0001705873-23-000090 | 10-Q | XBRL Viewer

Derivatives

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

We utilize derivatives, such as swaps, puts, calls and collars, to hedge a portion of our forecasted oil and gas production and gas purchases to reduce exposure to fluctuations in oil and natural gas prices, which addresses our market risk. In addition to satisfying the oil hedging requirements of the 2021 RBL Facility, we target covering our operating expenses and a majority of our fixed charges, which includes capital needed to sustain production levels, as well as interest and fixed dividends as applicable, with the oil and gas sales hedges for a period of up to three years out. Additionally, we target fixing the price for a large portion of our natural gas purchases used in our steam operations for up to three years. We have also entered into Utah gas transportation contracts to help reduce the price fluctuation exposure, however these do not qualify as hedges. We also, from time to time, have entered into agreements to purchase a portion of the natural gas we require for our operations, which we do not record at fair value as derivatives because they qualify for normal purchases and normal sales exclusions. We had no such transactions in the periods presented.

For fixed-price oil and gas sales swaps, we are the seller, so we make settlement payments for prices above the indicated weighted-average price per bbl and per mmbtu, respectively, and receive settlement payments for prices below the indicated weighted-average price per bbl and per mmbtu, respectively.

For our sold call options, we would make settlement payments for prices above the indicated weighted-average price per barrel, net of any deferred premium. No payment would be made or received for prices below the indicated weighted-average price per barrel, other than any applicable deferred premium.

For our purchased puts, we would receive settlement payments for prices below the indicated weighted-average price per barrel, net of any deferred premium. No payment would be made or received for prices above the indicated weighted-average price per barrel, other than any applicable deferred premium.

For our sold puts, we would make settlement payments for prices below the indicated weighted-average price per barrel, net of any deferred premium. No payment would be made or received for prices above the indicated weighted-average price per barrel, other than any applicable deferred premium.

For natural gas basis swaps, we make settlement payments if the difference between NWPL and Henry Hub is below the indicated weighted-average price of our contracts and receive settlement payments if the difference between NWPL and Henry Hub is above the indicated weighted-average price.

For some of our options we paid or received a premium at the time the positions were created and for others, the premium payment or receipt is deferred until the time of settlement. As of September 30, 2023, we have net payable deferred premiums of approximately $2 million, which is reflected in the mark-to-market valuation and will be payable through December 31, 2024.

We use oil and gas production hedges to protect our sales against decreases in oil and gas prices. We also use natural gas purchase hedges to protect our natural gas purchases against increases in prices. We do not enter into derivative contracts for speculative trading purposes and have not accounted for our derivatives as cash-flow or fair-value hedges. The changes in fair value of these instruments are recorded in current earnings. Gains (losses) on oil and gas sales hedges are classified in the revenues and other section of the statement of operations, while natural gas purchase hedges are included in expenses and other section of the statement of operations.

As of September 30, 2023, we had the following crude oil production and gas purchases hedges.


	Q4 2023		FY 2024		FY 2025		FY 2026
Brent - Crude Oil production
Swaps
Hedged volume (bbls)	1,407,600		5,426,817		1,847,125		645,768
Weighted-average price ($/bbl)	$	77.61	$	77.82	$	75.21	$	69.43

Sold Calls(1)
Hedged volume (bbls)	368,000		732,000		2,486,127		1,251,500
Weighted-average price ($/bbl)	$	106.00	$	105.00	$	91.11	$	85.53
Purchased Puts (net)(2)
Hedged volume (bbls)	552,000		1,281,000		365,000		—
Weighted-average price ($/bbl)	$	50.00	$	50.00	$	50.00	$	—

Purchased Puts (net)(2)
Hedged volume (bbls)	—		—		2,121,127		1,251,500
Weighted-average price ($/bbl)	$	—	$	—	$	60.00	$	60.00
Sold Puts (net)(2)
Hedged volume (bbls)	154,116		183,000		—		—
Weighted-average price ($/bbl)	$	40.00	$	40.00	$	—	$	—




Henry Hub - Natural Gas purchases






NWPL - Natural Gas purchases
Swaps
Hedged volume (mmbtu)	3,680,000		10,980,000		6,080,000		—
Weighted-average price ($/mmbtu)	$	5.34	$	4.21	$	4.27	$	—
Gas Basis Differentials
NWPL/HH - basis swaps
Hedged volume (mmbtu)	610,000		—		—		—
Weighted-average price ($/mmbtu)	$	1.12	$	—	$	—	$	—

__________

(1) Purchased calls and sold calls with the same strike price have been presented on a net basis.

(2) Purchased puts and sold puts with the same strike price have been presented on a net basis.

Our commodity derivatives are measured at fair value using industry-standard models with various inputs including publicly available underlying commodity prices and forward curves, and all are classified as Level 2 in the required fair value hierarchy for the periods presented. These commodity derivatives are subject to counterparty netting. The following tables present the fair values (gross and net) of our outstanding derivatives as of September 30, 2023 and December 31, 2022:


	September 30, 2023
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value		Gross Amounts Offset in the Balance Sheet		Net Fair Value Presented in the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	12,494	$	(12,494)	$	—
Commodity Contracts	Non-current assets	25,339		(25,339)		—
Liabilities:
Commodity Contracts	Current liabilities	(58,656)		12,494		(46,162)
Commodity Contracts	Non-current liabilities	(51,304)		25,339		(25,965)
Total derivatives		$	(72,127)	$	—	$	(72,127)


	December 31, 2022
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value		Gross Amounts Offset in the Balance Sheet		Net Fair Value Presented in the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	66,974	$	(30,607)	$	36,367
Commodity Contracts	Non-current assets	39,886		(39,810)		76
Liabilities:
Commodity Contracts	Current liabilities	(61,713)		30,607		(31,106)
Commodity Contracts	Non-current liabilities	(53,452)		39,810		(13,642)
Total derivatives		$	(8,305)	$	—	$	(8,305)

By using derivative instruments to economically hedge exposure to changes in commodity prices, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk. We do not receive collateral from our counterparties.

We minimize the credit risk in derivative instruments by limiting our exposure to any single counterparty. In addition, our 2021 RBL Facility prevents us from entering into hedging arrangements that are secured, except with our lenders and their affiliates that have margin call requirements, that otherwise require us to provide collateral or with a non-lender counterparty that does not have an A or A2 credit rating or better from Standard & Poor’s or Moody’s, respectively. In accordance with our standard practice, our commodity derivatives are subject to counterparty netting under agreements governing such derivatives which partially mitigates the counterparty nonperformance risk.

Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 222,084	$ 262,167	$ 647,045	$ 811,895
Net (loss) income before income taxes	(60,405)	202,544	(32,791)	187,882
Adjusted EBITDA	69,829	96,981	198,221	302,440
Capital expenditures	13,596	40,817	56,124	102,523
Total assets	1,613,925	1,524,352	1,613,925	1,524,352	$ 1,631,030
Corporate/Eliminations
Segment Reporting Information [Line Items]
Revenues	(1,748)	(833)	(5,113)	(833)
Net (loss) income before income taxes	(28,215)	(26,718)	(93,733)	(78,998)
Adjusted EBITDA	(16,516)	(13,508)	(55,322)	(40,139)
Capital expenditures	659	779	1,974	2,220
Total assets	(62,219)	(57,479)	(62,219)	(57,479)
E&P \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	176,573	213,573	509,237	677,287
Net (loss) income before income taxes	(35,485)	224,094	50,697	258,689
Adjusted EBITDA	79,491	102,763	233,562	325,354
Capital expenditures	10,833	38,312	49,730	96,883
Total assets	1,604,253	1,502,135	1,604,253	1,502,135
Well Servicing and Abandonment \| Operating Segments
Segment Reporting Information [Line Items]
Revenues	47,259	49,427	142,921	135,441
Net (loss) income before income taxes	3,295	5,168	10,245	8,191
Adjusted EBITDA	6,854	7,726	19,981	17,225
Capital expenditures	2,104	1,726	4,420	3,420
Total assets	$ 71,891	$ 79,696	$ 71,891	$ 79,696

Supplemental Disclosures to the Financial Statements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating lease right-of-use assets	$ 8,000		$ 8,000		$ 6,000
Deferred financing costs, net of amortization	3,000		3,000		4,000
Deferred acquisition payable	18,499		18,499		0
Asset retirement obligation, increase			1,000
Asset retirement obligations	159,764		159,764		158,491
Asset retirement obligation, accretion expense			9,000
Asset retirement obligation, liabilities settled			15,000
Greenhouse gas liability, noncurrent	40,000		40,000		23,000
Long-term lease obligations	6,000		6,000		$ 5,000
Other operating income (expense) (less than $1 million in three months ended September 30, 2022)	505	$ (623)	1,824	$ (4,745)
Supplemental royalty audit charges				2,000
Macpherson Energy Corporation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Deferred acquisition payable	$ 20,000		20,000
Asset retirement obligation, increase			$ 7,000
Piceance Basin
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on divestiture				$ 2,000

Equity	9 Months Ended
Equity	Sep. 30, 2023
Equity [Abstract]
Equity	Equity Cash Dividends In February 2023, the Board of Directors declared regular fixed cash dividends of $0.06 per share, as well as variable cash dividends of $0.44 per share which was based on the results of the fourth quarter of 2022, for a total of $0.50 per share, which was paid in March 2023. In April 2023, the Board of Directors declared a $0.12 per share regular fixed cash dividend based on the results of the first quarter of 2023, which was paid in May 2023. In July 2023, the Board of Directors declared a $0.12 per share regular fixed cash dividend, as well as a variable dividend of $0.02 based on the results for the six months ended June 30, 2023, which was paid in August 2023. In October 2023, the Board of Directors approved a $0.12 per share regular fixed cash dividend, as well as a variable dividend of $0.09 based on the results of the third quarter of 2023, each of which is expected to be paid in November 2023. The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company’s future earnings, financial condition, capital requirements, and other factors. Stock Repurchase Program The Company did not repurchase any shares during the three months ended September 30, 2023. For the nine months ended September 30, 2023, we repurchased 1.4 million shares (all in the second quarter) for approximately $10 million. As of September 30, 2023, the Company had repurchased a total of 11,949,247 shares under the stock repurchase program for approximately $114 million in aggregate. As previously disclosed, the Company implemented a shareholder return model in early 2022, for which the Company intends to allocate a portion of Adjusted Free Cash Flow to opportunistic share repurchases. In February 2023, the Board of Directors approved an increase of $102 million to the Company’s stock repurchase authorization bringing the Company’s remaining share authority to $200 million. As of September 30, 2023, the Company’s remaining total share repurchase authority is $190 million. The Board’s authorization permits the Company to make purchases of its common stock from time to time in the open market and in privately negotiated transactions, subject to market conditions and other factors, up to the aggregate amount authorized by the Board. The Board’s authorization has no expiration date. Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means, as determined in the Company’s sole discretion. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors. Purchases may be commenced or suspended at any time without notice and do not obligate the company to purchase shares during any period or at all. Any shares repurchased are reflected as treasury stock and any shares acquired will be available for general corporate purposes. Stock-Based Compensation In February 2023, the Company granted awards of approximately 1,031,000 shares of restricted stock units (“RSUs”), which will vest annually in equal amounts over three years and a target number of approximately 437,000 shares of performance-based restricted stock units (“PSUs”), which will cliff vest, if at all, at the end of a three year performance period. The fair value of these awards was approximately $14 million. The RSUs awarded in February 2023 are solely time-based awards. Of the PSUs awarded to certain Berry employees (excluding CJWS employee awards) in February 2023, (a) 50% of such will vest, if at all, based on a total stockholder return (“TSR”) performance metric (the “TSR PSUs”), which is defined as the capital gains per share of stock plus dividends paid assuming reinvestment, with TSR measured on an absolute basis and (b) 50% of such awards will vest, if at all, based on the consolidated Company’s average cash returned on invested capital (“CROIC PSUs”) over the performance period. The PSUs awarded to certain CJWS employees in February 2023 will vest, if at all, based on the CJWS average cash returned on invested capital (“ROIC PSUs”) over the performance period. Depending on the results achieved during the three-year performance period, the actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target TSR, CROIC and ROIC PSUs granted. The fair value of the RSUs, CROIC PSUs and ROIC PSUs was determined using the grant date stock price. The fair value of the TSR PSUs was determined using a Monte Carlo simulation analysis to estimate the total shareholder return ranking of the Company, including a comparison against the peer group over the performance periods. The expected volatility of the Company’s common stock at the date of grant was estimated based on average volatility rates for the Company and selected guideline public companies. The dividend yield assumption was based on the then current annualized declared dividend. The risk-free interest rate assumption was based on observed interest rates consistent with the three-year performance measurement period.

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

The following table summarizes our outstanding debt:


	September 30, 2023		December 31, 2022		Interest Rate	Maturity	Security
	(in thousands)
2021 RBL Facility	$	57,000	$	—	variable rates 10.75% (2023) and 9.50% (2022)	August 26, 2025	Mortgage on 90% of Present Value of proven oil and gas reserves and lien on certain other assets
2022 ABL Facility	—		—		variable rates 9.75% (2023) and 8.3% (2022)	June 5, 2025	CJWS property and certain other assets

2026 Notes	400,000		400,000		7.0%	February 15, 2026	Unsecured
Long-Term Debt - Principal Amount	457,000		400,000
Less: Debt Issuance Costs	(3,333)		(4,265)
Long-Term Debt, net	$	453,667	$	395,735

Deferred Financing Costs

We incurred legal and bank fees related to the issuance of debt. At September 30, 2023 and December 31, 2022, debt issuance costs reported in “other noncurrent assets” on the balance sheet were approximately (i) $3 million and $4 million, respectively, net of amortization, for the Credit Agreement, dated as of August 26, 2021, among Berry Corp, as a guarantor, Berry LLC, as the borrower, JPMorgan Chase Bank, N.A., as the administrative agent and the other parties thereto (as amended, restated, modified or otherwise supplemented from time to time, the “2021 RBL Facility”) and (ii) an immaterial amount, net of amortization, for the Revolving Loan and Security Agreement, dated as of August 9, 2022, among C&J and C&J Management, as borrowers, and Tri Counties Bank, as lender (as amended, restated, supplemented or otherwise modified from time to time, the “2022 ABL Facility”). At September 30, 2023 and December 31, 2022, debt issuance costs, net of amortization, for the unsecured notes due February 2026 (the “2026 Notes”) reported in “Long-Term Debt, net” on the balance sheet was approximately $3 million and $4 million, respectively.

For each of the three month periods ended September 30, 2023 and 2022, the amortization expense for the 2021 RBL Facility, the 2022 ABL Facility and the 2026 Notes, combined, was approximately $1 million. For each of the nine month periods ended September 30, 2023 and 2022, the amortization expense for the 2021 RBL Facility, the 2022 ABL Facility and the 2026 Notes, combined, was approximately $2 million. The amortization of debt issuance costs is presented in “interest expense” on the condensed consolidated statements of operations.

Fair Value

Our debt is recorded at the carrying amount on the balance sheets. The carrying amounts of the 2021 RBL Facility and the 2022 ABL Facility approximate fair value because the interest rates are variable and reflect market rates. The 2021 RBL Facility and 2022 ABL Facility are Level 2 in the fair value hierarchy. The fair value of the 2026 Notes was approximately $384 million and $369 million at September 30, 2023 and December 31, 2022, respectively. The 2026 Notes are Level 1 in the fair value hierarchy.

2021 RBL Facility

The borrowing base under the 2021 RBL Facility is redetermined semi-annually, and the borrowing base redeterminations generally become effective each May and November, although the borrower and the lenders may each make one interim redetermination between scheduled redeterminations. On May 10, 2023, Berry Corp, as a guarantor, and Berry LLC, as borrower, entered into the Fourth Amendment to Credit Agreement (the “Amendment”) pursuant to which, among other things, the requisite lenders under the 2021 RBL Facility agreed to (i) maintain the aggregate elected commitment amounts at $200 million, (ii) decrease the borrowing base from $250 million to $200 million, which constituted a redetermination of the borrowing base that was scheduled to occur on or about May 1, 2023 pursuant to the terms of the Credit Facility, (iii) decrease the maximum consolidated leverage ratio by 0.25x to 2.75x for fiscal quarters ending June 30, 2023 and thereafter and (iv) amend the minimum hedging covenant to specify the floor price set forth in the Amendment but without any modification to the minimum volumes required to be hedged.

As of September 30, 2023, the 2021 RBL Facility had a $500 million revolving commitment and the aforementioned $200 million borrowing base and aggregate elected commitment and a $20 million sublimit for the issuance of letters of credit (with borrowing availability being reduced by the face amount of any letters of credit issued under the subfacility). Availability under the 2021 RBL Facility may not exceed the lesser of the aggregate elected commitments or the borrowing base less outstanding advances and letters of credit. The 2021 RBL Facility matures on August 26, 2025, unless terminated earlier in accordance with the 2021 RBL Facility terms. The 2021 RBL Facility is available to us for general corporate purposes, including working capital.

The outstanding borrowings under the 2021 RBL Facility bear interest at a rate equal to, at our option, either (a) a customary base rate plus an applicable margin ranging from 2.0% to 3.0% or (b) a term SOFR reference rate, plus an applicable margin ranging from 3.0% to 4.0%, in each case determined based on the utilization level under the 2021 RBL Facility. Interest rate on base borrowings is payable quarterly in arrears and is computed on the basis of a year of 365/366 days, and interest on term SOFR borrowings accrues in respect of interest periods of one, three or six months, at the election of the borrower, and is computed on the basis of a year of 360 days and is payable on the last day of such interest period (or, for interest periods of six months, three months after the commencement of such interest period and at the end of such interest period). Unused commitment fees are charged at a rate of 0.50%.

The 2021 RBL Facility requires us to maintain on a consolidated basis as of each quarter-end (i) a leverage ratio of not more than 2.75 to 1.0 and (ii) a current ratio of not less than 1.0 to 1.0. As of September 30, 2023, we were in compliance with all of the debt covenants.

The 2021 RBL Facility also contains other customary affirmative and negative covenants, as well as events of default and remedies. If we do not comply with the financial and other covenants in the 2021 RBL Facility, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the 2021 RBL Facility and terminate the commitments thereunder.

As of September 30, 2023, we had $57 million borrowings outstanding, $10 million in letters of credit outstanding and approximately $133 million of available borrowing capacity under the 2021 RBL Facility. As of October 31, 2023, we reduced the borrowings to $49 million.

2022 ABL Facility

Subject to satisfaction of customary conditions precedent to borrowing, as of September 30, 2023, C&J and C&J Management could borrow up to the lesser of (x) $15 million and (y) the borrowing base under the 2022 ABL Facility, with a letter of credit subfacility for the issuance of letters of credit in an aggregate amount not to exceed $7.5 million (with borrowing availability being reduced by the face amount of any letters of credit issued under the subfacility). The “borrowing base” is an amount equal to 80% of the balance due on eligible accounts receivable, subject to reserves that the lender may implement in its reasonable discretion. As of September 30, 2023, the borrowing base was $15 million. Interest on the outstanding principal amount of the revolving loans under the 2022 ABL Facility accrues at a per annum rate equal to 1.25% in excess of The Wall Street Journal Prime Rate. The “Wall Street Journal Prime Rate” is the variable rate of interest, on a per annum basis, which is announced and/or

published in the “Money Rates” section of The Wall Street Journal from time to time as its “Prime Rate”. The rate will be redetermined whenever The Wall Street Journal Prime Rate changes. Interest is due quarterly, in arrears. The 2022 ABL Facility matures on June 5, 2025, unless terminated in accordance with the 2022 ABL Facility terms.

The 2022 ABL Facility requires CJWS to comply with the following financial covenants (i) maintain on a consolidated basis a ratio of total liabilities to tangible net worth of no greater than 1.5 to 1.0 at any time; (ii) reduce the amount of revolving advances outstanding under the 2022 ABL Facility to not more than 90% of the lesser of (a) the maximum revolving advance amount or (b) the borrowing base, as of the lender’s close of business on the last day of each fiscal quarter; and (iii) maintain net income before taxes of not less than $1.00 as of each fiscal year end. As of September 30, 2023, CJWS was in compliance with all of the debt covenants.

The 2022 ABL Facility also contains other customary affirmative and negative covenants, as well as events of default and remedies. If CJWS does not comply with the financial and other covenants in the 2022 ABL Facility, the lender may, subject to customary cure rights, require immediate payment of all amounts outstanding under the 2022 ABL Facility and terminate the commitment thereunder. CJWS’s obligations under the 2022 ABL Facility are not guaranteed by Berry Corp. or Berry LLC and Berry Corp. and Berry LLC do not and are not required to provide any credit support for such obligations.

In March 2023, we entered into the Amendment to Revolving Loan and Security Agreement (the “First Amendment”). The First Amendment, in addition to other changes described therein, amended the 2022 ABL Facility to substitute certain collateral.

As of September 30, 2023, CJWS had no borrowings and $2 million letters of credit outstanding with $13 million of available borrowing capacity under the 2022 ABL Facility.

Senior Unsecured Notes

In February 2018, Berry LLC completed a private issuance of $400 million in aggregate principal amount of 7.0% senior unsecured notes due February 2026, which resulted in net proceeds to us of approximately $391 million after deducting expenses and the initial purchasers’ discount.

The 2026 Notes are Berry LLC’s senior unsecured obligations and rank equally in right of payment with all of our other senior indebtedness and senior to any of our subordinated indebtedness. The 2026 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Berry Corp.

The indenture governing the 2026 Notes contains customary covenants and events of default (in some cases, subject to grace periods). We were in compliance with all covenants under the 2026 Notes as of September 30, 2023.

Debt Repurchase Program

In February 2020, the board of directors (the “Board of Directors” or the “Board”) adopted a program to spend up to $75 million for the opportunistic repurchase of our 2026 Notes. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and do not obligate Berry Corp. to purchase the 2026 Notes during any period or at all. We have not yet repurchased any notes under this program.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Supplemental Disclosures to the Financial Statements - Supplemental Disclosures to the Statements of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Supplemental Disclosures of Significant Non-Cash Investing Activities:
Deferred consideration payable for acquisition	$ 18,499	$ 0
Material inventory transfers to oil and natural gas properties	1,300	1,494
Supplemental Disclosures of Cash Payments (Receipts):
Interest, net of amounts capitalized	30,457	29,481
Income taxes payments	$ 2,757	$ 2,805

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	1 Months Ended	3 Months Ended
	Feb. 28, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Dividends declared on common stock (in dollars per share)	$ 0.50	$ 0.14	$ 0.12	$ 0.50	$ 0.62	$ 0.19	$ 0.06

Lawsuits, Claims, Commitments and Contingencies	9 Months Ended
Lawsuits, Claims, Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Lawsuits, Claims, Commitments and Contingencies	Lawsuits, Claims, Commitments and Contingencies In the normal course of business, we, or our subsidiaries, are the subject of, or party to, pending or threatened legal proceedings, contingencies and commitments involving a variety of matters that seek, or may seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, fines and penalties, remediation costs, or injunctive or declaratory relief. We accrue for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. We have not recorded any reserve balances at September 30, 2023 and December 31, 2022. 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 accruals on our balance sheet would not be material to our consolidated financial position or results of operations. We, or our subsidiaries, or both, have indemnified various parties against specific liabilities those parties might incur in the future in connection with transactions that they have entered into with us. As of September 30, 2023, we are not aware of material indemnity claims pending or threatened against us. Securities Litigation Matters On November 20, 2020, Luis Torres, individually and on behalf of a putative class, filed a securities class action lawsuit (the “Securities Class Action”) in the United States District Court for the Northern District of Texas against Berry Corp. and certain of its current and former directors and officers (collectively, the “Defendants”). The complaint asserts violations of Sections 11 and 15 of the Securities Act of 1933 (as amended, the “Securities Act”), and Sections 10(b) and 20(a) of the Exchange Act of 1934 (as amended, the “Exchange Act”), on behalf of a putative class of all persons who purchased or otherwise acquired (i) common stock pursuant and/or traceable to the Company’s 2018 IPO; or (ii) Berry Corp.’s securities between July 26, 2018 and November 3, 2020 (the “Class Period”). In particular, the complaint alleges that the Defendants made false and misleading statements during the Class Period and in the offering materials for the IPO, concerning the Company’s business, operational efficiency and stability, and compliance policies, that artificially inflated the Company’s stock price, resulting in injury to the purported class members when the value of Berry Corp.’s common stock declined following release of its financial results for the third quarter of 2020 on November 3, 2020. On November 1, 2021, the court-appointed co-lead plaintiffs filed an amended complaint asserting claims on behalf of the same putative class under Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, alleging, among other things, that the Company and the individual Defendants made false and misleading statements between July 26, 2018 and November 3, 2020 regarding the Company’s permits and permitting processes. The amended complaint does not quantify the alleged losses but seeks to recover all damages sustained by the putative class as a result of these alleged securities violations, as well as attorneys’ fees and costs. The Defendants filed a motion to dismiss on January 24, 2022 and on September 13, 2022, the court issued an order denying that motion, and the case moved into discovery. On February 13, 2023, the plaintiffs filed a motion for class certification, and on April 14, 2023, the defendants filed their opposition; the plaintiffs filed their reply on May 26, 2023, and a hearing on the motion for class certification was set for August 23, 2023. On July 31, 2023, the parties executed a Memorandum of Understanding memorializing an agreement-in-principle to settle all claims in the Securities Class Action for an aggregate sum of $2.5 million. On September 18, 2023, the plaintiffs and Defendants executed a Stipulation and Agreement of Settlement, and the plaintiffs filed a motion seeking preliminary approval of the settlement. On October 18, 2023, the Court granted that motion, issuing a preliminary approval order and scheduling a final settlement approval hearing for February 6, 2024. The parties will now move forward with the notice and approval process, which is expected to include, among other things, the February 6, 2024 final approval hearing, an opt-out process, and opportunities for class members to object to the settlement. The Defendants continue to maintain that the claims are without merit and admit no liability in connection with the settlement. On October 20, 2022, a shareholder derivative lawsuit (the “Assad Lawsuit”) was filed in the United States District Court for the Northern District of Texas by putative stockholder George Assad, allegedly on behalf of the Company, that piggy-backs on the Securities Class Action and which is currently pending before the same court. The derivative complaint names certain current and former officers and directors as defendants, and generally alleges that they breached their fiduciary duties by causing or failing to prevent the securities violations alleged in the securities class action. The derivative complaint also alleges claims for unjust enrichment as against all defendants, and claims for contribution and indemnification under Sections 10(b) and 21D of the Exchange Act. On January 27, 2023, the court granted the parties’ joint stipulated request to stay the Assad Lawsuit pending resolution of the Securities Class Action. On January 20, 2023, a second shareholder derivative lawsuit (the “Karp Lawsuit,” together with the Assad Lawsuit, the “Shareholder Derivative Actions”) was filed, this time in the United States District Court for the District of Delaware, by putative stockholder Molly Karp, allegedly on behalf of the Company, again piggy-backing on the Securities Class Action. This complaint, similar to the Assad Lawsuit, is brought against certain current and former officers and directors of the Company, asserting breach of fiduciary duty, aiding and abetting, and contribution claims based on the defendants allegedly having caused or failed to prevent the securities violations alleged in the securities class action. In addition, the complaint asserts a claim under Section 14(a) of the Exchange Act, alleging that Berry’s 2022 proxy statement was false and misleading in that it suggested the Company’s internal controls were sufficient and the Board of Directors was adequately overseeing material risks facing the Company when, according to the derivative plaintiff, that was not the case. On February 13, 2023, the court granted the parties’ joint stipulated request to stay the Karp Lawsuit pending resolution of a motion for summary judgment by the defendants in the Securities Class Action. The proposed settlement of the Securities Class Action does not relate to the Shareholder Derivative Actions. The defendants continue to believe the claims in the Shareholder Derivative Actions are without merit and intend to defend vigorously against them, but there can be no assurances as to the outcome. At this time, we are unable to estimate the probability or the amount of liability, if any, related to these matters. In addition, on or around April 17, 2023, the Company received a stockholder litigation demand that the Board of Directors investigate and commence legal proceedings against certain current and former officers and directors based ostensibly on the same claims asserted in the Shareholder Derivative Actions. The Board of Directors appointed a Demand Review Committee for the purpose of reviewing the demand.

Supplemental Disclosures to the Financial Statements

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Disclosures to the Financial Statements

Other current assets reported on the condensed consolidated balance sheets included the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid expenses	$	9,970	$	12,330
Materials and supplies	16,591		8,976

Deposits	7,087		7,266

Oil inventories	3,824		4,036
Other	225		1,117
Total other current assets	$	37,697	$	33,725

Other non-current assets at September 30, 2023 included approximately $8 million of operating lease right-of-use assets, net of amortization and $3 million of deferred financing costs, net of amortization. At December 31, 2022, other non-current assets included approximately $6 million of operating lease right-of-use assets, net of amortization and $4 million of deferred financing costs, net of amortization.

Accounts payable and accrued expenses on the condensed consolidated balance sheets included the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Accounts payable-trade	$	43,027	$	40,286
Deferred acquisition payable(1)	18,499		—
Accrued expenses	48,852		85,360
Royalties payable	24,047		38,264

Taxes other than income tax liability	11,555		6,640
Accrued interest	5,070		10,885

Asset retirement obligations - current portion	20,000		20,000
Operating lease liability	2,850		1,666

Total accounts payable and accrued expenses	$	173,900	$	203,101

__________

(1) Relates to the remaining payable of $20 million, on a discounted basis, for the Macpherson Acquisition due in July 2024.

The increase of approximately $1 million in the long-term portion of the asset retirement obligations from $158 million at December 31, 2022 to $160 million at September 30, 2023 was due to $9 million of accretion and a $7 million increase of asset retirement obligations for Macpherson Energy, largely offset by $15 million of liabilities settled during the period.

Other noncurrent liabilities at September 30, 2023 included approximately $40 million of greenhouse gas liability, which is due in the fourth quarter of 2024, and $6 million of operating lease noncurrent liability. At December 31, 2022, other non-current liabilities included approximately $23 million non-current greenhouse gas liability, which is due in the fourth quarter of 2024, and $5 million of non-current operating lease liability.

Supplemental Information on the Statement of Operations

For the nine months ended September 30, 2023, other operating income was $2 million and mainly consisted of net property tax refunds from prior periods and a net gain on equipment sales. For the nine months ended September 30, 2022, other operating expenses were $5 million and mainly consisted of over $2 million in royalty audit charges incurred prior to our emergence and restructuring in 2017, and approximately $2 million loss on the divestiture of the Piceance properties.

Supplemental Cash Flow Information

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below:




	Nine Months Ended September 30,
	2023		2022
	(in thousands)


Supplemental Disclosures of Significant Non-Cash Investing Activities:
Deferred consideration payable for acquisition	$	18,499	$	—
Material inventory transfers to oil and natural gas properties	$	1,300	$	1,494
Supplemental Disclosures of Cash Payments (Receipts):
Interest, net of amounts capitalized	$	30,457	$	29,481
Income taxes payments	$	2,757	$	2,805

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 866	$ 866
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	87,670,587	86,350,771
Common stock, shares outstanding (in shares)	75,666,776	75,767,503
Treasury stock, at cost (in shares)	12,003,811	10,583,268

Debt - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
Debt - Narrative (Details) - USD ($)	Aug. 26, 2021	Feb. 28, 2018	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 31, 2023	Jun. 30, 2023	May 31, 2023	May 10, 2023	Dec. 31, 2022	Feb. 29, 2020
Debt Instrument [Line Items]
Debt issuance costs			$ 3,333,000		$ 3,333,000						$ 4,265,000
Amortization of debt issuance costs					1,952,000	$ 1,531,000
Interest period one	1 month
Interest period two	3 months
Interest period three	6 months
Bond repurchase program, authorized amount												$ 75,000,000
Bond repurchase program, repurchased amount												$ 0
Interest Expense
Debt Instrument [Line Items]
Amortization of debt issuance costs			1,000,000	$ 1,000,000	2,000,000	$ 2,000,000
RBL Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt issuance costs, line of credit arrangements			3,000,000		3,000,000						4,000,000
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Elected commitments										$ 200,000,000
Borrowing base elected									$ 200,000,000		250,000,000
Leverage ratio, minimum								25.00%
Leverage ratio, maximum								275.00%
Maximum borrowing capacity			$ 500,000,000		$ 500,000,000
Unused availability fee	0.50%
Leverage ratio (no more than)			2.75		2.75
Current ratio (at least)			1.0		1.0
Borrowings outstanding			$ 57,000,000		$ 57,000,000
Letters of credit outstanding			10,000,000		10,000,000
Available borrowing capacity			133,000,000		133,000,000
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Borrowings outstanding							$ 49,000,000
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility \| Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility \| Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
2021 RBL Facility \| Line of Credit \| Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	4.00%
2021 RBL Facility \| Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			20,000,000		20,000,000
2026 Notes \| Unsecured Debt
Debt Instrument [Line Items]
Fair value of debt			$ 384,000,000		$ 384,000,000						$ 369,000,000
Principal amount of debt issued		$ 400,000,000
Interest rate		7.00%	7.00%		7.00%
Proceeds from issuance of debt		$ 391,000,000
2022 ABL Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing base elected			$ 15,000,000		$ 15,000,000
Maximum borrowing capacity			15,000,000		15,000,000
Borrowings outstanding			0		0
Letters of credit outstanding			2,000,000		2,000,000
Available borrowing capacity			$ 13,000,000		$ 13,000,000
Line of credit facility, borrowing capacity, percentage			0.80		0.80
Ratio of total liabilities			1.5		1.5
Percentage of revolving advances outstanding					0.90
Minimum net income before taxes					$ 1.00
2022 ABL Facility \| Line of Credit \| Revolving Credit Facility \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate					1.25%
2022 ABL Facility \| Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 7,500,000		$ 7,500,000

Derivatives - Fair Values (Gross and Net) of Outstanding Derivatives (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Total derivatives	$ (72,127)	$ (8,305)
Commodity Contracts \| Current assets
Assets:
Gross Amounts Recognized at Fair Value	12,494	66,974
Gross Amounts Offset in the Balance Sheet	(12,494)	(30,607)
Net Fair Value Presented in the Balance Sheet	0	36,367
Commodity Contracts \| Non-current assets
Assets:
Gross Amounts Recognized at Fair Value	25,339	39,886
Gross Amounts Offset in the Balance Sheet	(25,339)	(39,810)
Net Fair Value Presented in the Balance Sheet	0	76
Commodity Contracts \| Current liabilities
Liabilities:
Gross Amounts Recognized at Fair Value	(58,656)	(61,713)
Gross Amounts Offset in the Balance Sheet	12,494	30,607
Net Fair Value Presented in the Balance Sheet	(46,162)	(31,106)
Commodity Contracts \| Non-current liabilities
Liabilities:
Gross Amounts Recognized at Fair Value	(51,304)	(53,452)
Gross Amounts Offset in the Balance Sheet	25,339	39,810
Net Fair Value Presented in the Balance Sheet	$ (25,965)	$ (13,642)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net (loss) income	$ (25,151)	$ 178,204
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization	119,605	117,338
Amortization of debt issuance costs	1,952	1,531
Stock-based compensation expense	11,336	12,623
Deferred income taxes	(10,397)	6,211
Other operating expenses (income)	1,283	(120)
Derivative activities:
Total losses	48,901	40,902
Cash settlements on derivatives	15,511	(84,519)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	11,644	(7,334)
(Increase) decrease in other assets	(3,820)	2,320
Decrease in accounts payable and accrued expenses	(53,347)	(11,281)
Increase (decrease) in other liabilities	2,122	(341)
Net cash provided by operating activities	119,639	255,534
Capital expenditures:
Capital expenditures	(56,124)	(102,523)
Changes in capital expenditures accruals	(10,431)	14,129
Acquisitions, net of cash received	(59,895)	(21,270)
Net cash used in investing activities	(126,450)	(109,664)
Cash flows from financing activities:
Dividends paid on common stock	(62,274)	(73,844)
Purchase of treasury stock	(10,029)	(41,700)
Shares withheld for payment of taxes on equity awards and other	(6,936)	(4,136)
Net cash used in financing activities	(22,239)	(119,680)
Net (decrease) increase in cash and cash equivalents	(29,050)	26,190
Cash and cash equivalents:
Beginning	46,250	15,283
Ending	17,200	41,473
2021 RBL Facility
Cash flows from financing activities:
Borrowings under credit facilities	387,000	206,000
Repayments under credit facilities	(330,000)	(206,000)
2022 ABL Facility
Cash flows from financing activities:
Borrowings under credit facilities	0	2,067
Repayments under credit facilities	$ 0	$ (2,067)

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

We derive revenue from sales of oil, natural gas and natural gas liquids (“NGL”), with additional revenue generated from sales of electricity and marketing activities. Revenue from CJWS is generated from well servicing and abandonment business.

The following table provides disaggregated revenue for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands)
Oil sales	$	168,491	$	194,418	$	475,138	$	627,759
Natural gas sales	3,130		7,575		19,083		20,906
Natural gas liquids sales	990		1,592		2,450		5,342
Service revenue	45,511		48,594		137,808		134,608
Electricity sales	3,849		9,711		12,372		22,549
Marketing revenues	—		—		—		289
Other revenues	113		277		194		442
Revenues from contracts with customers	222,084		262,167		647,045		811,895
(Losses) gains on oil and gas sales derivatives	(103,282)		114,279		(43,912)		(88,237)
Total revenues and other	$	118,802	$	376,446	$	603,133	$	723,658

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Derivatives - Narrative (Details) $ in Millions	9 Months Ended
Derivatives - Narrative (Details) $ in Millions	Sep. 30, 2023 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Target period to cover operating expenses and fixed charges, up to (in years)	3 years
Target period for fixing the price natural gas purchases used in steam operations, up to (in years)	3 years
Deferred premiums, remaining	$ 2

Lawsuits, Claims, Commitments and Contingencies (Details) $ in Millions	Jul. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Aggregate sum of settlement	$ 2.5

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-38606
Entity Registrant Name	Berry Corporation (bry)
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-5410470
Entity Address, Address Line One	16000 Dallas Parkway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75248
City Area Code	661
Local Phone Number	616-3900
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BRY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,666,776
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Central Index Key	0001705873

Supplemental Disclosures to the Financial Statements (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Current Assets

Other current assets reported on the condensed consolidated balance sheets included the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Prepaid expenses	$	9,970	$	12,330
Materials and supplies	16,591		8,976

Deposits	7,087		7,266

Oil inventories	3,824		4,036
Other	225		1,117
Total other current assets	$	37,697	$	33,725

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses on the condensed consolidated balance sheets included the following:


	September 30, 2023		December 31, 2022
	(in thousands)
Accounts payable-trade	$	43,027	$	40,286
Deferred acquisition payable(1)	18,499		—
Accrued expenses	48,852		85,360
Royalties payable	24,047		38,264

Taxes other than income tax liability	11,555		6,640
Accrued interest	5,070		10,885

Asset retirement obligations - current portion	20,000		20,000
Operating lease liability	2,850		1,666

Total accounts payable and accrued expenses	$	173,900	$	203,101

__________

(1) Relates to the remaining payable of $20 million, on a discounted basis, for the Macpherson Acquisition due in July 2024.

Supplemental Disclosures to the Statements of Cash Flows

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below:




	Nine Months Ended September 30,
	2023		2022
	(in thousands)


Supplemental Disclosures of Significant Non-Cash Investing Activities:
Deferred consideration payable for acquisition	$	18,499	$	—
Material inventory transfers to oil and natural gas properties	$	1,300	$	1,494
Supplemental Disclosures of Cash Payments (Receipts):
Interest, net of amounts capitalized	$	30,457	$	29,481
Income taxes payments	$	2,757	$	2,805

Supplemental Disclosures to the Financial Statements - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Accounts payable-trade	$ 43,027	$ 40,286
Deferred acquisition payable	18,499	0
Accrued expenses	48,852	85,360
Royalties payable	24,047	38,264
Taxes other than income tax liability	11,555	6,640
Accrued interest	5,070	10,885
Asset retirement obligations - current portion	20,000	20,000
Operating lease liability	2,850	1,666
Total accounts payable and accrued expenses	173,900	$ 203,101
Macpherson Energy Corporation
Business Acquisition [Line Items]
Deferred acquisition payable	$ 20,000

Segment Information

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Information

We operate in two business segments: (i) E&P and (ii) well servicing and abandonment. The E&P segment is engaged in the exploration and production of onshore, low geologic risk, long-lived oil and gas reserves located in California and the Rockies. As of September 15, 2023, E&P also includes Macpherson Energy. The well servicing and abandonment segment is operated by CJWS and provides wellsite services in California to oil and natural gas production companies, with a focus on well servicing, well abandonment services and water logistics.

The well servicing and abandonment segment occasionally provides services to our E&P segment, as such, we recorded an intercompany elimination of $2 million and $5 million in revenue and expense during consolidation for the three and nine months ended September 30, 2023, respectively. The intercompany elimination was $1 million for the three and nine months ended September 30, 2022.

The following table represents selected financial information for the periods presented regarding the Company’s business segments on a stand-alone basis and the consolidation and elimination entries necessary to arrive at the financial information for the Company on a consolidated basis.


	Three Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	176,573	$	47,259	$	(1,748)	$	222,084
Net (loss) income before income taxes	$	(35,485)	$	3,295	$	(28,215)	$	(60,405)
Adjusted EBITDA	$	79,491	$	6,854	$	(16,516)	$	69,829
Capital expenditures	$	10,833	$	2,104	$	659	$	13,596
Total assets	$	1,604,253	$	71,891	$	(62,219)	$	1,613,925


	Three Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	213,573	$	49,427	$	(833)	$	262,167
Net income (loss) before income taxes	$	224,094	$	5,168	$	(26,718)	$	202,544
Adjusted EBITDA	$	102,763	$	7,726	$	(13,508)	$	96,981
Capital expenditures	$	38,312	$	1,726	$	779	$	40,817
Total assets	$	1,502,135	$	79,696	$	(57,479)	$	1,524,352

__________

(1) These revenues do not include hedge settlements.


	Nine Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	509,237	$	142,921	$	(5,113)	$	647,045
Net income (loss) before income taxes	$	50,697	$	10,245	$	(93,733)	$	(32,791)
Adjusted EBITDA	$	233,562	$	19,981	$	(55,322)	$	198,221
Capital expenditures	$	49,730	$	4,420	$	1,974	$	56,124
Total assets	$	1,604,253	$	71,891	$	(62,219)	$	1,613,925


	Nine Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	677,287	$	135,441	$	(833)	$	811,895
Net income (loss) before income taxes	$	258,689	$	8,191	$	(78,998)	$	187,882
Adjusted EBITDA	$	325,354	$	17,225	$	(40,139)	$	302,440
Capital expenditures	$	96,883	$	3,420	$	2,220	$	102,523
Total assets	$	1,502,135	$	79,696	$	(57,479)	$	1,524,352

__________

(1) These revenues do not include hedge settlements.

Adjusted EBITDA is the measure reported to the chief operating decision maker (CODM) for purposes of making decisions about allocating resources to and assessing performance of each segment. Adjusted EBITDA is calculated as earnings before interest expense; income taxes; depreciation, depletion, and amortization; derivative gains or losses net of cash received or paid for scheduled derivative settlements; impairments; stock compensation expense; and unusual and infrequent items.


	Three Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net (loss) income	$	(35,485)	$	3,295	$	(12,872)	$	(45,062)
Add (Subtract):
Interest (income) expense	—		(16)		9,117		9,101
Income tax benefit	—		—		(15,343)		(15,343)
Depreciation, depletion, and amortization	35,620		3,405		704		39,729


Losses on derivatives	94,857		—		—		94,857
Net cash paid for scheduled derivative settlements	(19,432)		—		—		(19,432)
Other operating expenses (income)	357		(6)		(856)		(505)

Stock compensation expense	108		176		2,734		3,018
Acquisition costs(1)	2,082		—		—		2,082
Non-recurring costs(2)	1,384		—		—		1,384

Adjusted EBITDA	$	79,491	$	6,854	$	(16,516)	$	69,829

__________

(1) Consists of costs related to the Macpherson Acquisition.

(2) Consists of costs related to the settlement of shareholder litigation.


	Three Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	224,094	$	5,168	$	(37,602)	$	191,660
Add (Subtract):
Interest expense	—		4		7,863		7,867
Income tax expense	—		—		10,884		10,884
Depreciation, depletion, and amortization	35,198		3,249		1,059		39,506


Gains on derivatives	(143,221)		—		—		(143,221)
Net cash paid for scheduled derivative settlements	(14,739)		—		—		(14,739)
Other operating expenses (income)	1,077		(769)		315		623

Stock compensation expense	354		74		3,973		4,401


Adjusted EBITDA	$	102,763	$	7,726	$	(13,508)	$	96,981


	Nine Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	50,697	$	10,245	$	(86,093)	$	(25,151)
Add (Subtract):
Interest (income) expense	—		(39)		25,771		25,732
Income tax benefit	—		—		(7,640)		(7,640)
Depreciation, depletion, and amortization	105,104		9,968		4,533		119,605


Losses on derivatives	48,901		—		—		48,901
Net cash received for scheduled derivative settlements	15,511		—		—		15,511
Other operating expenses (income)	1,073		(698)		(2,199)		(1,824)

Stock compensation expense	525		505		10,306		11,336
Acquisition costs(1)	3,054		—		—		3,054
Non-recurring costs(2)	8,697		—		—		8,697

Adjusted EBITDA	$	233,562	$	19,981	$	(55,322)	$	198,221

__________

(1) Consists of costs related to the Macpherson Acquisition.

(2) Non-recurring costs consists of the settlement of shareholder litigation in the third quarter of 2023 and executive transition costs and workforce reduction costs in the first quarter of 2023.


	Nine Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	258,689	$	8,191	$	(88,676)	$	178,204
Add (Subtract):
Interest expense	—		4		23,267		23,271
Income tax expense	—		—		9,678		9,678
Depreciation, depletion, and amortization	104,628		9,445		3,265		117,338


Losses on derivatives	40,902		—		—		40,902
Net cash paid for scheduled derivative settlements	(84,519)		—		—		(84,519)
Other operating expenses (income)	4,601		(805)		949		4,745

Stock compensation expense	1,053		192		11,378		12,623
Non-recurring costs(1)	—		198		—		198

Adjusted EBITDA	$	325,354	$	17,225	$	(40,139)	$	302,440

__________

(1) Non-recurring costs included legal and professional service expenses related to acquisition and divestiture activity in the first quarter of 2022.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Derivatives - Derivative Transactions Resulting in Crude Oil Production and Gas Purchases Hedges (Details) - Forecast	3 Months Ended	12 Months Ended
	Dec. 31, 2023 MMBTU $ / bbl $ / MMBtu bbl	Dec. 31, 2026 MMBTU $ / bbl $ / MMBtu bbl	Dec. 31, 2025 MMBTU $ / bbl $ / MMBtu bbl	Dec. 31, 2024 MMBTU $ / bbl $ / MMBtu bbl
Brent - Crude Oil Production, Swaps
Derivative [Line Items]
Hedged volume (bbls) \| bbl	1,407,600	645,768	1,847,125	5,426,817
Weighted-average price ($/bbl) \| $ / bbl	77.61	69.43	75.21	77.82
Brent - Crude Oil Production, Sold Calls
Derivative [Line Items]
Hedged volume (bbls) \| bbl	368,000	1,251,500	2,486,127	732,000
Weighted-average price ($/bbl) \| $ / bbl	106.00	85.53	91.11	105.00
Brent - Crude Oil Production, Purchased Puts
Derivative [Line Items]
Hedged volume (bbls) \| bbl	552,000	0	365,000	1,281,000
Weighted-average price ($/bbl) \| $ / bbl	50.00	0	50.00	50.00
Brent - Crude Oil Production, Purchased Puts Two
Derivative [Line Items]
Hedged volume (bbls) \| bbl	0	1,251,500	2,121,127	0
Weighted-average price ($/bbl) \| $ / bbl	0	60.00	60.00	0
Brent - Crude Oil Production, Sold Puts
Derivative [Line Items]
Hedged volume (bbls) \| bbl	154,116	0	0	183,000
Weighted-average price ($/bbl) \| $ / bbl	40.00	0	0	40.00
NWPL - Natural Gas Purchases, Swaps
Derivative [Line Items]
Hedged volume (mmbtu) \| MMBTU	3,680,000	0	6,080,000	10,980,000
Weighted-average price ($/mmbtu) \| $ / MMBtu	5.34	0	4.27	4.21
Gas Basis Differentials, NWPL/HH Basis Swaps
Derivative [Line Items]
Hedged volume (mmbtu) \| MMBTU	610,000	0	0	0
Weighted-average price ($/mmbtu) \| $ / MMBtu	1.12	0	0	0

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share




	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands except per share amounts)
Basic EPS calculation
Net (loss) income	$	(45,062)	$	191,660	$	(25,151)	$	178,204




Weighted-average shares of common stock outstanding	75,662		78,044		76,163		79,304
Basic (loss) income per share	$	(0.60)	$	2.46	$	(0.33)	$	2.25
Diluted EPS calculation
Net (loss) income	$	(45,062)	$	191,660	$	(25,151)	$	178,204




Weighted-average shares of common stock outstanding	75,662		78,044		76,163		79,304
Dilutive effect of potentially dilutive securities(1)	—		4,001		—		4,168
Weighted-average common shares outstanding - diluted	75,662		82,045		76,163		83,472
Diluted (loss) income per share	$	(0.60)	$	2.34	$	(0.33)	$	2.13

__________

(1) We excluded approximately 1.9 million of combined RSUs and PSUs from the dilutive weighted-average common shares outstanding for each of the three and nine months ended September 30, 2023 because their effect was anti-dilutive.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides disaggregated revenue for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands)
Oil sales	$	168,491	$	194,418	$	475,138	$	627,759
Natural gas sales	3,130		7,575		19,083		20,906
Natural gas liquids sales	990		1,592		2,450		5,342
Service revenue	45,511		48,594		137,808		134,608
Electricity sales	3,849		9,711		12,372		22,549
Marketing revenues	—		—		—		289
Other revenues	113		277		194		442
Revenues from contracts with customers	222,084		262,167		647,045		811,895
(Losses) gains on oil and gas sales derivatives	(103,282)		114,279		(43,912)		(88,237)
Total revenues and other	$	118,802	$	376,446	$	603,133	$	723,658

Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

We calculate basic earnings (loss) per share by dividing net income (loss) by the weighted-average number of common shares outstanding for each period presented. Common shares issuable upon the satisfaction of certain conditions pursuant to a contractual agreement, are considered common shares outstanding and are included in the computation of net income (loss) per share.

The RSUs and PSUs are not a participating security as the dividends are forfeitable. For the three and nine months ended September 30, 2023, no RSU or PSU shares were included in the diluted EPS calculation as their effect was anti-dilutive under the “if converted” method. For the three and nine months ended September 30, 2022, 4,001,000 and 4,168,000, RSU and PSU shares were included in the diluted EPS calculation, respectively.




	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(in thousands except per share amounts)
Basic EPS calculation
Net (loss) income	$	(45,062)	$	191,660	$	(25,151)	$	178,204




Weighted-average shares of common stock outstanding	75,662		78,044		76,163		79,304
Basic (loss) income per share	$	(0.60)	$	2.46	$	(0.33)	$	2.25
Diluted EPS calculation
Net (loss) income	$	(45,062)	$	191,660	$	(25,151)	$	178,204




Weighted-average shares of common stock outstanding	75,662		78,044		76,163		79,304
Dilutive effect of potentially dilutive securities(1)	—		4,001		—		4,168
Weighted-average common shares outstanding - diluted	75,662		82,045		76,163		83,472
Diluted (loss) income per share	$	(0.60)	$	2.34	$	(0.33)	$	2.13

__________

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation “Berry Corp.” refers to Berry Corporation (bry), a Delaware corporation, which is the sole member of each of its three Delaware limited liability company subsidiaries: (1) Berry Petroleum Company, LLC (“Berry LLC”), (2) CJ Berry Well Services Management, LLC (“C&J Management”) and (3) C&J Well Services, LLC (“C&J”), (C&J Management and C&J together, “CJWS”). As the context may require, the “Company”, “we”, “our” or similar words refer to Berry Corp. and its subsidiaries, Berry LLC, C&J Management and C&J. In July 2023, we executed an agreement to acquire Macpherson Energy Corporation and its subsidiaries, a privately held Kern County, California operator, and we closed the acquisition in September 2023 (“Macpherson Acquisition”). As of September 15, 2023, Berry LLC owns Macpherson Energy, LLC (formerly, known as Macpherson Energy Corporation) and its subsidiaries (“Macpherson Energy”). Nature of Business We are a western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. We operate in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment. Our E&P assets are located in California and the Rockies, characterized by high oil content and predominantly located in rural areas with low population. Our California assets are in the San Joaquin basin (100% oil), while our Rockies assets are in the Uinta basin of Utah (60% oil and 40% gas). We operate our well servicing and abandonment segment in California. Principles of Consolidation and Reporting The condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. In management’s opinion, the accompanying financial statements contain all normal, recurring adjustments that are necessary to fairly present our interim unaudited condensed consolidated financial statements. We eliminated all significant intercompany transactions and balances upon consolidation. For oil and gas exploration and production joint ventures in which we have a direct working interest, we account for our proportionate share of assets, liabilities, revenue, expense and cash flows within the relevant lines of the financial statements. We prepared this report pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) 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 disclosed information not misleading. The results reported in these unaudited condensed consolidated financial statements may not accurately forecast results for future periods. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2022.

Earnings Per Share - Narrative (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	4,001	0	4,168
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	4,001	0	4,168

Acquisition and Divestiture - Narrative (Details) - Macpherson Energy Corporation - USD ($) $ in Millions	1 Months Ended
	Jul. 31, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Consideration transferred		$ 70
Payments to acquire business		$ 53
Forecast
Business Acquisition [Line Items]
Payments to acquire business	$ 20

Segment Information - Adjusted EBITDA Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net (loss) income	$ (45,062)	$ 25,770	$ (5,859)	$ 191,660	$ 43,354	$ (56,810)	$ (25,151)	$ 178,204
Interest (income) expense	9,101			7,867			25,732	23,271
Income tax (benefit) expense	(15,343)			10,884			(7,640)	9,678
Depreciation, depletion, and amortization	39,729			39,506			119,605	117,338
(Gains) losses on derivatives	94,857			(143,221)			48,901	40,902
Net cash paid for scheduled derivative settlements	(19,432)			(14,739)			15,511	(84,519)
Other operating expenses (income)	(505)			623			(1,824)	4,745
Stock compensation expense	3,018			4,401			11,336	12,623
Acquisition costs	2,082			0			3,054	0
Non-recurring costs	1,384						8,697	198
Adjusted EBITDA	69,829			96,981			198,221	302,440
Operating Segments \| E&P
Segment Reporting Information [Line Items]
Net (loss) income	(35,485)			224,094			50,697	258,689
Interest (income) expense	0			0			0	0
Income tax (benefit) expense	0			0			0	0
Depreciation, depletion, and amortization	35,620			35,198			105,104	104,628
(Gains) losses on derivatives	94,857			(143,221)			48,901	40,902
Net cash paid for scheduled derivative settlements	(19,432)			(14,739)			15,511	(84,519)
Other operating expenses (income)	357			1,077			1,073	4,601
Stock compensation expense	108			354			525	1,053
Acquisition costs	2,082						3,054
Non-recurring costs	1,384						8,697	0
Adjusted EBITDA	79,491			102,763			233,562	325,354
Operating Segments \| Well Servicing and Abandonment
Segment Reporting Information [Line Items]
Net (loss) income	3,295			5,168			10,245	8,191
Interest (income) expense	(16)			4			(39)	4
Income tax (benefit) expense	0			0			0	0
Depreciation, depletion, and amortization	3,405			3,249			9,968	9,445
(Gains) losses on derivatives	0			0			0	0
Net cash paid for scheduled derivative settlements	0			0			0	0
Other operating expenses (income)	(6)			(769)			(698)	(805)
Stock compensation expense	176			74			505	192
Acquisition costs	0						0
Non-recurring costs	0						0	198
Adjusted EBITDA	6,854			7,726			19,981	17,225
Corporate/Eliminations
Segment Reporting Information [Line Items]
Net (loss) income	(12,872)			(37,602)			(86,093)	(88,676)
Interest (income) expense	9,117			7,863			25,771	23,267
Income tax (benefit) expense	(15,343)			10,884			(7,640)	9,678
Depreciation, depletion, and amortization	704			1,059			4,533	3,265
(Gains) losses on derivatives	0			0			0	0
Net cash paid for scheduled derivative settlements	0			0			0	0
Other operating expenses (income)	(856)			315			(2,199)	949
Stock compensation expense	2,734			3,973			10,306	11,378
Acquisition costs	0						0
Non-recurring costs	0						0	0
Adjusted EBITDA	$ (16,516)			$ (13,508)			$ (55,322)	$ (40,139)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 17,200	$ 46,250
Accounts receivable, net of allowance for doubtful accounts of $866 at September 30, 2023 and December 31, 2022	102,794	101,713
Derivative instruments	0	36,367
Other current assets	37,697	33,725
Total current assets	157,691	218,055
Noncurrent assets:
Oil and natural gas properties	1,854,359	1,725,864
Accumulated depletion and amortization	(559,437)	(465,889)
Total oil and natural gas properties, net	1,294,922	1,259,975
Other property and equipment	165,922	155,619
Accumulated depreciation	(70,301)	(55,781)
Total other property and equipment, net	95,621	99,838
Derivative instruments	0	76
Deferred income taxes	54,133	42,844
Other noncurrent assets	11,558	10,242
Total assets	1,613,925	1,631,030
Current liabilities:
Accounts payable and accrued expenses	173,900	203,101
Derivative instruments	46,162	31,106
Total current liabilities	220,062	234,207
Noncurrent liabilities:
Long-term debt	453,667	395,735
Derivative instruments	25,965	13,642
Asset retirement obligations	159,764	158,491
Other noncurrent liabilities	46,348	28,470
Commitments and Contingencies - Note 4
Stockholders' Equity:
Common stock ($0.001 par value; 750,000,000 shares authorized; 87,670,587 and 86,350,771 shares issued; and 75,666,776 and 75,767,503 shares outstanding, at September 30, 2023 and December 31, 2022, respectively)	88	86
Additional paid-in-capital	815,936	821,443
Treasury stock, at cost (12,003,811 and 10,583,268 shares at September 30, 2023 and December 31, 2022, respectively)	(113,768)	(103,739)
Retained earnings	5,863	82,695
Total stockholders' equity	708,119	800,485
Total liabilities and stockholders' equity	$ 1,613,925	$ 1,631,030

Acquisition and Divestiture - Unaudited Pro Forma Information (Details) - Macpherson Energy Corporation - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Revenue	$ 642,054	$ 803,005
Net (loss) income	$ (13,227)	$ 219,730

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

The following table summarizes our outstanding debt:


	September 30, 2023		December 31, 2022		Interest Rate	Maturity	Security
	(in thousands)
2021 RBL Facility	$	57,000	$	—	variable rates 10.75% (2023) and 9.50% (2022)	August 26, 2025	Mortgage on 90% of Present Value of proven oil and gas reserves and lien on certain other assets
2022 ABL Facility	—		—		variable rates 9.75% (2023) and 8.3% (2022)	June 5, 2025	CJWS property and certain other assets

2026 Notes	400,000		400,000		7.0%	February 15, 2026	Unsecured
Long-Term Debt - Principal Amount	457,000		400,000
Less: Debt Issuance Costs	(3,333)		(4,265)
Long-Term Debt, net	$	453,667	$	395,735

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings (Accumulated Deficit)
Beginning balance at Dec. 31, 2021	$ 692,648	$ 86	$ 912,471	$ (52,436)	$ (167,473)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for payment of taxes on equity awards and other	(4,096)		(4,096)
Stock based compensation	3,920		3,920
Dividends declared on common stock	(5,236)		(5,236)
Net (loss) income	(56,810)				(56,810)
Ending balance at Mar. 31, 2022	$ 630,426	86	907,059	(52,436)	(224,283)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.06
Beginning balance at Dec. 31, 2021	$ 692,648	86	912,471	(52,436)	(167,473)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	178,204
Ending balance at Sep. 30, 2022	769,249	86	852,568	(94,136)	10,731
Beginning balance at Mar. 31, 2022	630,426	86	907,059	(52,436)	(224,283)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for payment of taxes on equity awards and other	(6)		(6)
Stock based compensation	4,720		4,720
Purchases of treasury stock	(22,760)			(22,760)
Dividends declared on common stock	(14,965)		(14,965)
Net (loss) income	43,354				43,354
Ending balance at Jun. 30, 2022	$ 640,769	86	896,808	(75,196)	(180,929)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.19
Shares withheld for payment of taxes on equity awards and other	$ (34)		(34)
Stock based compensation	4,625		4,625
Purchases of treasury stock	(18,940)			(18,940)
Dividends declared on common stock	(48,831)		(48,831)
Net (loss) income	191,660				191,660
Ending balance at Sep. 30, 2022	$ 769,249	86	852,568	(94,136)	10,731
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.62
Beginning balance at Dec. 31, 2022	$ 800,485	86	821,443	(103,739)	82,695
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for payment of taxes on equity awards and other	(4,260)		(4,260)
Stock based compensation	4,989		4,989
Issuance of common stock	2	2
Dividends declared on common stock	(42,421)				(42,421)
Net (loss) income	(5,859)				(5,859)
Ending balance at Mar. 31, 2023	$ 752,936	88	822,172	(103,739)	34,415
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.50
Beginning balance at Dec. 31, 2022	$ 800,485	86	821,443	(103,739)	82,695
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(25,151)
Ending balance at Sep. 30, 2023	708,119	88	815,936	(113,768)	5,863
Beginning balance at Mar. 31, 2023	752,936	88	822,172	(103,739)	34,415
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for payment of taxes on equity awards and other	(2,612)		(2,612)
Stock based compensation	3,770		3,770
Purchases of treasury stock	(10,029)			(10,029)
Dividends declared on common stock	(9,260)				(9,260)
Net (loss) income	25,770				25,770
Ending balance at Jun. 30, 2023	$ 760,575	88	823,330	(113,768)	50,925
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.12
Shares withheld for payment of taxes on equity awards and other	$ (44)		(44)
Stock based compensation	3,243		3,243
Dividends declared on common stock	(10,593)		(10,593)
Net (loss) income	(45,062)				(45,062)
Ending balance at Sep. 30, 2023	$ 708,119	$ 88	$ 815,936	$ (113,768)	$ 5,863
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on common stock (in dollars per share)	$ 0.14

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation and Reporting	Principles of Consolidation and Reporting The condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. In management’s opinion, the accompanying financial statements contain all normal, recurring adjustments that are necessary to fairly present our interim unaudited condensed consolidated financial statements. We eliminated all significant intercompany transactions and balances upon consolidation. For oil and gas exploration and production joint ventures in which we have a direct working interest, we account for our proportionate share of assets, liabilities, revenue, expense and cash flows within the relevant lines of the financial statements. We prepared this report pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) 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 disclosed information not misleading. The results reported in these unaudited condensed consolidated financial statements may not accurately forecast results for future periods. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2022.

Derivatives (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Transactions Resulting in Crude Oil Production and Gas Purchases Hedges

As of September 30, 2023, we had the following crude oil production and gas purchases hedges.


	Q4 2023		FY 2024		FY 2025		FY 2026
Brent - Crude Oil production
Swaps
Hedged volume (bbls)	1,407,600		5,426,817		1,847,125		645,768
Weighted-average price ($/bbl)	$	77.61	$	77.82	$	75.21	$	69.43

Sold Calls(1)
Hedged volume (bbls)	368,000		732,000		2,486,127		1,251,500
Weighted-average price ($/bbl)	$	106.00	$	105.00	$	91.11	$	85.53
Purchased Puts (net)(2)
Hedged volume (bbls)	552,000		1,281,000		365,000		—
Weighted-average price ($/bbl)	$	50.00	$	50.00	$	50.00	$	—

Purchased Puts (net)(2)
Hedged volume (bbls)	—		—		2,121,127		1,251,500
Weighted-average price ($/bbl)	$	—	$	—	$	60.00	$	60.00
Sold Puts (net)(2)
Hedged volume (bbls)	154,116		183,000		—		—
Weighted-average price ($/bbl)	$	40.00	$	40.00	$	—	$	—




Henry Hub - Natural Gas purchases






NWPL - Natural Gas purchases
Swaps
Hedged volume (mmbtu)	3,680,000		10,980,000		6,080,000		—
Weighted-average price ($/mmbtu)	$	5.34	$	4.21	$	4.27	$	—
Gas Basis Differentials
NWPL/HH - basis swaps
Hedged volume (mmbtu)	610,000		—		—		—
Weighted-average price ($/mmbtu)	$	1.12	$	—	$	—	$	—

__________

(1) Purchased calls and sold calls with the same strike price have been presented on a net basis.

(2) Purchased puts and sold puts with the same strike price have been presented on a net basis.

Fair Values (Gross and Net) of Outstanding Derivatives

The following tables present the fair values (gross and net) of our outstanding derivatives as of September 30, 2023 and December 31, 2022:


	September 30, 2023
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value		Gross Amounts Offset in the Balance Sheet		Net Fair Value Presented in the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	12,494	$	(12,494)	$	—
Commodity Contracts	Non-current assets	25,339		(25,339)		—
Liabilities:
Commodity Contracts	Current liabilities	(58,656)		12,494		(46,162)
Commodity Contracts	Non-current liabilities	(51,304)		25,339		(25,965)
Total derivatives		$	(72,127)	$	—	$	(72,127)


	December 31, 2022
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value		Gross Amounts Offset in the Balance Sheet		Net Fair Value Presented in the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	66,974	$	(30,607)	$	36,367
Commodity Contracts	Non-current assets	39,886		(39,810)		76
Liabilities:
Commodity Contracts	Current liabilities	(61,713)		30,607		(31,106)
Commodity Contracts	Non-current liabilities	(53,452)		39,810		(13,642)
Total derivatives		$	(8,305)	$	—	$	(8,305)

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Feb. 28, 2018
Debt Instrument [Line Items]
Long-Term Debt - Principal Amount	$ 457,000	$ 400,000
Less: Debt Issuance Costs	(3,333)	(4,265)
Long-Term Debt, net	453,667	395,735
2026 Notes \| Unsecured Debt
Debt Instrument [Line Items]
Long-Term Debt - Principal Amount	$ 400,000	400,000
Interest Rate	7.00%		7.00%
Revolving Credit Facility \| 2021 RBL Facility \| Line of Credit
Debt Instrument [Line Items]
Long-Term Debt - Principal Amount	$ 57,000	$ 0
Variable rate	10.75%	9.50%
Security	90.00%
Revolving Credit Facility \| 2022 ABL Facility \| Line of Credit
Debt Instrument [Line Items]
Long-Term Debt - Principal Amount	$ 0	$ 0
Variable rate	9.75%	8.30%

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net (loss) income	$ (45,062)	$ 25,770	$ (5,859)	$ 191,660	$ 43,354	$ (56,810)	$ (25,151)	$ 178,204

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Segment Information (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Information


	Three Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	176,573	$	47,259	$	(1,748)	$	222,084
Net (loss) income before income taxes	$	(35,485)	$	3,295	$	(28,215)	$	(60,405)
Adjusted EBITDA	$	79,491	$	6,854	$	(16,516)	$	69,829
Capital expenditures	$	10,833	$	2,104	$	659	$	13,596
Total assets	$	1,604,253	$	71,891	$	(62,219)	$	1,613,925


	Three Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	213,573	$	49,427	$	(833)	$	262,167
Net income (loss) before income taxes	$	224,094	$	5,168	$	(26,718)	$	202,544
Adjusted EBITDA	$	102,763	$	7,726	$	(13,508)	$	96,981
Capital expenditures	$	38,312	$	1,726	$	779	$	40,817
Total assets	$	1,502,135	$	79,696	$	(57,479)	$	1,524,352

__________

(1) These revenues do not include hedge settlements.


	Nine Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	509,237	$	142,921	$	(5,113)	$	647,045
Net income (loss) before income taxes	$	50,697	$	10,245	$	(93,733)	$	(32,791)
Adjusted EBITDA	$	233,562	$	19,981	$	(55,322)	$	198,221
Capital expenditures	$	49,730	$	4,420	$	1,974	$	56,124
Total assets	$	1,604,253	$	71,891	$	(62,219)	$	1,613,925


	Nine Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Revenues(1)	$	677,287	$	135,441	$	(833)	$	811,895
Net income (loss) before income taxes	$	258,689	$	8,191	$	(78,998)	$	187,882
Adjusted EBITDA	$	325,354	$	17,225	$	(40,139)	$	302,440
Capital expenditures	$	96,883	$	3,420	$	2,220	$	102,523
Total assets	$	1,502,135	$	79,696	$	(57,479)	$	1,524,352

__________

(1) These revenues do not include hedge settlements.

Adjusted EBITDA Reconciliation


	Three Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net (loss) income	$	(35,485)	$	3,295	$	(12,872)	$	(45,062)
Add (Subtract):
Interest (income) expense	—		(16)		9,117		9,101
Income tax benefit	—		—		(15,343)		(15,343)
Depreciation, depletion, and amortization	35,620		3,405		704		39,729


Losses on derivatives	94,857		—		—		94,857
Net cash paid for scheduled derivative settlements	(19,432)		—		—		(19,432)
Other operating expenses (income)	357		(6)		(856)		(505)

Stock compensation expense	108		176		2,734		3,018
Acquisition costs(1)	2,082		—		—		2,082
Non-recurring costs(2)	1,384		—		—		1,384

Adjusted EBITDA	$	79,491	$	6,854	$	(16,516)	$	69,829

__________

(1) Consists of costs related to the Macpherson Acquisition.

(2) Consists of costs related to the settlement of shareholder litigation.


	Three Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	224,094	$	5,168	$	(37,602)	$	191,660
Add (Subtract):
Interest expense	—		4		7,863		7,867
Income tax expense	—		—		10,884		10,884
Depreciation, depletion, and amortization	35,198		3,249		1,059		39,506


Gains on derivatives	(143,221)		—		—		(143,221)
Net cash paid for scheduled derivative settlements	(14,739)		—		—		(14,739)
Other operating expenses (income)	1,077		(769)		315		623

Stock compensation expense	354		74		3,973		4,401


Adjusted EBITDA	$	102,763	$	7,726	$	(13,508)	$	96,981


	Nine Months Ended September 30, 2023
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	50,697	$	10,245	$	(86,093)	$	(25,151)
Add (Subtract):
Interest (income) expense	—		(39)		25,771		25,732
Income tax benefit	—		—		(7,640)		(7,640)
Depreciation, depletion, and amortization	105,104		9,968		4,533		119,605


Losses on derivatives	48,901		—		—		48,901
Net cash received for scheduled derivative settlements	15,511		—		—		15,511
Other operating expenses (income)	1,073		(698)		(2,199)		(1,824)

Stock compensation expense	525		505		10,306		11,336
Acquisition costs(1)	3,054		—		—		3,054
Non-recurring costs(2)	8,697		—		—		8,697

Adjusted EBITDA	$	233,562	$	19,981	$	(55,322)	$	198,221

__________

(1) Consists of costs related to the Macpherson Acquisition.

(2) Non-recurring costs consists of the settlement of shareholder litigation in the third quarter of 2023 and executive transition costs and workforce reduction costs in the first quarter of 2023.


	Nine Months Ended September 30, 2022
	E&P		Well Servicing and Abandonment		Corporate/Eliminations		Consolidated Company
	(in thousands)
Adjusted EBITDA reconciliation:
Net income (loss)	$	258,689	$	8,191	$	(88,676)	$	178,204
Add (Subtract):
Interest expense	—		4		23,267		23,271
Income tax expense	—		—		9,678		9,678
Depreciation, depletion, and amortization	104,628		9,445		3,265		117,338


Losses on derivatives	40,902		—		—		40,902
Net cash paid for scheduled derivative settlements	(84,519)		—		—		(84,519)
Other operating expenses (income)	4,601		(805)		949		4,745

Stock compensation expense	1,053		192		11,378		12,623
Non-recurring costs(1)	—		198		—		198

Adjusted EBITDA	$	325,354	$	17,225	$	(40,139)	$	302,440

__________

(1) Non-recurring costs included legal and professional service expenses related to acquisition and divestiture activity in the first quarter of 2022.

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 222,084	$ 262,167	$ 647,045	$ 811,895
(Losses) gains on oil and gas sales derivatives	(103,282)	114,279	(43,912)	(88,237)
Total revenues and other	118,802	376,446	603,133	723,658
Oil sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	168,491	194,418	475,138	627,759
Natural gas sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	3,130	7,575	19,083	20,906
Natural gas liquids sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	990	1,592	2,450	5,342
Services revenue
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	45,511	48,594	137,808	134,608
Electricity sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	3,849	9,711	12,372	22,549
Marketing revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	0	0	0	289
Other revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 113	$ 277	$ 194	$ 442

Basis of Presentation (Details)	9 Months Ended
Basis of Presentation (Details)	Sep. 30, 2023 subsidiary segment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of subsidiaries \| subsidiary	3
Business segments \| segment	2
California
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Oil and gas reserves, percentage of oil	100.00%
Utah
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Oil and gas reserves, percentage of oil	60.00%
Oil and gas reserves, percentage of gas	40.00%

Supplemental Disclosures to the Financial Statements - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 9,970	$ 12,330
Materials and supplies	16,591	8,976
Deposits	7,087	7,266
Oil inventories	3,824	4,036
Other	225	1,117
Total other current assets	$ 37,697	$ 33,725

Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic EPS calculation
Net (loss) income	$ (45,062)	$ 191,660	$ (25,151)	$ 178,204
Weighted-average shares of common stock outstanding (in shares)	75,662	78,044	76,163	79,304
Basic (loss) income per share (in dollars per share)	$ (0.60)	$ 2.46	$ (0.33)	$ 2.25
Diluted EPS calculation
Net (loss) income	$ (45,062)	$ 191,660	$ (25,151)	$ 178,204
Weighted-average shares of common stock outstanding (in shares)	75,662	78,044	76,163	79,304
Dilutive effect of potentially dilutive securities (in shares)	0	4,001	0	4,168
Weighted-average common shares outstanding - diluted (in shares)	75,662	82,045	76,163	83,472
Diluted (loss) income per share (in dollars per share)	$ (0.60)	$ 2.34	$ (0.33)	$ 2.13
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs)
Diluted EPS calculation
Dilutive effect of potentially dilutive securities (in shares)	0	4,001	0	4,168
Potentially dilutive securities (in shares)	1,900		1,900

Acquisition and Divestiture (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Allocation of the Purchase Price

The Company's preliminary allocation of the purchase price as of the closing date, including preliminary working capital adjustments, to the estimated fair value of the Macpherson Energy net assets is as follows:


	September 15, 2023
	(in thousands)
Cash and cash equivalents	$	3,845
Accounts receivable, net of allowance for doubtful accounts	12,694
Other current assets	1,541
Property and equipment	76,472
Other noncurrent assets	1,865
Total assets acquired	$	96,417
Accounts payable and accrued expenses assumed	(15,502)
Asset retirement obligation	(7,422)
Other noncurrent liabilities	(434)
Net assets acquired	$	73,059

Business Acquisition, Pro Forma Information

The following unaudited pro forma information is not necessarily indicative of the results that would have been achieved if the Macpherson Acquisition had occurred in the past, and should not be relied upon as an indication of the operating results that the Company would have achieved if the acquisition had occurred at the beginning of the periods presented, and our operating results, or the future results.


	Pro Forma
	Nine Months Ended September 30,
	2023		2022
	(unaudited) (in thousands)
Revenue	$	642,054	$	803,005
Net (loss) income	$	(13,227)	$	219,730

Segment Information - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)
Segment Reporting Information [Line Items]
Business segments \| segment			2
Revenues	$ 222,084	$ 262,167	$ 647,045	$ 811,895
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues	$ 2,000	$ 1,000	$ 5,000	$ 1,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues and other:
Revenues	$ 222,084	$ 262,167	$ 647,045	$ 811,895
(Losses) gains on oil and gas sales derivatives	(103,282)	114,279	(43,912)	(88,237)
Total revenues and other	118,802	376,446	603,133	723,658
Expenses and other:
Lease operating expenses	59,842	79,141	249,384	214,720
Transportation expenses	1,089	1,277	3,226	3,543
Marketing expenses	0	0	0	299
Acquisition costs	2,082	0	3,054	0
General and administrative expenses	20,987	23,388	75,144	69,513
Depreciation, depletion, and amortization	39,729	39,506	119,605	117,338
Taxes, other than income taxes	17,980	7,335	42,147	25,154
(Gains) losses on natural gas purchase derivatives	(8,425)	(28,942)	4,989	(47,335)
Other operating (income) expenses	(505)	623	(1,824)	4,745
Total expenses and other	170,064	166,011	609,965	512,426
Other (expenses) income:
Interest expense	(9,101)	(7,867)	(25,732)	(23,271)
Other, net	(42)	(24)	(227)	(79)
Total other expenses	(9,143)	(7,891)	(25,959)	(23,350)
(Loss) income before income taxes	(60,405)	202,544	(32,791)	187,882
Income tax (benefit) expense	(15,343)	10,884	(7,640)	9,678
Net (loss) income	$ (45,062)	$ 191,660	$ (25,151)	$ 178,204
Net (loss) income per share:
Basic (in dollars per share)	$ (0.60)	$ 2.46	$ (0.33)	$ 2.25
Diluted (in dollars per share)	$ (0.60)	$ 2.34	$ (0.33)	$ 2.13
Oil, natural gas and natural gas liquids sales
Revenues and other:
Revenues	$ 172,611	$ 203,585	$ 496,671	$ 654,007
Services revenue
Revenues and other:
Revenues	45,511	48,594	137,808	134,608
Expenses and other:
Cost of goods sold	35,806	37,628	108,988	107,809
Electricity sales
Revenues and other:
Revenues	3,849	9,711	12,372	22,549
Expenses and other:
Cost of goods sold	1,479	6,055	5,252	16,640
Marketing revenues
Revenues and other:
Revenues	0	0	0	289
Other revenues
Revenues and other:
Revenues	$ 113	$ 277	$ 194	$ 442

Acquisition and Divestiture - Preliminary Allocation of the Purchase Price (Details) - Macpherson Energy Corporation $ in Thousands	Sep. 15, 2023 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 3,845
Accounts receivable, net of allowance for doubtful accounts	12,694
Other current assets	1,541
Property and equipment	76,472
Other noncurrent assets	1,865
Total assets acquired	96,417
Accounts payable and accrued expenses assumed	(15,502)
Asset retirement obligation	(7,422)
Other noncurrent liabilities	(434)
Net assets acquired	$ 73,059

Acquisition and Divestiture

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition and Divestiture

Macpherson Acquisition

In July 2023, we executed an agreement to acquire Macpherson Energy, a privately held Kern County, California operator and we closed the acquisition in September 2023. The total purchase price is approximately $70 million, subject to customary purchase price adjustments. The transaction was structured such that approximately $53 million has been paid at closing, including purchase price adjustments, and approximately $20 million will be paid in July 2024, subject to purchase price adjustments.

The Macpherson transaction was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. The assets acquired and liabilities assumed are included in the E&P segment. The Company's preliminary allocation of the purchase price as of the closing date, including preliminary working capital adjustments, to the estimated fair value of the Macpherson Energy net assets is as follows:


	September 15, 2023
	(in thousands)
Cash and cash equivalents	$	3,845
Accounts receivable, net of allowance for doubtful accounts	12,694
Other current assets	1,541
Property and equipment	76,472
Other noncurrent assets	1,865
Total assets acquired	$	96,417
Accounts payable and accrued expenses assumed	(15,502)
Asset retirement obligation	(7,422)
Other noncurrent liabilities	(434)
Net assets acquired	$	73,059

The allocation of the purchase price to Macpherson Energy net tangible assets and liabilities as of September 15, 2023, is preliminary and subject to revisions to the fair value calculations for the identifiable assets and liabilities. The final purchase price allocation could differ from the preliminary allocation noted in the summary above. The acquired property and equipment is stated at fair value, and amortization on the acquired oil and gas property is computed using units-of-production method over the remaining proved reserves and depreciation of other property and equipment is computed using the straight-line method over the estimated useful lives of each asset.

The unaudited pro forma information presented below has been prepared to give effect to the Macpherson Acquisition as if it had occurred at the beginning of the periods presented. The unaudited pro forma information includes the effects from the allocation of the acquisition purchase price on depreciation and amortization as well as the Macpherson Acquisition costs charged to earnings during the nine months ended September 30, 2023 and 2022. The unaudited pro forma information is presented for illustration purposes only and is based on estimates and assumptions the Company deemed appropriate. The following unaudited pro forma information is not necessarily indicative of the results that would have been achieved if the Macpherson Acquisition had occurred in the past, and should not be relied upon as an indication of the operating results that the Company would have achieved if the acquisition had occurred at the beginning of the periods presented, and our operating results, or the future results.


	Pro Forma
	Nine Months Ended September 30,
	2023		2022
	(unaudited) (in thousands)
Revenue	$	642,054	$	803,005
Net (loss) income	$	(13,227)	$	219,730

We acquired Macpherson Energy because their assets are high-quality, low decline oil producing properties, and are a natural fit with our existing rural Kern County portfolio. In addition to the attractive base production, we see upside for near-term production enhancement and development opportunities.

Equity (Details) - USD ($)	1 Months Ended				3 Months Ended						9 Months Ended
Equity (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Feb. 28, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared on common stock (in dollars per share)				$ 0.50	$ 0.14	$ 0.12	$ 0.50	$ 0.62	$ 0.19	$ 0.06
Payments for repurchase of common stock											$ 10,029,000	$ 41,700,000
Fair value of awards granted				$ 14,000,000
Stock Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Treasury stock repurchased (in shares)					0						1,400,000
Payments for repurchase of common stock					$ 10,000,000
Treasury stock, aggregate (in shares)					11,949,247						11,949,247
Treasury stock, aggregate					$ 114,000,000						$ 114,000,000
Increase amount of repurchases				102,000,000
Authorized amount of repurchases				$ 200,000,000	$ 190,000,000						$ 190,000,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)				1,031,000
Vesting period				3 years
Performance-based Restricted Stock Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)				437,000
Vesting period				3 years
Performance-based Restricted Stock Units (PSUs) \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				50.00%
Performance-based Restricted Stock Units (PSUs) \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				50.00%
Minimum \| Total Stockholder Return Performance Based Restricted Stock Units Granted in Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Possible range of shares received over amount granted				0.00%
Maximum \| Total Stockholder Return Performance Based Restricted Stock Units Granted in Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Possible range of shares received over amount granted				200.00%
Regular Fixed Cash Dividends
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared on common stock (in dollars per share)		$ 0.12	$ 0.12	$ 0.06
Regular Fixed Cash Dividends \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared on common stock (in dollars per share)	$ 0.12
Variable Cash Dividends
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared on common stock (in dollars per share)		$ 0.02		$ 0.44
Variable Cash Dividends \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared on common stock (in dollars per share)	$ 0.09