RANGE RESOURCES CORP
For the period ended Mar 31, 2025. Filed Apr 22, 2025.
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Mar 31, 2025 · Filed Apr 22, 2025
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Notes to Consolidated Financial Statements (Unaudited)
(1)BASIS OF FINANCIAL STATEMENT PRESENTATION
Range Resources Corporation ("Range" or "the Company") is an independent natural gas, natural gas liquids ("NGLs") and oil (predominately condensate referred to herein as "oil") company engaged in the exploration, development and acquisition of natural gas and liquids properties in the Appalachian region of the United States.
During interim periods, the Company follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025 (the "Form 10-K"), except for any new accounting pronouncements adopted during the interim period. These consolidated financial statements are unaudited and should be read in conjunction with the Notes to the Consolidated Financial Statements and information presented in the Form 10-K. In management's opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
We make certain reclassifications to the prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders' equity, net income or cash flows.
(2) REVENUES FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
All of the Company's revenues from contracts with customers have title transfer in the United States ("U.S.") and are recognized at the point in time when control is transferred to the customer and collectibility is reasonably assured. Accounts receivable attributable to our revenue contracts with customers was $326.5 million at March 31, 2025 and $291.5 million at December 31, 2024. Revenue attributable to each of our identified revenue streams is disaggregated below (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Natural gas sales | $490,377 | $271,475 |
| NGLs sales | 275,654 | 256,076 |
| Oil sales | 25,889 | 39,450 |
| Total natural gas, NGLs and oil sales | 791,920 | 567,001 |
| Sales of purchased natural gas | 51,085 | 26,200 |
| Sales of purchased NGLs | 1,767 | 236 |
| Other marketing revenue | 1,556 | 2,395 |
| Total | $846,328 | $595,832 |
(3)INCOME TAXES
We evaluate and update our annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For the three months ended March 31, 2025, our overall effective tax rate was different than the federal statutory rate due primarily to tax credits, state income taxes and equity compensation. Current income taxes reflect estimated state and federal income taxes due for 2025 which are based on our estimated earnings, taking into account all applicable tax rates and laws.
(4)NET INCOME PER COMMON SHARE
The following sets forth a reconciliation of net income to basic net income attributable to common shareholders to diluted net income attributable to common shareholders (in thousands, except per share amounts):
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net income, as reported | $97,052 | $92,138 |
| Participating earnings (a) | (299) | (600) |
| Basic net income attributed to common shareholders | 96,753 | 91,538 |
| Reallocation of participating earnings (a) | 2 | 4 |
| Diluted net income attributed to common shareholders | $96,755 | $91,542 |
| Net income per common share: | ||
| Basic | $0.40 | $0.38 |
| Diluted | $0.40 | $0.38 |
(a)
Restricted Stock Liability Awards (discussed in Note 9) represent participating securities because they participate in non-forfeitable 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.
The following details weighted average common shares outstanding and diluted weighted average common shares outstanding (in thousands):
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average common shares outstanding – basic | 240,035 | 240,505 |
| Effect of dilutive securities: | ||
| Director and employee restricted stock and performance-based equity awards | 1,720 | 1,901 |
| Weighted average common shares outstanding – diluted | 241,755 | 242,406 |
Weighted average common shares outstanding–basic for first quarter 2025 excludes 741,000 shares of restricted stock held in our deferred compensation plan compared to 1.6 million shares in first quarter 2024 (although all awards are issued and outstanding upon grant). For the three months ended March 31, 2025, equity grants of 245,000 shares compared to 127,000 shares in the same period of the prior year were outstanding but not included in the computation of diluted net income because the grant prices were greater than the average market price of the common shares and would be anti-dilutive to the computation.
(5) INDEBTEDNESS
We had the following debt outstanding as of the dates shown below (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Bank debt | $— | $— |
| Senior notes: | ||
| 4.875% senior notes due 2025 | 606,542 | 608,702 |
| 8.25% senior notes due 2029 | 600,000 | 600,000 |
| 4.75% senior notes due 2030 | 500,000 | 500,000 |
| Total senior notes | 1,706,542 | 1,708,702 |
| Unamortized debt issuance costs | (10,001) | (10,819) |
| Total debt, net of deferred financing costs | 1,696,541 | 1,697,883 |
| Less current maturities of long-term debt (a) | (606,434) | (608,269) |
| Total long-term debt | $1,090,107 | $1,089,614 |
(a)
As of March 31, 2025, current maturities include $606.5 million principal amount of our 4.875% senior notes due 2025 ($606.4 million net of deferred financing costs). We expect to repay the current maturities with a combination of cash on hand and borrowings under the credit facility.
No interest was capitalized during thethree months ended March 31, 2025 or the year ended December 31, 2024. We were in compliance with applicable covenants under the bank credit facility and its senior notes at March 31, 2025.
Bank Debt
In April 2022, 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 April 14, 2027. The bank credit facility provides for a maximum facility amount of$4.0 billion and an initial borrowing base of$3.0 billion. The bank credit facility also provides for a borrowing base subject to re-determinations, including event-driven unscheduled re-determinations. As of March 31, 2025, our bank group was composed ofseventeen financial institutions. 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. 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 0.75% to 1.75% or at the secured overnight financing rate (SOFR, as defined in the bank credit facility agreement) plus a spread ranging from 1.75% to 2.75%. 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 SOFR loans to base rate loans or to convert all or any part of the base rate loans to SOFR loans. A commitment fee is paid on the undrawn balance based on an annual rate of 0.375% to 0.50%. At March 31, 2025, the commitment fee was 0.375% and the interest rate margin was 0.75% on our ABR loans and 1.75% on our SOFR loans.
As part of our re-determination completed in March 2025, our borrowing base was reaffirmed at$3.0 billion and our bank commitment was also reaffirmed at$1.5 billion. On March 31, 2025, we hadno outstanding borrowings on our bank credit facility. We had$164.1 million of undrawn letters of credit, leaving$1.3 billion of committed borrowing capacity available under the facility.
Senior Note Redemptions
If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any. We currently intend to retire our outstanding long-term debt as it matures, is callable or when market conditions are favorable to repurchase through privately negotiated transactions, open market repurchases, redemptions or otherwise.
During the three months ended March 31, 2025, we repurchased in the open market $2.2 million principal amount of our 4.875% senior notes due 2025 at a discount. We recognized a $3,000 gain on early extinguishment of debt for these transactions, net of remaining deferred financing costs on the repurchased debt. During thethree months ended March 31, 2024, we repurchased in the open market $15.1 million principal amount of our 4.875% senior notes due 2025 at a discount. We recognized a gain on early extinguishment of debt of $64,000, net of the remaining deferred financing costs on the repurchased debt.
Guarantees
Range is a holding company that 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 and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. The assets, liabilities and results of operations of Range and our guarantor subsidiaries are not materially different than our consolidated financial statements. 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.
(6)ASSET RETIREMENT OBLIGATIONS
Activity related to our liability for plugging and abandonment costs for thethree months ended March 31, 2025 and the year ended December 31, 2024 is as follows (in thousands):
| Three Months EndedMarch 31, 2025 | Year EndedDecember 31, 2024 | |
|---|---|---|
| Beginning of period | $133,767 | $117,429 |
| Liabilities incurred | 1,474 | 3,871 |
| Liabilities settled | (10) | (4,655) |
| Accretion expense | 1,854 | 7,148 |
| Change in estimate | — | 9,974 |
| End of period | 137,085 | 133,767 |
| Less current portion | (1,189) | (1,189) |
| Long-term asset retirement obligations | $135,896 | $132,578 |
(7)DERIVATIVE ACTIVITIES
The following table sets forth our commodity-based derivative volumes by year as of March 31, 2025, excluding our basis swaps which are discussed separately below. All fair values presented in the table below utilize Level 2 inputs, except where noted. All fair market values ("FMV") presented in thousands:
| Period · Contract Type · Volume Hedged · Weighted Average Hedge Price · FMV | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Swap · Sold Put · Floor · Ceiling | |||||||||||||||||
| Natural Gas (a) | |||||||||||||||||
| April - December 2025 | Swaps | 400,000 Mmbtu/day | $ | 4.12 | $(38,855) | ||||||||||||
| April - December 2025 | Three-way Collars | 125,964 Mmbtu/day | $ | 2.53 | $ | 3.25 | $ | 4.64 | $(6,585) | ||||||||
| 2026 | Swaps | 250,000 Mmbtu/day | $ | 4.05 | $(32,537) | ||||||||||||
| 2026 | Three-way Collars | 40,000 Mmbtu/day | $ | 3.00 | $ | 4.00 | $ | 5.20 | $(2,640) | ||||||||
| 2027 | Swaps | 50,000 Mmbtu/day | $ | 4.06 | $3,107 | ||||||||||||
| Oil | |||||||||||||||||
| April 2025 | Collars | 4,000 bbls/day | $ | 70.00 | $ | 81.00 | $88 | ||||||||||
| NGLs (C3-Propane) | |||||||||||||||||
| April - May 2025 | Swaps | 6,459 bbls/day | $ | 35.95 | $(551) | ||||||||||||
(a)
We also sold natural gas swaptions of 150,000 Mmbtu/day for calendar year 2026 at a weighted average price of $4.00/Mmbtu that expire through August 2025 and 30,000 Mmbtu/day for calendar year 2027 at a weighted average price of $4.00/Mmbtu that expire in November 2025. The fair value of these contracts as of March 31, 2025, which utilizes Level 3 inputs, was a derivative liability of $30.3 million.
Basis Swap Contracts
In addition to the commodity derivatives described above, at March 31, 2025, we had natural gas basis swap contracts which lock in the differential between NYMEX Henry Hub and certain of our physical pricing indices. These contracts settle through December 2028 and include a total volume of 216,867,500 Mmbtu. The fair value of these contracts was a gain of $11.7 million at March 31, 2025.
Derivative Assets and Liabilities
The combined fair value of derivatives included in the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024 is summarized below. The assets and liabilities are netted where derivatives with both gain and loss positions are held by a single counterparty and we have master netting arrangements. The tables below provide additional information relating to our master netting arrangements with our derivative counterparties (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Derivative assets: | ||
| Gross amounts of recognized assets | $21,734 | $112,359 |
| Gross amounts offset in the consolidated balance sheets | (15,264) | (25,261) |
| Net amounts of assets presented in the consolidated balance sheets | $6,470 | $87,098 |
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Derivative (liabilities): | ||
| Gross amounts of recognized (liabilities) | $(118,287) | $(45,383) |
| Gross amounts offset in the consolidated balance sheets | 15,264 | 25,261 |
| Net amounts of (liabilities) presented in the consolidated balance sheets | $(103,023) | $(20,122) |
Derivative Fair Value (Loss) Income
The effects of our derivatives on our consolidated statements of income are summarized below (in thousands):
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Natural gas derivatives | $(158,337) | $60,116 |
| NGLs derivatives | (963) | (2,402) |
| Oil derivatives | 343 | (11,116) |
| Total derivative fair value (loss) income | $(158,957) | $46,598 |
(8)FAIR VALUE MEASUREMENTS
The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information on the fair value hierarchy, refer to Note 2 of the Notes to the Consolidated Financial Statements in the Form 10-K. As of March 31, 2025, a portion of our natural gas instruments contain swaptions where the counterparty has the right, but not the obligation, to enter into a fixed price swap on a pre-determined date. If exercised, the swaption contract becomes a swap treated consistently with our fixed-price swaps. At March 31, 2025, we used a weighted average implied volatility of 25% for natural gas swaptions. The following is a reconciliation of the beginning and ending balances for derivative instruments classified as Level 3 in the fair value hierarchy (in thousands):
| Balance at December 31, 2024 | $(13,240) |
|---|---|
| Total losses included in earnings | (15,067) |
| Additions | (1,978) |
| Settlements | — |
| Balance at March 31, 2025 | $(30,285) |
The following presents the carrying amounts and the fair values and hierarchy of our financial instruments as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| CarryingValue | FairValue | CarryingValue | FairValue | |
| Assets: | ||||
| Commodity derivatives (a) | $6,470 | $6,470 | $87,098 | $87,098 |
| Marketable securities (b) | 64,002 | 64,002 | 60,989 | 60,989 |
| (Liabilities): | ||||
| Commodity derivatives (a) | (103,023) | (103,023) | (20,122) | (20,122) |
| Bank credit facility (c) | — | — | — | — |
| 4.875% senior notes due 2025 (c) | (606,542) | (606,002) | (608,702) | (607,363) |
| 8.25% senior notes due 2029 (c) | (600,000) | (617,820) | (600,000) | (618,114) |
| 4.75% senior notes due 2030 (c) | (500,000) | (476,250) | (500,000) | (469,285) |
| Deferred compensation plan (d) | (88,130) | (88,130) | (86,882) | (86,882) |
(a)
Fair values for commodity derivatives utilize Level 2 inputs with the exception of swaptions, which utilize Level 3 inputs. Fair value of swaption contracts as of March 31, 2025 was a derivative liability of $30.3 million.
(b)
Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges, which is a level 1 input.
(c)
The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior notes is based on end of period market quotes which are Level 2 inputs. Debt is presented on the balance sheet at carrying value.
(d)
The fair value of our deferred compensation plan is updated to the closing price of the marketable securities held in the plan on the balance sheet date, which is a Level 1 input.
Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments and (2) our historical and expected incurrence of bad debt expense. Our allowance for uncollectible receivables was$250,000 at March 31, 2025 and$255,000 at December 31, 2024. Non-financial liabilities initially measured at fair value include asset retirement obligations, operating lease liabilities and the divestiture contract obligation that we incurred in conjunction with the sale of our North Louisiana assets.
Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Our proved natural gas and oil properties are reviewed for impairment periodically as events or changes in circumstances indicate the carrying amount may not be recoverable. There were no proved property impairment charges for first three months 2025 or 2024.
Concentrations of Credit Risk
As of March 31, 2025, our primary concentrations of credit risk are the risks of not collecting accounts receivable and the risk of a counterparty’s failure to perform under derivative obligations. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial. At March 31, 2025, our derivative counterparties include fourteen financial institutions, of whichten are secured lenders in our bank credit facility. At March 31, 2025, our net derivative position includes an aggregate net payable of $262,000 toone of the counterparties and a net receivable of $5.4 million from three of the counterparties not included in our bank credit facility.
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