The Spin-Off And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 |
THE SPIN-OFF AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
THE SPIN-OFF AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1.THE SPIN-OFF AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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The Separation and Spin-Off |
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On February 14, 2014, Occidental Petroleum Corporation (Occidental) announced that its board of directors had authorized management to pursue the spin-off of the California business, into a stand-alone, publicly traded company. On October 2, 2014 our board of directors and Occidental’s board of directors each approved execution of the spin-off in accordance with a Separation and Distribution Agreement and several other agreements. In conjunction with the spin-off, Occidental received a private letter ruling from the Internal Revenue Service to the effect that based on certain facts, assumptions, representations, and understandings set forth in the ruling, certain aspects of the transactions that will be undertaken in preparation for, or in connection with, the spin-off will not cause the distribution to be taxable to Occidental or its affiliates. Occidental intends to distribute, on a pro rata basis, at least 80.1% of our common stock to the Occidental stockholders as of the record date for the spin-off. Upon completion of the spin-off, we will be an independent publicly traded company. The spin-off is, among other things, subject to the satisfaction or waiver by Occidental, in its sole discretion, of certain conditions to the spin-off. Each Occidental shareholder will receive 0.4 of a share of our stock for every one share of Occidental stock held at the close of business on the record date of November 17, 2014. Our registration statement on Form 10 describing the spin-off was declared effective by the U.S. Securities and Exchange Commission (SEC) on October 16, 2014. |
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We are an oil and gas exploration and production company operating properties exclusively within the State of California. Additionally, we gather, process and market oil and gas products, and produce and sell power. We were incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014. During September 2014, Occidental transferred to us certain material existing assets, operations and liabilities of the California business. Prior to the spin-off we will have distributed to Occidental approximately $6.0 billion, any cash on our balance sheet immediately prior to the spin-off and settled any outstanding loans with Occidental existing as of the date of the spin-off, generally from the debt proceeds discussed in Note 8. |
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Except when the context otherwise requires or where otherwise indicated, (1) all references to ‘‘CRC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries or the California business, (2) all references to the ‘‘California business’’ refer to Occidental’s California oil and gas exploration and production operations and related assets, liabilities and obligations, which we either have assumed or will assume in connection with the spin-off, and (3) all references to ‘‘Occidental’’ refer to Occidental Petroleum Corporation, our parent company, and its subsidiaries, other than us. |
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Basis of Presentation |
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The accompanying combined and consolidated condensed financial statements were prepared in connection with the spin-off and were derived from the consolidated financial statements and accounting records of Occidental. These combined and consolidated condensed financial statements reflect the historical results of operations, financial position and cash flows of the California business. We account for our share of oil and gas exploration and production ventures, in which we have a direct working interest, by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the relevant lines on the balance sheets and statements of income and cash flows. |
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The combined and consolidated statements of income for periods prior to the spin-off include expense allocations for certain corporate functions and centrally-located activities historically performed by Occidental. These functions include executive oversight, accounting, treasury, tax, financial reporting, finance, internal audit, legal, risk management, information technology, government relations, public relations, investor relations, human resources, procurement, engineering, drilling, exploration, marketing, ethics and compliance, and certain other shared services. These allocations are based primarily on specific identification of time or activities associated with us, employee headcount or our relative size compared to Occidental. Our management believes the assumptions underlying the combined and consolidated condensed financial statements, including the assumptions regarding allocating expenses from Occidental, are reasonable. However, the financial statements may not include all of the actual expenses that would have been incurred, may include duplicative costs and may not reflect our combined and consolidated results of operations, financial position and cash flows had we operated as a stand-alone public company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company prior to the spin-off would depend on multiple factors, including organizational structure and strategic and operating decisions. There may be some additional non-recurring costs of operating as a stand-alone company, which are not expected to be material. |
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The assets and liabilities in the combined and consolidated financial statements are presented on a historical cost basis. We have eliminated all of our significant intercompany transactions and accounts. We have historically participated in Occidental’s centralized treasury management program and not incurred any debt. Prior to September 2014, excess cash generated by our business was distributed to Occidental, and our cash needs were provided by Occidental, in the form of a contribution. Starting September 2014, we are no longer distributing our excess cash to Occidental and Occidental agreed to provide us a line of credit for our cash needs, through the spin-off, at an annual interest rate of 0.36%. As part of the spin-off, we expect to pay to Occidental any balance on the line of credit and any cash on our balance sheet immediately prior to the spin-off date. There was not any balance due to Occidental under the line of credit as of September 30, 2014. |
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In the opinion of our management, the accompanying financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our financial position as of September 30, 2014, and the statements of income, comprehensive income, and cash flows for the three and nine months ended September 30, 2014 and 2013, as applicable. The income and cash flows for the periods ended September 30, 2014 and 2013 are not necessarily indicative of the income or cash flows you should expect for the full year. |
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Certain prior year amounts have been reclassified to conform to the 2014 presentation. |
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We have prepared this report pursuant to the rules and regulations of the SEC applicable to interim financial information, which permit omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the information not misleading. You should read this Form 10-Q together with our annual financial statements for the year ended December 31, 2013, included in our registration statement on Form 10. |
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In a manner similar to initial public offerings, we have included the effect of dividends to be paid to Occidental prior to the spin-off without other spin-off effects in the Pro Forma Adjusted September 30, 2014 Combined and Consolidated Condensed Balance Sheet. |
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Share and Earnings Per Share Information |
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Immediately after the completion of the spin-off, we will issue and have outstanding no more than approximately 387 million shares in aggregate, or 0.4994 of a share of CRC stock for each Occidental share outstanding at the related record date. This estimate is based on approximately 775 million shares of Occidental common stock outstanding as of September 30, 2014, and assuming distribution of at least 80.1% of our common stock to shareholders of Occidental using a ratio of 0.4 of a share of CRC stock for each share of Occidental common stock. As a result, we expect to distribute approximately 310 million shares to Occidental shareholders, with the remaining outstanding shares to be retained by Occidental. The actual number of shares of our common stock to be distributed will be calculated on November 17, 2014, the record date. Occidental will dispose of the remaining up to 19.9% of CRC common stock within eighteen months following the spin-off. |
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The following table presents the calculation of pro forma basic and diluted EPS for the three and nine months ended September 30, 2014 and 2013, based on the most recently available number of Occidental common shares outstanding, using the distribution mechanics described above: |
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| | Three months ended | | Nine months ended | |
September 30, | September 30, |
(in millions, except per-share amounts) | | 2014 | | 2013 | | 2014 | | 2013 | |
Net income | | $ | 188 | | $ | 235 | | $ | 657 | | $ | 657 | |
Number of basic and diluted shares | | 387 | | 387 | | 387 | | 387 | |
Basic and diluted EPS | | $ | 0.49 | | $ | 0.61 | | $ | 1.70 | | $ | 1.70 | |
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We estimate a de minimis impact from dilutive shares, including from any underlying share-based awards issued in connection with the replacement of outstanding Occidental share-based awards. However, the actual number of dilutive shares will not be determined until after the spin-off. |
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Capitalization |
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The following table sets forth (i) our historical capitalization as of September 30, 2014 and (ii) our pro forma adjusted capitalization assuming the incurrence of debt and the distributions to Occidental were effective as of September 30, 2014: |
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| | September 30, 2014 | | | | | | |
| | Historical | | Pro Forma Adjusted | | | | | | |
| | (in millions) | | | | | | |
Debt Outstanding | | | | | | | | | | |
Long-term debt: | | | | | | | | | | |
Revolving Credit Facility | | $ | — | | $ | 65 | | | | | | |
Term Loan Facility | | — | | 1,000 | | | | | | |
5% notes due 2020 | | — | | 1,000 | | | | | | |
5 1/2% notes due 2021 | | — | | 1,750 | | | | | | |
6% notes due 2024 | | — | | 2,250 | | | | | | |
Total Debt Outstanding | | — | | 6,065 | | | | | | |
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Net Investment / Stockholder’s Equity | | | | | | | | | | |
Common stock, par value $0.01 | | — | | 4 | | | | | | |
Additional paid-in capital | | — | | 4,887 | | | | | | |
Net investment | | 10,891 | | — | | | | | | |
Accumulated other comprehensive income (loss) | | (22 | ) | (22 | ) | | | | | |
Net Investment / Stockholder’s Equity | | 10,869 | | 4,869 | | | | | | |
Total Capitalization | | $ | 10,869 | | $ | 10,934 | | | | | | |
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We expect to borrow an additional $300 million to $350 million under our revolving credit facility, including borrowings of approximately $200 million we expect to incur prior to the spin-off to repay Occidental for the acquisition of oil and gas properties and between $100 million and $150 million of borrowings that we expect to incur concurrently with, or shortly after, the spin-off to fund our working capital requirements as a stand-alone company. As of September 30, 2014, on a pro forma basis giving effect to the incurrence of debt, the spin-off, the $6 billion of distributions to Occidental and these additional $300 million to $350 million of borrowings, we expect to have the ability to incur from $1.585 billion to $1.635 billion of additional borrowings under our revolving credit facility. |
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