UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2010
BERRY PETROLEUM COMPANY
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE (State or Other Jurisdiction of |
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1-9735 (Commission File Number) |
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77-0079387 (IRS Employer |
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1999 BROADWAY, SUITE 3700, DENVER, (Address of Principal Executive Offices) |
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80202 (Zip Code) |
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Registrant’s telephone number, including area code: (303) 999-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 28, 2010 Berry Petroleum Company issued a news release announcing its financial and operational results for the second quarter ended June 30, 2010. These results are discussed in the news release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 - News Release by Berry Petroleum Company dated July 28, 2010, titled “Berry Petroleum Announces Results for Second Quarter of 2010” announcing the Registrant’s results for the second quarter ended June 30, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
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BERRY PETROLEUM COMPANY |
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By: |
/s/ Kenneth A. Olson |
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Kenneth A. Olson |
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Corporate Secretary |
Date: July 28, 2010
Exhibit 99.1
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Berry Petroleum Company News |
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Berry Petroleum Announces Results for Second Quarter of 2010
Increases Second Quarter Production 12% to 32,854 BOED
Denver, Colorado. — (BUSINESS WIRE) — July 28, 2010 — Berry Petroleum Company (NYSE:BRY) reported net income of $89 million, or $1.64 per diluted share, for the second quarter of 2010. Oil and gas revenues were $152 million during the quarter. Discretionary cash flow for the quarter totaled $142 million made up of $81 million from operations and a $61 million recovery from our claim in the Flying J bankruptcy.
Items that affected net income for the quarter included the recovery of the Flying J bankruptcy claim, a non-cash gain on hedges, non-cash items related to the Company’s Permian acquisition and dry hole costs. In total, for the second quarter of 2010, these items increased net income by approximately $66 million, or $1.22 per diluted share for an adjusted second quarter net income of $22.9 million, or $0.42 per diluted share.
For the second quarter of 2010 and the first quarter of 2010, average net production in BOE per day was as follows:
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Second Quarter Ended |
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First Quarter Ended |
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2010 Production |
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2010 Production |
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Oil (Bbls) |
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21,869 |
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67 |
% |
20,506 |
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70 |
% |
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Natural Gas (BOE) |
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10,985 |
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33 |
% |
8,885 |
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30 |
% |
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Total BOE per day |
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32,854 |
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100 |
% |
29,391 |
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100 |
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Robert F. Heinemann, president and chief executive officer said, “Performance from Berry’s portfolio of assets was strong in the second quarter. Production for the second quarter of 2010 was 32,854 BOE/D, 67% of which was oil production. While diatomite production declined during the quarter as we awaited new permits and optimized field production, we were able to increase companywide production by 12% during the quarter with meaningful contributions from each of our other operating areas. We are working closely with regulators and expect to resume drilling in the diatomite in the last half of 2010. We are also accelerating our Permian development program based on successful drilling results on our acquired properties and plan to operate a three rig program in the Permian for the last half of 2010. Solid operational performance and a continued focus on managing our operating costs during the second quarter allowed us to generate a corporate margin of approximately $32 per BOE, or $5.33 per Mcfe. We are maintaining our full-year 2010 production guidance of between 32,250 and 33,000 BOE/D. In addition, we settled our claim in the Flying J bankruptcy during the second quarter and received proceeds of $60.5 million on July 23, 2010 which we have used to pay down debt.”
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Contact: Berry Petroleum Company |
Investors and Media |
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1999 Broadway, Suite 3700 |
David Wolf, 1-303-999-4400 |
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Denver, Colorado 80202 |
Shawn Canaday, 1-866-472-8279 |
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Internet: www.bry.com |
SOURCE: Berry Petroleum Company |
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Operational Update
Michael Duginski, executive vice president and chief operating officer, stated, “In the diatomite, average production declined from 3,570 BOED in the first quarter of 2010 to 2,730 BOED in the second quarter of 2010 as we optimized our production facilities and added infrastructure in preparation for the initiation of our 2010 drilling program. Our work in the diatomite during the second quarter should allow us to run multiple rigs and accelerate our diatomite development when new permits are issued. Outside the diatomite, performance from our other California assets was strong with average production increasing 565 BOED, a 4% increase over the first quarter of 2010. Our California assets generated operating margins of over $45 per barrel during the quarter. We executed a one rig program in the Permian during the second quarter and production from the Permian assets averaged 1,033 BOED with well productivity and development costs in line with our expectations. We began drilling with a second rig in the Permian in July 2010 and expect a third rig to commence drilling in August. In the Uinta, we drilled 26 wells during the quarter and production increased 950 BOED from the first quarter of 2010. We have completed a total of four horizontal Haynesville wells during 2010 with per well 30-day initial production rates from our second and third wells of between 9 MMcf/D and 10 MMcf/D.”
2010 Guidance
For 2010 the Company is issuing the following guidance:
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Anticipated Range per BOE in the last half of 2010 ($/BOE) |
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$60 WTI/$4 HH |
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$60 WTI/$5 HH |
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$75 WTI/$6 HH |
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Operating costs-oil and gas production |
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$16.00 - $17.00 |
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$17.00 - $18.00 |
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$18.00 - $19.00 |
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Production taxes |
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1.75 - 2.25 |
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1.75 - 2.25 |
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$2.00 - $2.50 |
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DD&A |
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14.00 - 16.00 |
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G&A |
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4.00 - 4.50 |
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Interest expense |
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5.00 - 6.50 |
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Total |
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$41.75 - $47.25 |
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Explanation and Reconciliation of Non-GAAP Financial Measures
Discretionary Cash Flow
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Three Months Ended |
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06/30/10 |
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3/31/10 |
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Net cash provided by operating activities |
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$ |
71.4 |
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$ |
63.5 |
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Add back: Net increase (decrease) in current assets |
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19.0 |
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14.2 |
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Add back: Net decrease (increase) in current liabilities including book overdraft |
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12.8 |
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(7.3 |
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Add back: Recovery of Flying J bad debt |
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38.5 |
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— |
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Discretionary cash flow |
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$ |
141.7 |
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$ |
70.4 |
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Reconciliation of Second Quarter Net Income
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Three Months Ended |
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06/30/10 |
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Adjusted net income |
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$ |
22.9 |
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After tax adjustments: |
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Flying J bankruptcy recovery |
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37.4 |
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Non-cash hedge gains |
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30.0 |
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Dry hole costs |
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(0.1 |
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Acquisition related items |
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(1.2 |
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Net income, as reported |
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$ |
89.0 |
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Teleconference Call
An earnings conference call will be held Wednesday, July 28, 2010 at 10:00 a.m. Eastern Time (8:00 a.m. Mountain Time). Dial 1-866-770-7125 to participate, using passcode 95298529. International callers may dial 617-213-8066. For a digital replay available until August 4, 2010 dial 1-888-286-8010 (passcode 10400913). Listen live or via replay on the web at www.bry.com.
About Berry Petroleum Company
Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with operations in California, Colorado, Texas and Utah. The Company uses its web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.bry.com/index.php?page=investor.
Safe harbor under the “Private Securities Litigation Reform Act of 1995”
Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as “expect”, “would,” “will,” “target,” “goal,” and forms of those words and others indicate forward-looking statements. Important factors which could affect actual results are discussed in PART 1, Item 1A. Risk Factors of Berry’s 2009 Form 10-K filed with the Securities and Exchange Commission on February 25, 2010 under the heading “Other Factors Affecting the Company’s Business and Financial Results” in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
CONDENSED INCOME STATEMENTS
(In thousands, except per share data)
(unaudited)
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Three Months |
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06/30/10 |
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03/31/10 |
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Revenues |
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Sales of oil and gas |
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$ |
151,525 |
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$ |
147,807 |
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Sales of electricity |
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7,928 |
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9,933 |
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Gas marketing |
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5,004 |
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8,272 |
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Gain on derivatives |
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56,057 |
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1,603 |
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Settlement of Flying J bankruptcy claim |
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21,992 |
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— |
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Interest and other, net |
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1,796 |
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164 |
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Total |
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244,302 |
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167,779 |
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Expenses |
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Operating costs — oil & gas |
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46,452 |
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47,036 |
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Operating costs — electricity |
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7,839 |
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9,670 |
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Production taxes |
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5,064 |
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5,204 |
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Depreciation, depletion & amortization - oil & gas |
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43,703 |
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35,907 |
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Depreciation, depletion & amortization - electricity |
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793 |
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795 |
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Gas marketing |
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4,357 |
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7,786 |
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General and administrative |
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12,155 |
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13,835 |
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Interest |
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16,340 |
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17,447 |
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Transaction costs on acquisitions, net of gain |
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1,908 |
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727 |
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Dry hole, abandonment, impairment & exploration |
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266 |
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1,369 |
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Bad debt recovery |
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(38,508 |
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— |
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Total |
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100,369 |
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139,776 |
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Income before income taxes |
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143,933 |
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28,003 |
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Income tax provision (benefit) |
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54,910 |
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10,334 |
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Income (loss) from continuing operations |
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89,023 |
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17,669 |
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Net income (loss) |
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$ |
89,023 |
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$ |
17,669 |
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Basic net income (loss) per share |
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$ |
1.65 |
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$ |
0.34 |
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Diluted net income (loss) per share |
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$ |
1.64 |
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$ |
0.34 |
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Cash dividends per share |
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$ |
0.075 |
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$ |
0.075 |
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CONDENSED BALANCE SHEETS
(In thousands)
(unaudited)
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06/30/10 |
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12/31/09 |
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Assets |
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Current assets |
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$ |
164,440 |
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$ |
103,476 |
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Property, buildings & equipment, net |
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2,343,568 |
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2,106,385 |
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Fair value of derivatives |
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6,676 |
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735 |
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Other assets |
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26,398 |
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29,539 |
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$ |
2,541,082 |
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$ |
2,240,135 |
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Liabilities & Shareholders’ Equity |
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Current liabilities |
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$ |
153,536 |
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$ |
152,137 |
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Deferred taxes |
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302,065 |
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237,161 |
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Long-term debt |
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947,716 |
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1,008,544 |
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Other long-term liabilities |
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68,022 |
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63,198 |
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Fair value of derivatives |
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29,646 |
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75,836 |
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Shareholders’ equity |
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1,040,097 |
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703,259 |
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$ |
2,541,082 |
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$ |
2,240,135 |
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CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
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Three Months |
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06/30/10 |
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03/31/10 |
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Cash flows from operating activities: |
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Net income |
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$ |
89,023 |
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$ |
17,669 |
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Depreciation, depletion & amortization (DD&A) |
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44,495 |
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36,702 |
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Amortization of debt issuance costs and net discount |
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2,120 |
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2,098 |
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Gain on purchase of oil and natural gas properties |
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1,358 |
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(1,358 |
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Dry hole & impairment |
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221 |
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1,207 |
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Commodity derivatives |
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(48,586 |
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2,476 |
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Stock based compensation |
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1,976 |
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3,031 |
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Deferred income taxes |
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52,594 |
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8,548 |
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Cash paid for abandonment |
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(1,512 |
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(22 |
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Bad debt recovery |
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(38,508 |
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— |
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Net changes in assets and liabilities including book overdraft |
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(31,827 |
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(6,836 |
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Net cash provided by operating activities |
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71,354 |
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63,515 |
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Net cash used in investing activities |
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(111,826 |
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(186,940 |
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Net cash provided by financing activities |
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40,654 |
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118,171 |
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Net increase (decrease) in cash and cash equivalents |
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182 |
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(5,254 |
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Cash and cash equivalents at beginning of year |
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57 |
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5,311 |
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Cash and cash equivalents at end of period |
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$ |
239 |
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$ |
57 |
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COMPARATIVE OPERATING STATISTICS
(unaudited)
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Three Months |
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06/30/10 |
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03/31/10 |
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Change |
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Oil and gas: |
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Heavy Oil Production (Bbl/D) |
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17,492 |
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17,752 |
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Light Oil Production (Bbl/D) |
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4,377 |
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2,754 |
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Total Oil Production (Bbl/D) |
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21,869 |
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20,506 |
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Natural Gas Production (Mcf/D) |
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65,909 |
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53,309 |
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Net production-BOE per day |
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32,854 |
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29,391 |
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12 |
% |
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Per BOE: |
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Average realized sales price |
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$ |
50.81 |
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$ |
55.99 |
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-9 |
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Average sales price including cash derivative |
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$ |
53.11 |
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$ |
57.09 |
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-7 |
% |
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Oil, per Bbl: |
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Average WTI price |
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$ |
78.05 |
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$ |
78.88 |
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-1 |
% |
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Price sensitive royalties |
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(2.90 |
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(3.04 |
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Gravity differential and other |
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(9.71 |
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(8.12 |
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Crude oil derivatives non cash amortization |
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(2.42 |
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(1.72 |
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Oil revenue |
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$ |
63.02 |
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$ |
66.00 |
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-5 |
% |
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Add: Crude oil derivatives non cash amortization |
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2.42 |
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1.72 |
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Crude Oil derivative cash settlements |
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0.01 |
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(0.22 |
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Average realized oil price |
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$ |
65.45 |
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$ |
67.50 |
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-3 |
% |
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Natural gas price: |
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Average Henry Hub price per MMBtu |
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$ |
4.09 |
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$ |
5.30 |
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-23 |
% |
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Conversion to Mcf |
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0.20 |
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0.27 |
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Natural gas derivatives non cash amortization |
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0.12 |
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0.07 |
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Location, quality differentials, other |
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0.02 |
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(0.15 |
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Natural gas revenue per Mcf |
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$ |
4.43 |
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$ |
5.49 |
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-19 |
% |
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Less: Natural gas derivatives non cash amortization |
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(0.12 |
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(0.07 |
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Natural gas derivative cash settlements |
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0.46 |
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0.11 |
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Average realized natural gas price per Mcf |
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$ |
4.77 |
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$ |
5.53 |
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-14 |
% |
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Operating costs |
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$ |
15.54 |
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$ |
17.78 |
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-13 |
% |
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Production taxes |
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1.69 |
|
1.97 |
|
-14 |
% |
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Total operating costs |
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$ |
17.23 |
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$ |
19.75 |
|
-13 |
% |
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DD&A - oil and gas |
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$ |
14.62 |
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$ |
13.57 |
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8 |
% |
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General & administrative expenses |
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$ |
4.07 |
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$ |
5.23 |
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-22 |
% |
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Interest expense |
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$ |
5.47 |
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$ |
6.60 |
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-17 |
% |
###