Dispositions and Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Dispositions and Acquisitions

(4) Dispositions and Acquisitions

We recognized a pretax net loss on the sale of assets of $10.7 million in the year ended December 31, 2018 compared to a gain of $23.7 million in 2017 and a loss of $7.1 million in 2016. The following describes the significant divestitures that are included in our consolidated results of operations for each of three years ended December 31, 2018, 2017 and 2016.

2018 Dispositions

Pennsylvania. In fourth quarter 2018, we sold a proportionately reduced 1% overriding royalty in our Washington County, Pennsylvania leases for gross proceeds of $300.0 million. We recorded a loss of $10.2 million related to this sale, after closing adjustments and transaction fees.

Northern Oklahoma. In third quarter 2018, we sold properties in Northern Oklahoma for proceeds of $23.3 million and we recorded a net loss of $39,000 related to this sale, after closing adjustments.

Other. In 2018, we sold miscellaneous proved property, inventory and other assets for proceeds of $1.2 million, resulting in a pretax loss of $448,000.

2017 Dispositions

Texas Panhandle. In fourth quarter 2017, we sold various properties in the Texas Panhandle for proceeds of $40.4 million and we recorded a loss of $989,000 related to this sale, after closing adjustments.

Western Oklahoma. In 2017, we sold certain properties in Oklahoma for proceeds of $30.8 million and we recorded a gain of $23.8 million related to this sale, after closing adjustments and transaction fees.

Other. In 2017, we sold miscellaneous unproved property, inventory and surface property for proceeds of $1.3 million resulting in a gain of $870,000.

2016 Dispositions

Western Oklahoma. In 2016, we sold various properties in Western Oklahoma for proceeds of $78.6 million and we recorded a loss of $5.3 million related to these sales, after closing adjustments and transaction fees.

Pennsylvania. In 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 2016, we sold miscellaneous proved and unproved property, inventory and surface property for proceeds of $3.7million resulting in a gain of $302,000. Included in the $3.7 million of proceeds is $1.2 million received from the sale of proved properties in Mississippi and South Texas.

Memorial Merger

On September 16, 2016, we completed the MRD Merger 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 merger are included in our consolidated statement of operations. The 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.In connection with the MRD Merger, we incurred merger-related expenses of approximately $37.2 million including consulting, investment banking, advisory, legal and other merger-related fees.

Allocation of Purchase Price. The MRD Merger was accounted for as a business combination, using the acquisition method. The total purchase price of the MRD Merger was allocated to the assets acquired and the liabilities assumed based on the fair value at the effective time of the merger, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill.

The results of operations attributable to Memorial are included in our consolidated statements of operations beginning on September 16, 2016. We recognized $477.4 million of natural gas, oil and NGLs revenue and $278.8 million of field net operating income from these assets from January 1, 2017 to December 31, 2017. We recognized $146.6 million of natural gas, oil and NGLs revenues and $94.9 million of field net operating income from these assets from September 16, 2016 to December 31, 2016.