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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
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 001-36478
California Resources Corporation
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 46-5670947 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1 World Trade Center, Suite 1500
Long Beach, California 90831
(Address of principal executive offices) (Zip Code)
(888) 848-4754
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock | CRC | New York Stock Exchange |
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 ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
| | | | | | | | | | | | | | | | | |
Large Accelerated Filer | ☑ | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ |
Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☑ Yes ☐ No
Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the last practicable date.
The number of shares of common stock outstanding as of March 31, 2022 was 77,630,810.
California Resources Corporation and Subsidiaries
Table of Contents
| | | | | | | | |
| Page |
Part I | | |
Item 1 | Financial Statements (unaudited) | |
| Condensed Consolidated Balance Sheets | |
| Condensed Consolidated Statements of Operations | |
| Condensed Consolidated Statements of Comprehensive Income (Loss) | |
| Condensed Consolidated Statements of Stockholders' Equity | |
| Condensed Consolidated Statements of Cash Flows | |
| Notes to the Condensed Consolidated Financial Statements | |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| General | |
| Dividends | |
| Share Repurchase Program | |
| Employee Stock Purchase Program | |
| Divestitures and Acquisitions | |
| Business Environment and Industry Outlook | |
| Production | |
| Prices and Realizations | |
| Statements of Operations Analysis | |
| Liquidity and Capital Resources | |
| 2022 Capital Program | |
| Lawsuits, Claims, Commitments and Contingencies | |
| Critical Accounting Estimates and Significant Accounting and Disclosure Changes | |
| Forward-Looking Statements | |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4 | Controls and Procedures | |
| | |
Part II | | |
Item 1 | Legal Proceedings | |
Item 1A | Risk Factors | |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 5 | Other Disclosures | |
Item 6 | Exhibits | |
GLOSSARY AND SELECTED ABBREVIATIONS
The following are abbreviations and definitions of certain terms used within this Form 10-Q:
•ABR - Alternate base rate.
•ASC - Accounting Standards Codification.
•ARO - Asset retirement obligation.
•Bbl - Barrel.
•Bbl/d - Barrels per day.
•Bcf - Billion cubic feet.
•Bcfe - Billion cubic feet of natural gas equivalent using the ratio of one barrel of oil, condensate, or NGLs converted to six thousand cubic feet of natural gas.
•Boe - We convert natural gas volumes to crude oil equivalents using a ratio of six thousand cubic feet (Mcf) to one barrel of crude oil equivalent based on energy content. This is a widely used conversion method in the oil and gas industry.
•Boe/d - Barrel of oil equivalent per day.
•Btu - British thermal unit.
•CalGEM - California Geologic Energy Management Division.
•CCS - Carbon capture and storage.
•CO2 - Carbon dioxide.
•DD&A - Depletion, depreciation, and amortization.
•EOR - Enhanced oil recovery.
•EPA - United States Environmental Protection Agency.
•ESG - Environmental, social and governance.
•E&P - Exploration and production.
•FEED - Front-end engineering design.
•Full-Scope Net Zero - Achieving permanent storage of captured or removed carbon emissions in a volume equal to all of our scope 1, 2 and 3 emissions by 2045.
•GAAP - United States Generally Accepted Accounting Principles.
•GHG - Greenhouse gases.
•JV - Joint venture.
•LCFS - Low Carbon Fuel Standard.
•LIBOR - London Interbank Offered Rate.
•MBbl - One thousand barrels of crude oil, condensate or NGLs.
•MBbl/d - One thousand barrels per day.
•MBoe/d - One thousand barrels of oil equivalent per day.
•MBw/d - One thousand barrels of water per day
•Mcf - One thousand cubic feet of natural gas equivalent, with liquids converted to an equivalent volume of natural gas using the ratio of one barrel of oil to six thousand cubic feet of natural gas.
•MHp - One thousand horsepower.
•MMBbl - One million barrels of crude oil, condensate or NGLs.
•MMBoe - One million barrels of oil equivalent.
•MMBtu - One million British thermal units.
•MMcf/d - One million cubic feet of natural gas per day.
•MW - Megawatts of power.
•NGLs - Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as purity products such as ethane, propane, isobutane and normal butane, and natural gasoline.
•NYMEX - The New York Mercantile Exchange.
•OPEC - Organization of the Petroleum Exporting Countries.
•OPEC+ - OPEC and together with Russia and other allied producing countries
•PHMS - Pipeline and Hazardous Materials Safety Administration.
•Proved developed reserves - Proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
•Proved reserves - The estimated quantities of natural gas, NGLs, and oil that geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic conditions, operating methods and government regulations.
•Proved undeveloped reserves - Proved reserves that are expected to be recovered from new wells on undrilled acreage that are reasonably certain of production when drilled or from existing wells where a relatively major expenditure is required for recompletion.
•PSCs - Production-sharing contracts.
•PV-10 - Non-GAAP financial measure and represents the year-end present value of estimated future cash flows from proved oil and natural gas reserves, less future development and operating costs, discounted at 10% per annum and using SEC Prices. PV-10 facilitates the comparisons to other companies as it is not dependent on the tax-paying status of the entity.
•SDWA - Safe Drinking Water Act.
•SEC - United States Securities and Exchange Commission.
•SEC Prices - The unweighted arithmetic average of the first day-of-the-month price for each month within the year used to determine estimated volumes and cash flows for our proved reserves.
•SOFR - Secured overnight financing rate as administered by the Federal Reserve Bank of New York.
•Standardized measure - The year-end present value of after-tax estimated future cash flows from proved oil and natural gas reserves, less future development and operating costs, discounted at 10% per annum and using SEC Prices. Standardized measure is prescribed by the SEC as an industry standard asset value measure to compare reserves with consistent pricing, costs and discount assumptions.
•Working interest - The right granted to a lessee of a property to explore for and to produce and own oil, natural gas or other minerals in-place. A working interest owner bears the cost of development and operations of the property.
•WTI - West Texas Intermediate.
PART I FINANCIAL INFORMATION
Item 1Financial Statements (unaudited)
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of March 31, 2022 and December 31, 2021
(in millions, except share data)
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
CURRENT ASSETS | | | |
Cash | $ | 328 | | | $ | 305 | |
Trade receivables | 301 | | | 245 | |
Inventories | 56 | | | 60 | |
Assets held for sale | 3 | | | 22 | |
Other current assets | 146 | | | 121 | |
Total current assets | 834 | | | 753 | |
PROPERTY, PLANT AND EQUIPMENT | 2,936 | | | 2,845 | |
Accumulated depreciation, depletion and amortization | (293) | | | (246) | |
Total property, plant and equipment, net | 2,643 | | | 2,599 | |
DEFERRED TAX ASSET | 429 | | | 396 | |
OTHER NONCURRENT ASSETS | 126 | | | 98 | |
TOTAL ASSETS | $ | 4,032 | | | $ | 3,846 | |
| | | | | | | | | | | |
CURRENT LIABILITIES | | | |
| | | |
| | | |
| | | |
Accounts payable | 287 | | | 266 | |
Liabilities associated with assets held for sale | 2 | | | 21 | |
Fair value of derivative contracts | 554 | | | 270 | |
Accrued liabilities | 362 | | | 297 | |
| | | |
Total current liabilities | 1,205 | | | 854 | |
NONCURRENT LIABILITIES | | | |
Long-term debt, net | 590 | | | 589 | |
| | | |
Fair value of derivative contracts | 200 | | | 132 | |
Asset retirement obligations | 426 | | | 438 | |
Other long-term liabilities | 178 | | | 145 | |
| | | |
| | | |
| | | |
STOCKHOLDERS' EQUITY | | | |
Preferred stock (20,000,000 shares authorized at $0.01 par value) no shares outstanding at March 31, 2022 and December 31, 2021 | — | | | — | |
Common stock (200,000,000 shares authorized at $0.01 par value) (83,389,254 and 83,389,210 shares issued; 77,630,810 and 79,299,222 shares outstanding at March 31, 2022 and December 31, 2021) | 1 | | | 1 | |
Treasury stock (5,758,444 shares held at cost at March 31, 2022 and 4,089,988 shares held at cost at December 31, 2021) | (219) | | | (148) | |
Additional paid-in capital | 1,293 | | | 1,288 | |
Retained earnings | 286 | | | 475 | |
Accumulated other comprehensive income | 72 | | | 72 | |
| | | |
| | | |
Total stockholders' equity | 1,433 | | | 1,688 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 4,032 | | | $ | 3,846 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2022 and 2021
(dollars in millions, except per share data) | | | | | | | | | | | | | | | | | |
| | | | | | |
| Three months ended March 31, | | | | | |
| 2022 | | | 2021 | | | | | |
REVENUES | | | | | | | | | |
Oil, natural gas and NGL sales | $ | 628 | | | | $ | 432 | | | | | | |
Net loss from commodity derivatives | (562) | | | | (213) | | | | | | |
Sales of purchased natural gas | 32 | | | | 98 | | | | | | |
Electricity sales | 34 | | | | 33 | | | | | | |
Other revenue | 21 | | | | 13 | | | | | | |
Total operating revenues | 153 | | | | 363 | | | | | | |
| | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | |
Operating costs | 182 | | | | 164 | | | | | | |
General and administrative expenses | 48 | | | | 48 | | | | | | |
Depreciation, depletion and amortization | 49 | | | | 52 | | | | | | |
Asset impairments | — | | | | 3 | | | | | | |
Taxes other than on income | 34 | | | | 40 | | | | | | |
Exploration expense | 1 | | | | 2 | | | | | | |
Purchased natural gas expense | 21 | | | | 61 | | | | | | |
Electricity generation expenses | 24 | | | | 24 | | | | | | |
Transportation costs | 12 | | | | 12 | | | | | | |
Accretion expense | 11 | | | | 13 | | | | | | |
Other operating expenses, net | 14 | | | | 17 | | | | | | |
Total operating expenses | 396 | | | | 436 | | | | | | |
Net gain on asset divestitures | 54 | | | | — | | | | | | |
| | | | | | | | | |
OPERATING LOSS | (189) | | | | (73) | | | | | | |
| | | | | | | | | |
NON-OPERATING (EXPENSES) INCOME | | | | | | | | | |
Reorganization items, net | — | | | | (2) | | | | | | |
Interest and debt expense, net | (13) | | | | (13) | | | | | | |
Net loss on early extinguishment of debt | — | | | | (2) | | | | | | |
Other non-operating expenses, net | 1 | | | | 1 | | | | | | |
LOSS BEFORE INCOME TAXES | (201) | | | | (89) | | | | | | |
Income taxes | 26 | | | | — | | | | | | |
NET LOSS | (175) | | | | (89) | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income attributable to noncontrolling interests | — | | | | (5) | | | | | | |
NET LOSS ATTRIBUTABLE TO COMMON STOCK | $ | (175) | | | | $ | (94) | | | | | | |
| | | | | | | | | |
Net loss attributable to common stock per share | | | | | | | | | |
Basic | $ | (2.23) | | | | $ | (1.13) | | | | | | |
Diluted | $ | (2.23) | | | | $ | (1.13) | | | | | | |
| | | | | | | | | |
Weighted-average common shares outstanding | | | | | | | | | |
Basic | 78.5 | | | | 83.3 | | | | | | |
Diluted | 78.5 | | | | 83.3 | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2022 and 2021
(in millions)
| | | | | | | | | | | | | | | | |
| | | | | | |
| Three months ended March 31, | | | | | |
| 2022 | | 2021 | | | | | |
Net loss | $ | (175) | | | $ | (89) | | | | | | |
Net income attributable to noncontrolling interests | — | | | (5) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Comprehensive loss attributable to common stock | $ | (175) | | | $ | (94) | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
For the three months ended March 31, 2022 and 2021
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2022 |
| Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income | | | | | | Total Equity |
Balance, December 31, 2021 | $ | 1 | | | $ | (148) | | | $ | 1,288 | | | $ | 475 | | | $ | 72 | | | | | | | $ | 1,688 | |
Net loss | — | | | — | | | — | | | (175) | | | — | | | | | | | (175) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 5 | | | — | | | — | | | | | | | 5 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Repurchases of common stock | — | | | (71) | | | — | | | — | | | — | | | | | | | (71) | |
| | | | | | | | | | | | | | | |
Cash dividends ($0.17 per share) | — | | | — | | | — | | | (14) | | | — | | | | | | | (14) | |
| | | | | | | | | | | | | | | |
Balance, March 31, 2022 | $ | 1 | | | $ | (219) | | | $ | 1,293 | | | $ | 286 | | | $ | 72 | | | | | | | $ | 1,433 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2021 |
| Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Accumulated (Deficit) | | Accumulated Other Comprehensive (Loss) Income | | Equity Attributable to Common Stock | | Equity Attributable to Noncontrolling Interests | | Total Equity |
Balance, December 31, 2020 | $ | 1 | | | $ | — | | | $ | 1,268 | | | $ | (123) | | | $ | (8) | | | $ | 1,138 | | | $ | 44 | | | $ | 1,182 | |
Net (loss) income | — | | | — | | | — | | | (94) | | | — | | | (94) | | | 5 | | | (89) | |
| | | | | | | | | | | | | | | |
Distributions paid to a noncontrolling interest holder | — | | | — | | | — | | | — | | | — | | | — | | | (14) | | | (14) | |
| | | | | | | | | | | | | | | |
Share-based compensation | — | | | — | | | 2 | | | — | | | — | | | 2 | | | — | | | 2 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance, March 31, 2021 | $ | 1 | | | $ | — | | | $ | 1,270 | | | $ | (217) | | | $ | (8) | | | $ | 1,046 | | | $ | 35 | | | $ | 1,081 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2022 and 2021
(in millions)
| | | | | | | | | | | | | | | | |
| | | | | | |
| Three months ended March 31, | | | | | |
| 2022 | | 2021 | | | | | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | |
Net loss | $ | (175) | | | $ | (89) | | | | | | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation, depletion and amortization | 49 | | | 52 | | | | | | |
Deferred income tax benefit | (33) | | | — | | | | | | |
Asset impairments | — | | | 3 | | | | | | |
Net loss from commodity derivatives | 562 | | | 213 | | | | | | |
Net payments on settled commodity derivatives | (181) | | | (39) | | | | | | |
Net loss on early extinguishment of debt | — | | | 2 | | | | | | |
| | | | | | | | |
Net gain on asset divestitures | (54) | | | (2) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Other non-cash charges to income, net | 8 | | | 7 | | | | | | |
Changes in operating assets and liabilities, net | (16) | | | — | | | | | | |
Net cash provided by operating activities | 160 | | | 147 | | | | | | |
| | | | | | | | |
CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | |
Capital investments | (99) | | | (27) | | | | | | |
Changes in accrued capital investments | 3 | | | 5 | | | | | | |
Proceeds from asset divestitures | 60 | | | 2 | | | | | | |
Acquisitions | (17) | | | — | | | | | | |
| | | | | | | | |
Net cash used in investing activities | (53) | | | (20) | | | | | | |
| | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from Revolving Credit Facility | — | | | 16 | | | | | | |
Repayments of Revolving Credit Facility | — | | | (115) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Proceeds from Senior Notes | — | | | 600 | | | | | | |
| | | | | | | | |
Debt issuance costs | — | | | (12) | | | | | | |
Repayment of Second Lien Term Loan | — | | | (200) | | | | | | |
Repayment of EHP Notes | — | | | (300) | | | | | | |
| | | | | | | | |
Repurchases of common stock | (71) | | | — | | | | | | |
Common stock dividends | (13) | | | — | | | | | | |
| | | | | | | | |
| | | | | | | | |
Distributions paid to a noncontrolling interest holder | — | | | (14) | | | | | | |
| | | | | | | | |
| | | | | | | | |
Net cash used in financing activities | (84) | | | (25) | | | | | | |
Increase in cash | 23 | | | 102 | | | | | | |
Cash—beginning of period | 305 | | | 28 | | | | | | |
Cash—end of period | $ | 328 | | | $ | 130 | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
March 31, 2022
NOTE 1 BASIS OF PRESENTATION
We are an independent oil and natural gas exploration and production company operating properties exclusively within California. Through our subsidiary, Carbon TerraVault, we are in the early stages of developing several carbon capture and sequestration projects in California. Separately, we are evaluating the feasibility of a carbon capture system to be located at our Elk Hills power plant (CalCapture). Except when the context otherwise requires or where otherwise indicated, all references to ‘‘CRC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries.
In the opinion of our management, the accompanying unaudited financial statements contain all adjustments necessary to fairly present our financial position, results of operations, comprehensive income, equity and cash flows for all periods presented. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and natural gas producing activities, 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 our condensed consolidated financial statements.
We have prepared this report in accordance with generally accepted accounting principles (GAAP) in the United States and the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial information which permit the 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 presented not misleading.
The preparation of financial statements in conformity with GAAP requires management to select appropriate accounting policies and make informed estimates and judgments regarding certain types of financial statement balances and disclosures. Actual results could differ. Management believes that these estimates and judgments provide a reasonable basis for the fair presentation of our condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Annual Report).
The carrying amounts of cash and on-balance sheet financial instruments, other than debt, approximate fair value. Refer to Note 6 Debt for the fair value of our debt.
NOTE 2 ACCOUNTING AND DISCLOSURE CHANGES
In February 2022, we amended our Revolving Credit Facility to replace the benchmark rate from the London Interbank Offered Rate to the secured overnight financing rate (SOFR). As a result of this amendment, we can elect to borrow at either an adjusted SOFR rate or an alternate base rate (ABR), subject to a 1% floor and 2% floor, respectively, plus an applicable margin. The ABR is equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1%. The applicable margin is adjusted based on the borrowing base utilization percentage and will vary from (i) in the case of SOFR loans, 3% to 4% and (ii) in the case of ABR loans, 2% to 3%. The unused portion of the facility is subject to a commitment fee of 0.50% per annum. We also pay customary fees and expenses. Interest on ABR loans is payable quarterly in arrears. Interest on SOFR loans is payable at the end of each SOFR period, but not less than quarterly.
ASC Topic 848, Reference Rate Reform contains guidance for applying U.S. GAAP to contracts, hedging relationships and other transactions that are impacted by reference rate reform. Under this guidance, we elected to account for this debt amendment as a modification of the original instrument. The debt modification did not have a material impact to our condensed consolidated financial statements.
NOTE 3 OTHER BALANCE SHEET INFORMATION
Other current assets — Other current assets includes the following:
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
| (in millions) |
Amounts due from joint interest partners | $ | 62 | | | $ | 47 | |
| | | |
Fair value of derivative contracts | 9 | | | 6 | |
Prepaid expenses | 18 | | | 16 | |
Greenhouse gas allowances | 38 | | | 31 | |
Margin deposits | 12 | | | 12 | |
Other | 7 | | | 9 | |
Other current assets | $ | 146 | | | $ | 121 | |
Other noncurrent assets - Other noncurrent assets includes the following:
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
| (in millions) |
Operating lease right-of-use assets | $ | 41 | | | $ | 43 | |
Deferred financing costs - Revolving Credit Facility | 9 | | | 11 | |
Emission reduction credits | 11 | | | 11 | |
Prepaid power plant maintenance | 23 | | | 21 | |
Fair value of derivative contracts | 29 | | | 1 | |
Deposits and other | 13 | | | 11 | |
Other noncurrent assets | $ | 126 | | | $ | 98 | |
Accrued liabilities — Accrued liabilities includes the following:
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
| (in millions) |
Accrued employee-related costs | $ | 41 | | | $ | 61 | |
Accrued taxes other than on income | 30 | | | 30 | |
Asset retirement obligations | 48 | | | 51 | |
Accrued interest | 9 | | | 19 | |
Lease liability | 10 | | | 11 | |
| | | |
Premiums due on derivative contracts | 69 | | | 57 | |
Liability for settlement payments on derivative contracts | 85 | | | 25 | |
Amounts due under production-sharing contracts | 33 | | | 14 | |
Other | 37 | | | 29 | |
Accrued liabilities | $ | 362 | | | $ | 297 | |
Other long-term liabilities — Other long-term liabilities includes the following:
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
| (in millions) |
Compensation-related liabilities | $ | 31 | | | $ | 38 | |
Postretirement and pension benefit plans | 57 | | | 59 | |
Lease liability | 35 | | | 37 | |
| | | |
Premiums due on derivative contracts | 49 | | | 5 | |
Other | 6 | | | 6 | |
Other long-term liabilities | $ | 178 | | | $ | 145 | |
NOTE 4 SUPPLEMENTAL CASH FLOW INFORMATION
We did not make U.S. federal and state income tax payments during the three months ended March 31, 2022 and 2021. Interest paid, net of capitalized amounts, totaled $22 million and $2 million for the three months ended March 31, 2022 and 2021, respectively.
Non-cash financing activities in the three months ended March 31, 2022 included $1 million of dividends accrued for stock-based compensation awards. No dividends were accrued for the three months ended March 31, 2021.
NOTE 5 INVENTORIES
Materials and supplies, which primarily consist of well equipment and tubular goods used in our oil and natural gas operations, are valued at weighted-average cost and are reviewed periodically for obsolescence. Finished goods include produced oil and NGLs in storage, which are valued at the lower of cost or net realizable value. Inventories, by category, are as follows:
| | | | | | | | | | | |
| |
| March 31, | | December 31, |
| 2022 | | 2021 |
| (in millions) |
Materials and supplies | $ | 54 | | | $ | 54 | |
Finished goods | 2 | | | 6 | |
Inventories | $ | 56 | | | $ | 60 | |
NOTE 6 DEBT
As of March 31, 2022 and December 31, 2021, our long-term debt consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| March 31, | | December 31, | | | | |
| 2022 | | 2021 | | Interest Rate | | Maturity |
| (in millions) | | | | |
| | | | | | | |
Revolving Credit Facility | $ | — | | | $ | — | | | SOFR plus 3%-4% ABR plus 2%-3% | | April 29, 2024 |
| | | | | | | |
Senior Notes | 600 | | | 600 | | | 7.125% | | February 1, 2026 |
Principal amount | $ | 600 | | | $ | 600 | | | | | |
Unamortized debt issuance costs | (10) | | | (11) | | | | | |
Long-term debt, net | $ | 590 | | | $ | 589 | | | | | |
Revolving Credit Facility
On October 27, 2020, we entered into a Credit Agreement with Citibank, N.A., as administrative agent, and certain other lenders. This credit agreement currently consists of a senior revolving loan facility (Revolving Credit Facility) with an aggregate commitment of $552 million, which we are permitted to increase if we obtain additional commitments from new or existing lenders. This amount includes $60 million of additional commitments from new lenders that we obtained in February 2022. Our Revolving Credit Facility also includes a sub-limit of $200 million for the issuance of letters of credit. Letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters.
The borrowing base is redetermined semi-annually and was reaffirmed at $1.2 billion on April 29, 2022. The borrowing base takes into account the estimated value of our proved reserves, total indebtedness and other relevant factors consistent with customary reserves-based lending criteria. The amount we are able to borrow under our Revolving Credit Facility is limited to the amount of the commitment described above.
As of March 31, 2022, our availability under our Revolving Credit Facility was as follows:
| | | | | | | |
| |
| March 31, | | |
| 2022 | | |
| (in millions) |
Borrowing capacity | $ | 552 | | | |
Outstanding letters of credit | (136) | | | |
Availability | $ | 416 | | | |
At March 31, 2022, we were in compliance with all financial and other debt covenants under our Revolving Credit Facility and Senior Notes. See Note 15 Subsequent Events for more information on an amendment to our Revolving Credit Facility.
Fair Value
The estimated fair value of our fixed-rate debt at March 31, 2022 and December 31, 2021 was approximately $625 million and $623 million, respectively. We estimate fair value based on prices known from market transactions (Level 1).
NOTE 7 DIVESTITURES AND ACQUISITIONS
Divestitures
Ventura Basin Transactions
During the three months ended March 31, 2022, we recorded a gain of $6 million related to the sale of certain Ventura basin assets. We expect to divest of our remaining assets in the Ventura basin during the second half of 2022 pending final approval from the State Lands Commission. These remaining assets, consisting of property, plant and equipment and the associated asset retirement obligations, are classified as held for sale on our condensed consolidated balance sheet as of March 31, 2022.
Lost Hills Transaction
On February 1, 2022, we sold our 50% non-operated working interest in certain horizons within our Lost Hills field, located in the San Joaquin basin, recognizing a gain of $49 million. We retained an option to capture, transport and store 100% of the CO2 from steam generators across the Lost Hills field for future carbon management projects. We also retained 100% of the deep rights and related seismic data.
CRC Plaza
In January 2022, we entered into an agreement to sell our commercial office building located in Bakersfield, California, subject to due diligence and a fit for purpose analysis. The due diligence determined that the cost to convert the building for the buyer's use was not economic and the buyer elected to terminate the agreement in April 2022.
Other
During the three months ended March 31, 2022 and 2021, we sold non-core assets recognizing a $1 million loss and a $2 million gain, respectively.
Acquisitions
During the three months ended March 31, 2022, we acquired properties and land easements for carbon management activities. Total spend for these carbon-related acquisitions was $17 million.
NOTE 8 LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
Litigation and Claims
We are involved, in the normal course of business, in lawsuits, environmental and other claims and other contingencies that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief.
We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Reserve balances for these items at March 31, 2022 and December 31, 2021 were not material to our condensed consolidated balance sheets as of such dates. We also evaluate the amount of reasonably possible losses that we could incur as a result of these matters. We believe that reasonably possible losses that we could incur in excess of reserves cannot be accurately determined.
In October 2020, Signal Hill Services, Inc. defaulted on its decommissioning obligations associated with two offshore platforms. The Bureau of Safety and Environmental Enforcement (BSEE) determined that former lessees, including our former parent, Occidental Petroleum Corporation (Oxy) with a 37.5% share, are responsible for accrued decommissioning obligations associated with these offshore platforms. Oxy sold its interest in the platforms approximately 30 years ago and it is our understanding that Oxy has not had any connection to the operations since that time and was challenging BSEE's order. Oxy notified us of the claim under the indemnification provisions of the Separation and Distribution Agreement between us and Oxy. In September 2021, we accepted the indemnification claim from Oxy and are challenging the order from BSEE.
NOTE 9 DERIVATIVES
We maintain a commodity hedging program primarily focused on crude oil to help protect our cash flows, margins and capital program from the volatility of commodity prices. We did not have any derivative instruments designated as accounting hedges as of and for the three months ended March 31, 2022 and 2021. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to achieve our hedging requirements and program goals, even though they are not accounted for as accounting hedges.
Currently, we may not hedge more than 85% of reasonably anticipated total forecasted production of crude oil, natural gas and NGLs from our oil and gas properties for a 48-month period, except that we may purchase puts and floors up to 100% of such production. The percentage of our crude oil production hedged is calculated exclusive of offsetting positions on our derivative contracts. See Note 15 Subsequent Events for more information on an amendment to our Revolving Credit Facility and our hedging requirements.
Summary of open derivative contracts — We held the following Brent-based crude oil contracts as of March 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q2 2022 | | Q3 2022 | | Q4 2022 | | 1H 2023 | | 2H 2023 | | 2024 |
Sold Calls | | | | | | | | | | | | |
Barrels per day | | 35,343 | | | 34,380 | | | 25,167 | | | 18,078 | | | 11,555 | | | — | |
Weighted-average price per barrel | | $ | 60.63 | | | $ | 60.76 | | | $ | 57.82 | | | $ | 58.63 | | | $ | 57.06 | | | $ | — | |
| | | | | | | | | | | | |
Swaps | | | | | | | | | | | | |
Barrels per day | | 10,669 | | | 10,476 | | | 17,263 | | | 11,806 | | | 16,552 | | | 1,492 | |
Weighted-average price per barrel | | $ | 54.12 | | | $ | 53.97 | | | $ | 58.79 | | | $ | 58.04 | | | $ | 62.95 | | | $ | 79.06 | |
| | | | | | | | | | | | |
Net Purchased Puts(a) | | | | | | | | | | | | |
Barrels per day | | 35,343 | | | 34,380 | | | 25,167 | | | 18,078 | | | 11,555 | | | 1,724 | |
Weighted-average price per barrel | | $ | 65.42 | | | $ | 65.02 | | | $ | 64.47 | | | $ | 76.25 | | | $ | 76.25 | | | $ | 75.00 | |
| | | | | | | | | | | | |
Sold Puts | | | | | | | | | | | | |
Barrels per day | | — | | | 4,000 | | | 1,348 | | | — | | | — | | | — | |
Weighted-average price per barrel | | $ | — | | | $ | 32.00 | | | $ | 32.00 | | | $ | — | | | $ | — | | | $ | — | |
(a)Purchased puts and sold puts with the same strike price have been presented on a net basis.
The outcomes of the derivative positions are as follows:
•Sold calls – we make settlement payments for prices above the indicated weighted-average price per barrel.
•Swaps – we make settlement payments for prices above the indicated weighted-average price per barrel and receive settlement payments for prices below the indicated weighted-average price per barrel.
•Purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel.
•Sold puts – we make settlement payments for prices below the indicated weighted-average price per barrel.
We use combinations of these positions to meet the requirements of our Revolving Credit Facility and to increase the efficacy of our hedging program. The majority of our derivative positions were entered into subsequent to our emergence from bankruptcy to comply with the hedging requirements of our Revolving Credit Facility.
Fair value of derivatives — The following tables present the fair values on a recurring basis (at gross and net) of our outstanding commodity derivatives as of March 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | |
March 31, 2022 |
Classification | | Gross Amounts at Fair Value | | Netting | | Net Fair Value |
Assets | | (in millions) |
Other current assets | | $ | 31 | | | $ | (22) | | | $ | 9 | |
Other noncurrent assets | | 55 | | | (26) | | | 29 | |
| | | | | | |
Liabilities | | | | | | |
Current - Fair value of derivative contracts | | (576) | | | 22 | | | (554) | |
Noncurrent - Fair value of derivative contracts | | (226) | | | 26 | | | (200) | |
| | $ | (716) | | | $ | — | | | $ | (716) | |
| | | | | | | | | | | | | | | | | | | | |
December 31, 2021 |
Classification | | Gross Amounts at Fair Value | | Netting | | Net Fair Value |
Assets | | (in millions) |
Other current assets | | $ | 33 | | | $ | (27) | | | $ | 6 | |
Other noncurrent assets | | 12 | | | (11) | | | 1 | |
| | | | | | |
Liabilities | | | | | | |
Current - Fair value of derivative contracts | | (297) | | | 27 | | | (270) | |
Noncurrent - Fair value of derivative contracts | | (143) | | | 11 | | | (132) | |
| | $ | (395) | | | $ | — | | | $ | (395) | |
Our derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented. We recognized fair value changes on derivative instruments each reporting period in net loss from commodity derivatives on our condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021. The changes in fair value result from the relationship between our existing positions, volatility, time to expiration, contract prices and the associated forward curves.
NOTE 10 EARNINGS PER SHARE
Basic and diluted earnings per share (EPS) were calculated using the treasury stock method for the three months ended March 31, 2022 and March 31, 2021. Our restricted stock unit (RSU) and performance stock unit (PSU) awards are not considered participating securities since the dividend rights on unvested shares are forfeitable.
For basic EPS, the weighted-average number of common shares outstanding excludes shares underlying our equity-settled awards and warrants. For diluted EPS, the basic shares outstanding are adjusted by adding potential common shares, if dilutive.
The following table presents the calculation of basic and diluted EPS, for the three months ended March 31, 2022 and 2021:
| | | | | | | | | | | | | | | | |
| | | | | | |
| Three months ended March 31, | | | | | |
| 2022 | | 2021 | | | | | |
| (in millions, except per-share amounts) | | | | | |
Numerator for Basic and Diluted EPS | | | | | | | | |
Net loss | $ | (175) | | | $ | (89) | | | | | | |
Less: net income attributable to noncontrolling interests | — | | | (5) | | | | | | |
Net loss attributable to common stock | $ | (175) | | | $ | (94) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Denominator for Basic EPS | | | | | | | | |
Weighted-average shares | 78.5 | | | 83.3 | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Denominator for Diluted EPS | | | | | | | | |
Weighted-average shares | 78.5 | | | 83.3 | | | | | | |
| | | | | | | | |
EPS | | | | | | | | |
Basic | $ | (2.23) | | | $ | (1.13) | | | | | | |
Diluted | $ | (2.23) | | | $ | (1.13) | | | | | | |
| | | | | | | | |
| | | | | | | | |
The following table presents potentially dilutive weighted-average common shares which were excluded from the denominator for diluted EPS:
| | | | | | | | | | | |
| |
| Three months ended March 31, |
| 2022 | | 2021 |
| (in millions) |
Shares issuable upon exercise of warrants | 4.3 | | | 4.4 | |
| | | |
Shares issuable upon settlement of RSUs | 1.1 | | | 0.6 | |
Shares issuable upon settlement of PSUs | 1.0 | | | 0.4 | |
| | | |
Total antidilutive shares | 6.4 | | | 5.4 | |
NOTE 11 PENSION AND POSTRETIREMENT BENEFIT PLANS
The following table sets forth the components of the net periodic benefit costs for our defined benefit pension and postretirement benefit plans for the three months ended March 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| |
| Three months ended March 31, | | Three months ended March 31, |
| 2022 | | 2021 |
| Pension Benefit | | Postretirement Benefit | | Pension Benefit | | Postretirement Benefit |
| (in millions) | | (in millions) |
Service cost - benefits earned during the period | $ | — | | | $ | 1 | | | $ | — | | | $ | 1 | |
Interest cost on projected benefit obligation | — | | | — | | | — | | | 1 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Amortization of prior service cost credit | — | | | (1) | | | — | | | — | |
Net periodic benefit costs | $ | — | | | $ | — | | | $ | — | | | $ | 2 | |
We contributed approximately $1 million to our defined benefit plans during the three months ended March 31, 2022. We expect to satisfy minimum funding requirements with contributions of approximately $1 million to our defined benefit pension plans during the remainder of 2022.
We did not make significant contributions to our defined benefit plans for the three months ended March 31, 2021.
NOTE 12 INCOME TAXES
The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate of 13% for the three months ended March 31, 2022 primarily relates to state taxes and an increase in a valuation allowance for capital losses, the deductibility of which is limited to future capital gains, resulting from our Lost Hills divestiture. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate of zero for the three months ended March 31, 2021, primarily includes state taxes and changes to maintain a full valuation allowance against our net deferred tax assets given our anticipated future earnings trends at that time. Realization of our deferred tax assets is subjective and remains dependent on a number of factors including our ability to generate sufficient taxable income, including capital gains, in future periods.
NOTE 13 EQUITY
Share Repurchase Program
In 2021, our Board of Directors authorized a Share Repurchase Program to acquire up to $350 million of our common stock through December 31, 2022. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend, or discontinue authorization of the program at any time. See Note 15 Subsequent Events for additional information on an increase in our Share Repurchase Program and an extension of the term.
For the three months ended March 31, 2022, we repurchased 1,668,456 shares of our common stock at an average price of $42.52 per share for $71 million. For the three months ended March 31, 2021, we did not repurchase any shares of our common stock.
As of March 31, 2022, since inception of the Share Repurchase Program we have repurchased an aggregate 5,758,444 shares of our common stock, at an average price of $37.95 per share for $219 million. Shares repurchased were held as treasury stock as of March 31, 2022.
Dividends
On February 23, 2022, our Board of Directors declared a cash dividend of $0.17 per share of common stock. The dividend was payable to shareholders of record at the close of business on March 7, 2022 and paid on March 16, 2022. This quarterly dividend was made pursuant to a cash dividend policy approved by the Board of Directors in November 2021.
The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by our Board of Directors each quarter after reviewing our financial performance and position. See Note 15 Subsequent Events for more information on future cash dividends.
Warrants
We reserved an aggregate 4,384,182 shares of our common stock for warrants which are exercisable at an initial exercise price of $36 per share for a period of four years beginning on October 27, 2020, the effective date of the joint plan of reorganization for our 2020 restructuring. The Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock dividend and certain other distributions. The warrant holder may elect, in its sole discretion, to pay cash or to exercise on a cashless basis, pursuant to which the holder will not be required to pay cash for shares of common stock upon exercise of the warrant but will instead receive fewer shares. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 10 Equity in our 2021 Annual Report for a description of our warrants and Note 14 Chapter 11 Proceedings for more information on our joint plan of reorganization.
During the three months ended March 31, 2022, we issued an insignificant number of shares of our common stock in exchange for warrants. As of March 31, 2022, we had outstanding warrants exercisable into 4,295,702 shares of our common stock (subject to adjustments pursuant to the terms of the warrants).
Noncontrolling Interests
Our development joint venture with Benefit Street Partners (BSP JV) contemplated that BSP would contribute funds for the development of our oil and natural gas properties in exchange for preferred interests in the BSP JV. In September 2021, BSP's preferred interest was automatically redeemed in full under the terms of the joint venture agreement. Prior to redemption, BSP's preferred interest was reported in equity on our condensed consolidated balance sheets and BSP’s share of net income (loss) was reported in net income attributable to noncontrolling interests in our condensed consolidated statements of operations.
NOTE 14 REVENUE RECOGNITION
We derive most of our revenue from sales of oil, natural gas and NGLs, with the remaining revenue primarily generated from sales of electricity and marketing activities related to storage and managing excess pipeline capacity.
The following table provides disaggregated revenue for sales of produced oil, natural gas and NGLs to customers:
| | | | | | | | | | | | | | | | | |
| | | | | | |
| Three months ended March 31, | | | | | |
| 2022 | | | 2021 | | | | | |
| (in millions) | | | | | |
Oil | $ | 486 | | | | $ | 331 | | | | | | |
Natural gas | 80 | | | | 47 | | | | | | |
NGLs | 62 | | | | 54 | | | | | | |
Oil, natural gas and NGL sales | $ | 628 | | | | $ | 432 | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
NOTE 15 SUBSEQUENT EVENTS
Dividends
On May 4, 2022, our Board of Directors declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable to shareholders of record at the close of business on June 1, 2022 and is expected to be paid on June 16, 2022.
Employee Stock Purchase Plan
On May 4, 2022, our shareholders approved a new California Resources Corporation Employee Stock Purchase Plan (ESPP). The ESPP will provide our employees with the ability to purchase shares of our common stock at a price equal to 85% of the closing price of a share of our common stock as of the first or last day of each fiscal quarter, whichever amount is less. The maximum number of shares of our common stock which may be issued pursuant to the ESPP is subject to certain annual limits and has a cumulative limit of 1,250,000 shares.
Share Repurchase Program
On May 4, 2022, our Board of Directors increased our Share Repurchase Program by $300 million to an aggregate $650 million and extended the term of the program until June 30, 2023.
Debt
On April 29, 2022, we amended our Revolving Credit Facility by entering into that certain Third Amendment to Credit Agreement (the Third Amendment) among California Resources Corporation in its capacity as borrower under Revolving Credit Facility, Citibank, N.A. in its capacity as administrative agent under the Revolving Credit Facility and each of the lenders party to the Third Amendment to, among other things, modify the minimum hedge requirement and the restricted payment and investment covenants contained in the Revolving Credit Facility.
As a result of this amendment, the rolling hedge requirement as described in Part II, Item 8 – Financial Statements and Supplementary Data, Note 4 Debt in our 2021 Annual Report has been modified. As amended, our Revolving Credit Facility requires us to maintain hedges on a minimum amount of crude oil production, determined semi-annually, of no less than (i) in the event that our Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) is greater than 2.0 to 1.0 as of the end of the most recent fiscal quarter test period, 50% of our reasonably anticipated oil production from our proved developed producing reserves for each quarter during the period ending the earlier of (1) the maturity date of the Revolving Credit Facility and (2) 12 months after the delivery of the compliance certificate for the relevant test period and (ii) in the event that our Consolidated Total Net Leverage Ratio is less than or equal to 2.0 to 1.0 but greater than 1.0 to 1.0 as of the end of the most recent fiscal quarter test period, 33% of our reasonably anticipated oil production from our proved developed producing reserves for each quarter during the period ending the earlier of (1) the maturity date of the Revolving Credit Facility and (2) 12 months after the delivery of the compliance certificate for the relevant test period. The foregoing minimum hedge requirements do not apply to the extent that our Consolidated Total Net Leverage Ratio is less than or equal to 1.00 to 1.00 as of the last day of the most recently ended fiscal quarter test period.
Furthermore, the restricted payment and investments covenants were modified to permit unlimited investments and/or restricted payments so long as (i) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing under the Revolving Credit Facility at the time of such investment or restricted payment, (ii) the undrawn availability under the Revolving Credit Facility is not less than 30.0% at such time and (iii) the Consolidated Total Net Leverage Ratio is less than or equal to 1.50 to 1.00.
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
We are an independent oil and natural gas exploration and production company operating properties exclusively within California. We provide ample, affordable and reliable energy in a safe and responsible manner, to support and enhance the quality of life of Californians and the local communities in which we operate. We do this through the development of our broad portfolio of assets while adhering to our commitment to making value-based capital investments. Further, we are committed to energy transition and have some of the lowest carbon intensity production in the United States.
Through our subsidiary, Carbon TerraVault, we are in the early stages of developing several carbon capture and sequestration projects in California. In May 2022, we applied for permits for an additional 80 MMT of carbon storage, which once approved, will increase our total potential permitted storage to 120 MMT. We are targeting to file additional carbon storage permits, bringing our total permitted storage to 200 MMT, before the end of 2022 to be utilized in our carbon capture and sequestration projects. Separately, we are evaluating the feasibility of a carbon capture system to be located at our Elk Hills power plant (CalCapture). We will be conducting a new front-end engineering design (FEED) study to explore the application of proprietary post-combustion capture and compression of up to 95% of the CO2 emissions from the Elk Hills power plant. We are also pursuing multiple solar projects for supplying the grid (front-of-the-meter solar) and powering our operations (behind-the-meter solar).
While all of these projects are in early stages, we expect that the size and scope of our projects providing these and similar services and capital spent on such projects will continue to grow given our strategy of expansion into these services. For more information about the risks involved in our carbon capture projects, see Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Annual Report).
Except when the context otherwise requires or where otherwise indicated, all references to ‘‘CRC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its consolidated subsidiaries.
Dividends
On May 4, 2022, our Board of Directors declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable to shareholders of record at the close of business on June 1, 2022 and is expected to be paid on June 16, 2022. This quarterly dividend is made pursuant to a cash dividend policy previously approved by the Board of Directors, which anticipates a total annual dividend of $0.68, payable in quarterly increments of $0.17 per share of common stock. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by our Board of Directors each quarter after reviewing our financial performance and position. The aggregate payment for this dividend will be approximately $13 million.
Share Repurchase Program
In 2021, our Board of Directors authorized a Share Repurchase Program to acquire up to $350 million of our common stock through December 31, 2022. On May 4, 2022, our Board of Directors increased our Share Repurchase Program by $300 million to an aggregate $650 million and extended the term of the program until June 30, 2023. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend, or discontinue authorization of the program at any time.
For the three months ended March 31, 2022, we repurchased 1,668,456 shares of our common stock at an average price of $42.52 per share for $71 million. For the three months ended March 31, 2021, we did not repurchase any shares of our common stock.
As of March 31, 2022, since inception of our Share Repurchase Program we have repurchased an aggregate 5,758,444 shares of our common stock, at an average price of $37.95 per share for $219 million. The total number of common shares repurchased since inception of the Share Repurchase Program through April 29, 2022 were 6,210,479, at an average share price of $38.40 per share for $239 million. Repurchased shares are held as treasury stock on our condensed consolidated balance sheets.
Employee Stock Purchase Program
On May 4, 2022, our shareholders approved a new California Resources Corporation Employee Stock Purchase Plan (ESPP). The ESPP will provide our employees the ability to purchase shares of our common stock at a price equal to 85% of the closing price of a share of our common stock as of the first or last day of each fiscal quarter, whichever amount is less. The maximum number of shares of our common stock which may be issued pursuant to the ESPP is subject to certain annual limits and has a cumulative limit of 1,250,000 shares.
Divestitures and Acquisitions
See Part I, Item 1 – Financial Statements, Note 7 Divestitures and Acquisitions for information on our transactions during the three months ended March 31, 2022 and 2021.
Business Environment and Industry Outlook
Commodity Prices
Our operating results and those of the oil and gas industry as a whole are heavily influenced by commodity prices. Oil and natural gas prices and differentials may fluctuate significantly as a result of numerous market-related variables. These and other factors make it impossible to predict realized prices reliably. We respond to economic conditions by adjusting the amount and allocation of our capital program while continuing to identify efficiencies and cost savings. Volatility in oil prices may materially affect the quantities of oil and natural gas reserves we can economically produce over the longer term.
In the first quarter of 2022, global oil prices increased as a result of Russia's invasion of Ukraine which caused concerns over supply constraints from boycotts of Russian oil and sanctions imposed on Russia by the United States and other countries.
The following table presents the average daily benchmark prices for oil and natural gas during the three months ended March 31, 2022, December 31, 2021 and March 31, 2021:
| | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | | | |
| March 31, 2022 | | December 31, 2021 | | March 31, 2021 | | |
Brent oil ($/Bbl) | $ | 97.38 | | | $ | 79.80 | | | $ | 61.10 | | | | | |
WTI oil ($/Bbl) | $ | 94.29 | | | $ | 77.19 | | | $ | 57.84 | | | | | |
NYMEX Henry Hub ($/MMBtu) Average Daily Price | $ | 4.19 | | | $ | 5.27 | | | $ | 2.72 | | | | | |
NYMEX Henry Hub ($/MMBtu) Average Monthly Settled Price | $ | 4.95 | | | $ | 5.83 | | | $ | 2.69 | | | | | |
Production
The following table sets forth our average net production of oil, natural gas liquids (NGLs) and natural gas per day in each of the four California oil and natural gas basins in which we operate for the periods presented. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 3 Divestitures and Acquisitions in our 2021 Annual Report for information regarding the divestiture of our Ventura basin operations.
| | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | | | | |
| March 31, 2022 | | December 31, 2021 | | March 31, 2021 | | | | | |
Oil (MBbl/d) | | | | | | | | | | |
San Joaquin Basin | 38 | | | 40 | | | 38 | | | | | | |
Los Angeles Basin | 18 | | | 18 | | | 20 | | | | | | |
Ventura Basin | — | | | 1 | | | 2 | | | | | | |
| | | | | | | | | | |
Total | 56 | | | 59 | | | 60 | | | | | | |
NGLs (MBbl/d) | | | | | | | | | | |
San Joaquin Basin | 9 | | | 12 | | | 12 | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Total | 9 | | | 12 | | | 12 | | | | | | |
Natural gas (MMcf/d) | | | | | | | | | | |
San Joaquin Basin | 121 | | | 131 | | | 135 | | | | | | |
Los Angeles Basin | 1 | | | 1 | | | 1 | | | | | | |
Ventura Basin | — | | | 2 | | | 4 | | | | | | |
Sacramento Basin | 19 | | | 19 | | | 20 | | | | | | |
Total | 141 | | | 153 | | | 160 | | | | | | |
| | | | | | | | | | |
Total Net Production (MBoe/d) | 88 | | | 97 | | | 99 | | | | | | |
Total daily net production for the three months ended March 31, 2022, compared to the three months ended December 31, 2021 decreased by approximately 9 MBoe/d, or 9%. This decrease includes approximately 5 MBoe/d resulting from planned maintenance at one of our cryogenic gas processing facilities during the first quarter of 2022, which reduced natural gas and NGL production. The divestiture of our remaining 50% working interest in certain zones in the Lost Hills field in February 2022 and the divestiture of our Ventura basin operations beginning in the fourth quarter of 2021 reduced our total net production by approximately 3 MBoe/d for the three months ended March 31, 2022 compared to the three months ended December 31, 2021. Our production also decreased as a result of natural decline, which was partially offset by improved operational results from our developmental drilling. Our production-sharing contracts (PSCs), which are described below, had a similar impact on our net oil production in the three months ended March 31, 2022 compared to the three months ended December 31, 2021.
Total daily net production for the three months ended March 31, 2022, compared to the same period in 2021, decreased by approximately 11 MBoe/d, or 11%. This decrease occurred for the reasons stated in the prior paragraph, but were additionally affected by improved operational results from our developmental drilling program and our acquisition of the working interests in certain joint venture wells held by Macquarie Infrastructure and Real Assets Inc. (MIRA) in the third quarter of 2021. Our PSCs, which are described below, negatively impacted our net oil production in the three months ended March 31, 2022 by approximately 1 MBoe/d, compared to the same period in 2021.
Production-Sharing Contracts (PSCs)
Our share of production and reserves from operations in the Wilmington field in the Los Angeles basin is subject to contractual arrangements similar to production-sharing contracts (PSCs) that are in effect through the economic life of the assets. Under such contracts we are obligated to fund all capital and operating costs. We record a share of production and reserves to recover a portion of such capital and operating costs and an additional share for profit. Our portion of the production represents volumes: (i) to recover our partners’ share of capital and operating costs that we incur on their behalf, (ii) for our share of contractually defined base production and (iii) for our share of remaining production thereafter. We generate returns through our defined share of production from (ii) and (iii) above. These contracts do not transfer any right of ownership to us and reserves reported from these arrangements are based on our economic interest as defined in the contracts. Our share of production and reserves from these contracts decreases when product prices rise and increases when prices decline, assuming comparable capital investment and operating costs. However, our net economic benefit is greater when product prices are higher. These contracts represented approximately 16% of our net production for the three months ended March 31, 2022.
In line with industry practice for reporting PSC-type contracts, we report 100% of operating costs under such contracts in our condensed consolidated statements of operations as opposed to reporting only our share of those costs. We report the proceeds from production designed to recover our partners' share of such costs (cost recovery) in our revenues. Our reported production volumes reflect only our share of the total volumes produced, including cost recovery, which is less than the total volumes produced under the PSC-type contracts. This difference in reporting full operating and general and administrative costs but only our net share of production equally inflates our oil, natural gas and NGL sales revenue, general and administrative expenses and operating costs but has no effect on our net results.
The reporting of our PSC-type contracts creates a difference between reported operating costs, which are for the full field, and reported volumes, which are only our net share, inflating the per barrel operating costs. The following table presents operating costs after adjusting for excess costs attributable to PSC-type contracts for the three months ended March 31, 2022, December 31, 2021 and March 31, 2021:
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| Three months ended |
| March 31, 2022 | | December 31, 2021 | | March 31, 2021 |
| (in millions) | | ($ per Boe) | | (in millions) | | ($ per Boe) | | (in millions) | | ($ per Boe) |
Operating costs | $ | 182 | | | $ | 22.87 | | | $ | 182 | | | $ | 20.45 | | | $ | 164 | | | $ | 18.33 | |
Excess costs attributable to PSC-type contracts | (18) | | | $ | (2.30) | | | (19) | | | $ | (2.13) | | | (14) | | | $ | (1.61) | |
Operating costs, excluding effects of PSC-type contracts(a) | $ | 164 | | | $ | 20.57 | | | $ | 163 | | | $ | 18.32 | | | $ | 150 | | | $ | 16.72 | |
(a)Operating costs, excluding effects of PSC-type contracts is a non-GAAP measure. As described above, the reporting of our PSC-type contracts creates a difference between reported operating costs, which are for the full field, and reported volumes, which are only our net share, inflating the per barrel operating costs. These amounts represent our operating costs after adjusting for this difference.
The following table reconciles our average net production to our average gross production (which includes production from fields for which we are the operator) for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | | | | |
| March 31, 2022 | | December 31, 2021 | | March 31, 2021 | | | | | |
| (MBoe/d) | | | | | |
Total Net Production | 88 | | 97 | | 99 | | | | | |
Partners' share under PSC contracts | 7 | | | 7 | | | 6 | | | | | | |
Other working interest and royalty holders' share | 9 | | | 9 | | | 11 | | | | | | |
Other | 1 | | | 1 | | | 1 | | | | | | |
Total Gross Production | 105 | | | 114 | | | 117 | | | | | | |
Prices and Realizations
The following tables set forth the average realized prices and price realizations as a percentage of average Brent, WTI and NYMEX for our products for the three months ended March 31, 2022, December 31, 2021 and March 31, 2021:
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| Three months ended |
| March 31, 2022 | | December 31, 2021 | | March 31, 2021 |
| Price | | Realization | | Price | | Realization | | Price | | Realization |
Oil ($ per Bbl) | | | | | | | | | | | |
Brent | $ | 97.38 | | | | | $ | 79.80 | | | | | $ | 61.10 | | | |
| | | | | | | | | | | |
Realized price without derivative settlements | $ | 96.13 | | | 99% | | $ | 78.99 | | | 99% | | $ | 60.81 | | | 100% |
Effects of derivative settlements | (35.83) | | | | | (17.99) | | | | | (7.08) | | | |
Realized price with derivative settlements | $ | 60.30 |