UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended March 31, 1996
Commission file number 1-9735
BERRY PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 77-0079387
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
28700 Hovey Hills Road, P.O. Bin X, Taft, California 93268
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 769-8811
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report:
NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES (X) NO ( )
The number of shares of each of the registrant's classes of capital
stock outstanding as of March 31, 1996, was 21,032,987 shares of Class A
Common Stock ($.01 par value) and 898,892 shares of Class B Stock ($.01 par
value). All of the Class B Stock is held by a shareholder who owns in
excess of 5% of the outstanding stock of the registrant.
BERRY PETROLEUM COMPANY
MARCH 31, 1996
INDEX
PART I. Financial Information Page No.
Report of Coopers & Lybrand L.L.P., Independent Accountants . . . . . 3
Item 1. Financial Statements
Condensed Balance Sheets at
March 31, 1996 and December 31, 1995 . . . . . . . . . . . . . . . 4
Condensed Income Statements for the Three Month Periods
Ended March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . 5
Condensed Statements of
Cash Flows for the Three Month Periods
Ended March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . 6
Notes to Condensed Financial Statements . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . . . . . . . 8
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Berry Petroleum Company
We have reviewed the accompanying condensed balance sheet of Berry
Petroleum Company as of March 31, 1996, and the condensed statements of
income and of cash flows for the three month periods ended March 31, 1996
and 1995. These interim financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements for them
to be in conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
April 30, 1996
3
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets
(In Thousands Except Share Information)
March 31, December 31,
1996 1995
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 22,196 $ 18,759
Short-term investments - available for sale 14,698 15,695
Accounts receivable 9,242 8,414
Deferred income taxes 957 1,175
Prepaid expenses and other 1,039 1,157
__________ __________
Total current assets 48,132 45,200
Oil and gas properties (successful efforts
basis), buildings and equipment, net 72,724 72,042
Other assets 494 480
__________ __________
$ 121,350 $ 117,722
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,911 $ 3,086
Accrued liabilities 3,862 3,912
Federal and state income taxes payable 2,283 1,696
__________ __________
Total current liabilities 10,056 8,694
Deferred income taxes 17,565 16,968
Shareholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares
authorized; no shares outstanding - -
Capital stock, $.01 par value;
Class A Common Stock, 50,000,000 shares authorized;
21,032,987 shares issued and outstanding at
March 31, 1996 (21,033,055 at December 31, 1995) 210 210
Class B Stock, 1,500,000 shares authorized;
898,892 shares issued and outstanding
(liquidation preference of $899) 9 9
Capital in excess of par value 52,850 52,850
Retained earnings 40,660 38,991
__________ __________
Total shareholders' equity 93,729 92,060
__________ __________
$ 121,350 $ 117,722
========== ==========
The accompanying notes are an integral part of these financial statements.
4
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Condensed Income Statements
Three Month Periods Ended March 31, 1996 and 1995
(In Thousands Except Per Share Data)
(Unaudited)
1996 1995
Revenues:
Sales of oil and gas $ 12,145 $ 10,439
Interest and other income, net 458 548
__________ _________
12,603 10,987
__________ _________
Expenses:
Operating costs 3,814 4,860
Depreciation, depletion and amortization 1,627 1,701
Exploratory dry hole costs - 43
General and administrative 1,099 1,116
__________ _________
6,540 7,720
__________ _________
Income before income taxes 6,063 3,267
Provision for income taxes 2,202 1,057
__________ _________
Net income $ 3,861 $ 2,210
========== =========
Net income per share $ .18 $ .10
========== =========
Weighted average number of shares
of capital stock used to
calculate earnings per share 21,932 21,932
========== =========
Cash dividends per share $ .10 $ .10
========== =========
The accompanying notes are an integral part of these financial statements.
5
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Condensed Statements of Cash Flows
Three Month Periods Ended March 31, 1996 and 1995
(In Thousands)
(Unaudited)
1996 1995
Cash flows from operating activities:
Net income $ 3,861 $ 2,210
Adjustments to reconcile net income to
net cash provided by operating activities:
Depletion, depreciation and amortization 1,627 1,701
Other, net 600 343
_________ _________
Net working capital provided by operating
activities 6,088 4,254
(Increase) decrease in accounts receivable,
prepaid expenses and other (492) 2,308
Increase (decrease) in current liabilities 1,362 (1,850)
_________ _________
Net cash provided by operating activities 6,958 4,712
Cash flows from investing activities:
Capital expenditures (2,326) (2,821)
Purchase of short-term investments - (1,000)
Maturities of short-term investments 998 5,328
_________ _________
Net cash (used in) provided by
investing activities (1,328) 1,507
Cash flows from financing activities:
Dividends paid (2,193) (2,193)
_________ _________
Net cash used in financing activities (2,193) (2,193)
_________ _________
Net increase in cash and cash equivalents 3,437 4,026
Cash and cash equivalents at beginning of year 18,759 7,466
_________ _________
Cash and cash equivalents at end of period $ 22,196 $ 11,492
========= =========
Supplemental disclosures of cash flow information:
Income taxes paid $ 1,100 $ 200
========= =========
The accompanying notes are an integral part of these financial statements.
6
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Notes to Condensed Financial Statements
March 31, 1996
(Unaudited)
1. All adjustments which are, in the opinion of management, necessary for
a fair presentation of the Company's financial position at March 31, 1996
and December 31, 1995 and results of operations and cash flows for the
three month periods ended March 31, 1996 and 1995 have been included. All
such adjustments are of a normal recurring nature. The results of
operations and cash flows are not necessarily indicative of the results for
a full year.
2. The accompanying unaudited financial statements have been prepared on
a basis consistent with the accounting principles and policies reflected in
the December 31, 1995 financial statements. The December 31, 1995 Form
10-K should be read in conjunction herewith. The year-end condensed
balance sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles.
3. On December 25, 1993, the Company experienced a crude oil spill on its
PRC 735 State lease located in the West Montalvo field in Ventura County,
California. Working closely with the appropriate governmental agencies, the
Company substantially completed the clean-up of the spill in January 1994.
The Company negotiated a resolution of the state criminal investigation in
August 1994. Governmental investigations continue regarding potential civil
and federal criminal penalties, if any.
Management believes the Company has an adequate amount of insurance
coverage for the majority of the costs associated with the spill and has
received preliminary coverage letters from its insurance carriers tendering
coverage, subject to certain reservations. The Company estimates the total
cost of the spill, net of insurance reimbursement, to be a minimum of $3.3
million and a maximum of $5.1 million. The minimum amount was expensed by
the Company ($1.3 million in the second quarter of 1994 and $2 million in
1993). The costs incurred and estimated to be incurred in connection with
the spill not yet paid by the Company are included in current liabilities
at March 31, 1996, and the probable remaining minimum insurance
reimbursement is included in accounts receivable. As of March 31, 1996,
the Company had received approximately $8.1 million under its insurance
coverage as reimbursement for costs incurred and paid by the Company
associated with the spill.
7
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
The Company earned net income of $3.9 million during the first three
months of 1996, or $.18 per share, up 5% from $3.7 million, or $.17 per
share, earned during the fourth quarter of 1995, and up 80% from $2.2
million, or $.10 per share, earned during the first quarter of 1995.
Three Months Ended
Mar 31, Dec 31, Mar 31,
1996 1995 1995
Net Production - BOE per day 9,101 9,128 8,927
Average Sales Price per BOE $14.42 $12.63 $13.02
Operating Costs per BOE $ 4.61 $ 4.63 $ 6.05
Depreciation/Depletion per BOE $ 1.82 $ 1.83 $ 1.95
General and Administrative Expenses per BOE $ 1.33 $ 1.34 $ 1.39
Operating income from producing operations increased 28% and 70%,
respectively, to $6.8 million in the first quarter of 1996 from $5.3
million and $4.0 million in the three months ended December 31 and March
31, 1995.
This significant improvement in operating income from the fourth
quarter of 1995 was due to higher oil prices. The posted price per barrel
for the Company's 13 degree API gravity crude oil began 1996 at $13.25 and
increased to a high of $17.75 at the end of the first quarter. This
resulted in an average sales price/BOE of $14.42 in the first quarter of
1996, which was 14% higher than $12.63 received in the fourth quarter of
1995.
In addition to an 11% increase in the price received for oil and gas,
the operating income in the first quarter of 1996 was significantly higher
than the first quarter of 1995 due to lower operating costs and higher
production levels. Operating costs/BOE declined 24% from the 1995 quarter
due primarily to lower steam costs resulting from the acquisition of the
cogeneration plant in August 1995 and lower natural gas prices. Oil and
gas production increased 174 BOE/day due primarily to the workover of a
number of wells in the Montalvo field and the continuing benefit from the
1995 development program. The increase in production from the 1995 period
was actually higher since the Company sold its Rincon properties in
November 1995 which had contributed approximately 300 BOE/day to the
Company's production.
As part of its 1996 capital budget, the Company plans to drill and
complete 43 additional development wells on its Midway Sunset properties.
As of April 30, 1996, the Company has drilled and completed 21 of these
wells, the majority of which were placed on production late in the first
quarter. The Company is now seeing the effects of these new wells with
total companywide production increasing to a current level of approximately
9,500 BOE/day.
8
General and administrative expenses remained relatively flat at $1.1
million in all three quarters ended March 31, 1996, December 31, 1995 and
March 31, 1995. General and administrative expenses represented
approximately $1.33/BOE during the first quarter of 1996, down from $1.39
incurred in the first quarter of 1995 due to higher production volumes in
the 1996 period.
Liquidity and Capital Resources
Working capital at March 31, 1996 was $38.1 million, up from $36.5
million at December 31, 1995 and $37.5 million at March 31, 1995. Net cash
provided by operating activities was $7.0 million during the 1996 period,
up 49% from $4.7 million in the three month period ended March 31, 1995.
Funds were used for capital expenditures of $2.3 million which included the
drilling of 16 development wells in the Company's homebase properties in
the Midway Sunset field, and to pay dividends in the amount of $2.2
million.
Future Developments
President Clinton's administration has determined that there will be
no adverse impacts from the export of Alaska North Slope crude oil,
therefore, effective April 28, 1996, such exports are allowed. The long
term impact may be to reduce the differential between crude oil prices on
the West Coast and other parts of the country.
9
BERRY PETROLEUM COMPANY
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Exhibit 15 - Accountants' Awareness Letter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BERRY PETROLEUM COMPANY
/s/ Jerry V. Hoffman
Jerry V. Hoffman
President and
Chief Executive Officer
/s/ Ralph J. Goehring
Ralph J. Goehring
Chief Financial Officer
(Principal Financial Officer)
/s/ Donald A. Dale
Donald A. Dale
Controller
(Principal Accounting Officer)
Date: May 1, 1996
10
EXHIBIT 15. ACCOUNTANTS AWARENESS LETTER
COOPERS 350 South Grand Avenue telephone (213) 356-6000
& LYBRAND L.L.P. Los Angeles, CA 90071-3405 facsimile (213) 356-6363
April 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Berry Petroleum Company
Commission File No. 1-9735
We are aware that our report dated April 30, 1996 on our review of the
interim condensed financial statements of Berry Petroleum Company for the
three-month period ended March 31, 1996, and included in the Company's
quarterly report on Form 10-Q for the quarter then ended, is incorporated
by reference in the registration statements on Form S-8 (File No. 33-23326
and 33-61337). Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the registration statements
prepared or certified by us within the meaning of Sections 7 and 11 of that
Act.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International)
11
[ARTICLE] 5
[CIK] 0000778438
[NAME] BERRY PETROLEUM COMPANY
[MULTIPLIER] 1,000
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-START] JAN-01-1996
[PERIOD-END] MAR-31-1996
[CASH] 22,196
[SECURITIES] 14,698
[RECEIVABLES] 9,242
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 48,132
[PP&E] 140,504
[DEPRECIATION] 67,780
[TOTAL-ASSETS] 121,350
[CURRENT-LIABILITIES] 10,056
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 219
[OTHER-SE] 93,510
[TOTAL-LIABILITY-AND-EQUITY] 121,350
[SALES] 12,145
[TOTAL-REVENUES] 12,603
[CGS] 0
[TOTAL-COSTS] 5,441
[OTHER-EXPENSES] 1,099
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 6,063
[INCOME-TAX] 2,202
[INCOME-CONTINUING] 3,861
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 3,861
[EPS-PRIMARY] .18
[EPS-DILUTED] .18
