on Form 8-K/A, including Exhibit 99.1 is “furnished”, not “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, before or after this date and regardless of any general incorporation language in the filing, unless explicitly incorporated by reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Revised table for cash flow from operating activities table to Range’s press release dated February 22, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 23, 2017
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Exhibit Number |
Description |
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99.1 |
Revised press release table for Range’s press release dated February 22, 2017 |
Exhibit 99.1
RANGE RESOURCES CORPORATION
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CASH FLOWS FROM OPERATING ACTIVITIES |
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(Unaudited in thousands) |
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Three Months Ended December 31, |
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Twelve Months Ended December 31, |
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2016 |
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2015 |
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2016 |
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2015 |
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Net loss |
$ |
(162,771 |
) (a) |
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$ |
(321,827 |
) |
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$ |
(521,388 |
) |
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$ |
(713,685 |
) |
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Adjustments to reconcile net cash provided from continuing operations: |
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Deferred income tax benefit |
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(93,617 |
) (a) |
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(164,316 |
) |
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(280,848 |
) |
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(338,706 |
) |
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Depletion, depreciation, amortization and impairment |
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149,662 |
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215,918 |
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567,142 |
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1,171,329 |
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Exploration dry hole costs |
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16 |
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1 |
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18 |
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88 |
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Abandonment and impairment of unproved properties |
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6,307 |
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11,432 |
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30,076 |
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47,619 |
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Derivative fair value loss (income) |
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250,057 |
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(126,312 |
) |
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261,391 |
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(416,364 |
) |
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Cash settlements on derivative financial instruments that do not qualify for hedge accounting |
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86,679 |
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171,477 |
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347,336 |
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532,122 |
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Allowance for bad debts |
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— |
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1,700 |
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800 |
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2,300 |
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Amortization of deferred issuance costs, loss on extinguishment of debt and other |
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1,787 |
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1,811 |
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7,170 |
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29,383 |
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Deferred and stock-based compensation |
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1,996 |
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(9,732 |
) |
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74,685 |
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(20,411 |
) |
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(Gain) loss on sale of assets and other |
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(470 |
) |
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408,909 |
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7,074 |
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406,856 |
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Changes in working capital: |
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Accounts receivable |
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(52,571 |
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(14,744 |
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(20,586 |
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64,704 |
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Inventory and other |
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6,996 |
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(7,795 |
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6,220 |
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(14,868 |
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Accounts payable |
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14,009 |
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(13,039 |
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(27,259 |
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(26,197 |
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Accrued liabilities and other |
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(23,049 |
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22,359 |
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(64,763 |
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(32,768 |
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Net changes in working capital |
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(54,615 |
) |
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(13,219 |
) |
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(106,388 |
) |
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(9,129 |
) |
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Net cash provided from operating activities |
$ |
185,031 |
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$ |
175,842 |
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$ |
387,068 |
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$ |
691,402 |
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(a)Fourth quarter 2016 includes the $2.0 million impact of retrospective adoption of ASU 2016-09. |
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RECONCILIATION OF NET CASH PROVIDED FROM OPERATING ACTIVITIES, AS REPORTED, TO CASH FLOW FROM OPERATIONS BEFORE CHANGES IN WORKING CAPITAL, a non-GAAP measure |
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(Unaudited, in thousands) |
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Three Months Ended December 31, |
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Twelve Months Ended December 31, |
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2016 |
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2015 |
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2016 |
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2015 |
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Net cash provided from operating activities, as reported |
$ |
185,031 |
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$ |
175,842 |
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$ |
387,068 |
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$ |
691,402 |
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Net changes in working capital |
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54,615 |
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13,219 |
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106,388 |
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9,129 |
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Exploration expense |
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13,039 |
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3,445 |
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30,009 |
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18,333 |
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Lawsuit settlements |
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1,131 |
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1,226 |
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2,575 |
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3,238 |
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Cash paid to exchange senior subordinated notes |
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— |
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— |
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6,600 |
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— |
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Legal contingency/DEP penalty |
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— |
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— |
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— |
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2,500 |
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Memorial merger expenses |
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813 |
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— |
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37,225 |
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— |
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Termination costs |
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(822 |
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10,283 |
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(519 |
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14,853 |
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Non-cash compensation adjustment |
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56 |
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73 |
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19 |
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709 |
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Cash flow from operations before changes in working capital – non-GAAP measure |
$ |
253,863 |
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$ |
204,088 |
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$ |
569,365 |
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$ |
740,164 |
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ADJUSTED WEIGHTED AVERAGE SHARES OUTSTANDING |
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(Unaudited, in thousands) |
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Three Months Ended December 31, |
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Twelve Months Ended December 31, |
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2016 |
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2015 |
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2016 |
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2015 |
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Basic: |
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Weighted average shares outstanding |
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247,161 |
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169,371 |
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192,661 |
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169,183 |
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Stock held by deferred compensation plan |
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(2,799 |
) |
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(2,798 |
) |
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(2,793 |
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(2,794 |
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Adjusted basic |
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244,362 |
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166,573 |
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189,868 |
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166,389 |
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Dilutive: |
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Weighted average shares outstanding |
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247,161 |
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169,371 |
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192,661 |
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169,183 |
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Dilutive stock options under treasury method |
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(2,799 |
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(2,798 |
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(2,793 |
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(2,794 |
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Adjusted dilutive |
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244,362 |
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166,573 |
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189,868 |
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166,389 |
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