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December 14, 2022
Cary Baetz
Chief Financial Officer
Berry Corporation (bry)
16000 Dallas Parkway, Suite 500
Dallas, Texas 75248
Re: Berry Corporation
(bry)
Form 10-K for
Fiscal Year Ended December 31, 2021
Response dated
November 18, 2022
File No. 001-38606
Dear Cary Baetz:
We have reviewed your November 18, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
November 4, 2022 letter.
Form 10-K for Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
How We Plan and Evaluate Operations
Operating Expenses, page 70
1. Your response to prior
comment 1 states that the presentation of Operating Expenses was
intended to summarize
the key components of your oil and gas production operations
economics. Please
further explain how the components of Operating Expenses relate to
the production of oil
and gas. For example, tell us how revenue from the sale of excess
electricity from your
cogeneration operations to third parties relates to your production
activities.
In addition, we note
from your response that Operating Expenses is used to
Cary Baetz
Berry Corporation (bry)
December 14, 2022
Page 2
measure controllable net costs separate from your oil and gas revenues
that are solely
market-based. Please clarify this statement as disclosure in your Form
10-K states that the
electrical output of your cogeneration facilities that is not used in
your operations is sold
to the California market based on market pricing.
Non-GAAP Financial Measures, page 91
2. Your response to prior comment 8 states that the adjustment for the
discrete income tax
item in the December 31, 2020 reconciliation of Adjusted Net Income
(Loss) relates to the
valuation allowance recorded that year. Please explain why this
adjustment is appropriate
as it appears to result in an individually tailored recognition
method. For additional
guidance, see Question 100.04 of the Compliance and Disclosure
Interpretations on Non-
GAAP Financial Measures.
3. We note from your response to prior comment 9 that the reconciliation
you propose to
provide will not separately quantify the differences between Basic and
Diluted EPS on
Adjusted Net Income and Basic and Diluted GAAP Net Income (Loss) per
share. Please
further revise your presentation as it does not appear that your
proposed revision
complies with Item 10(e)(1)(i)(B) of Regulation S-K.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 with any questions.
FirstName LastNameCary Baetz Sincerely,
Comapany NameBerry Corporation (bry)
Division of
Corporation Finance
December 14, 2022 Page 2 Office of
Energy & Transportation
FirstName LastName