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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 June 30, 2001
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. Box 925, Taft, California 93268-0925
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (661) 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 June 30, 2001, was 21,136,325 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
JUNE 30, 2001
INDEX
PART I. Financial Information Page No.
Item 1. Financial Statements
Condensed Balance Sheets at
June 30, 2001 and December 31, 2000 3
Condensed Income Statements for the Three Month Periods
Ended June 30, 2001 and 2000 4
Condensed Income Statements for the Six Month Periods
Ended June 30, 2001 and 2000 5
Condensed Statements of
Comprehensive Income for the Six Month Periods
Ended June 30, 2001 and 2000 5
Condensed Statements of
Cash Flows for the Six Month Periods
Ended June 30, 2001 and 2000 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis
Of Financial Condition and Results of Operations 9
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
2
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets
(In Thousands, Except Share Information)
June 30, December 31,
2001 2000
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 32,706 $ 2,731
Short-term investments available for sale 589 582
Accounts receivable 29,993 26,420
Prepaid expenses and other 5,742 5,190
-------- --------
Total current assets 69,030 34,923
Oil and gas properties (successful efforts
basis), buildings and equipment, net 200,418 201,643
Other assets 936 1,793
-------- --------
$ 270,384 $ 238,359
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,328 $ 27,354
Accrued Liabilities 5,173 3,612
Federal and state income taxes payable 4,162 5,110
-------- --------
Total current liabilities 18,663 36,076
Long-term debt 66,000 25,000
Deferred income taxes 33,269 32,059
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; 21,136,325 shares issued and
outstanding at June 30, 2001 (21,134,667
at December 31, 2000) 211 211
Class B Stock, 1,500,000 shares
authorized;
898,892 shares issued and outstanding 9 9
(liquidation preference of $899)
Capital in excess of par value 53,765 53,686
Accumulated other comprehensive income - 441
Retained earnings 98,467 90,877
-------- --------
Total shareholders' equity 152,452 145,224
-------- --------
$ 270,384 $ 238,359
======== ========
The accompanying notes are an integral part of these financial statements.
3
BERRY PETROLEUM COMPANY
Part I. Financial Information
Item 1. Financial Statements
Condensed Income Statements
Three Month Periods Ended June 30, 2001 and 2000
(In Thousands, Except Per Share Information)
(Unaudited)
2001 2000
Revenues:
Sales of oil and gas $ 27,731 $ 26,467
Sales of electricity 1,316 9,969
Interest and other income, net 357 120
-------- --------
29,404 36,556
Expenses: -------- --------
Operating costs - oil and gas production 11,166 9,419
Operating costs - electricity generation 1,316 8,833
Depreciation, depletion and amortization 3,896 3,393
General and administrative 2,021 1,598
Interest 1,155 857
-------- --------
19,554 24,100
-------- --------
Income before income taxes 9,850 12,456
Provision for income taxes 2,875 3,562
-------- --------
Net income $ 6,975 $ 8,894
======== ========
Basic net income per share $ .32 $ .40
======== ========
Diluted net income per share $ .32 $ .40
======== ========
Cash dividends per share $ .10 $ .10
======== ========
Weighted average number of shares
of capital stock outstanding (used to
calculate basic net income per share) 22,034 22,029
Effect of dilutive securities:
Stock options 29 155
Other 21 11
-------- --------
Weighted average number of shares of
capital stock used to calculate
diluted net income per share 22,084 22,195
======== ========
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
Six Month Periods Ended June 30, 2001 and 2000
(In Thousands, Except Per Share Information)
(Unaudited)
2001 2000
Revenues:
Sales of oil and gas $ 58,428 $ 52,457
Sales of electricity 18,534 19,080
Interest and other income, net 979 267
-------- --------
77,941 71,804
Expenses: -------- --------
Operating costs - oil and gas production 22,171 17,805
Operating costs - electricity generation 17,970 16,263
Depreciation, depletion and amortization 8,675 6,705
General and administrative 3,938 4,308
Write-off of electricity receivables 6,645 -
Interest 2,312 1,792
-------- --------
61,711 46,873
-------- --------
Income before income taxes 16,230 24,931
Provision for income taxes 4,233 7,178
-------- --------
Net income $ 11,997 $ 17,753
======== ========
Basic net income per share $ .54 $ .81
======== ========
Diluted net income per share $ .54 $ .80
======== ========
Cash dividends per share $ .20 $ .20
======== ========
Weighted average number of shares
of capital stock outstanding (used to
calculate basic net income per share) 22,034 22,024
Effect of dilutive securities:
Stock options 36 151
Other 18 27
-------- --------
Weighted average number of shares of
capital stock used to calculate
diluted net income per share 22,088 22,202
======== ========
Condensed Statements of Comprehensive Income
Six Month Periods Ended June 30, 2001 and 2000
(in Thousands)
2001 2000
Net income $ 11,997 $ 17,753
Reclassification adjustment for realized
gains included in net income (441) -
-------- --------
Comprehensive income $ 11,556 $ 17,753
======== ========
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
Six Month Periods Ended June 30, 2001 and 2000
(In Thousands)
(Unaudited)
2001 2000
Cash flows from operating activities:
Net income $ 11,997 $ 17,753
Depreciation, depletion and amortization 8,674 6,705
Deferred income tax liability 1,210 2,656
Other, net (504) (63)
-------- --------
Net working capital provided by
operating activities 21,377 27,051
Increase in accounts receivable, prepaid
expenses and other (4,125) (6,083)
Increase (decrease) in current liabilities (17,413) 6,394
-------- --------
Net cash provided by (used in)
operating activities (161) 27,362
Cash flows from investing activities:
Capital expenditures (4,302) (9,767)
Property acquisitions (2,149) (3,034)
Other, net (6) 45
-------- --------
Net cash used in investing activities (6,457) (12,756)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 45,000 -
Payment of long-term debt (4,000) (10,000)
Dividends paid (4,407) (4,407)
-------- --------
Net cash provided by (used in)
financing activities 36,593 (14,407)
-------- --------
Net increase in cash and cash equivalents 29,975 199
Cash and cash equivalents at beginning of
year 2,731 980
-------- --------
Cash and cash equivalents at end of period $ 32,706 $ 1,179
======== ========
The accompanying notes are an integral part of these financial statements.
6
Berry Petroleum Company
Part I. Financial Information
Notes to Condensed Financial Statements
June 30, 2001
(Unaudited)
1. All adjustments which are, in the opinion of management, necessary for
a fair presentation of the Company's financial position at June 30, 2001
and December 31, 2000 and results of operations for the three and six
month periods ended June 30, 2001 and 2000 and cash flows for the six
month periods ended June 30, 2001 and 2000 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, 2000 financial statements. The December 31, 2000 Form
10-K and the March 31, 2001 Form 10-Q 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
accounting principles generally accepted in the United States of America.
3. The Company performed a review of its receivables due from electricity
sales. As of June 30, 2001, Southern California Edison Company (Edison)
owed the Company $14.5 million for sales from November 2000 forward.
Pacific Gas and Electric Company (PG&E), which filed for bankruptcy
protection on April 6, 2001, owed the Company $12.1 million related to
sales from December 2000 forward. The total due from both companies is
$26.6 million plus interest. The Company wrote-off $6.6 million of the
receivables in the first quarter of 2001 due to the bankruptcy of PG&E and
the potential insolvency of Edison. This amount was netted in "Increases
in accounts receivable, prepaid expenses and other" in the Condensed
Statements of Cash Flows. No further adjustment was deemed necessary at
June 30, 2001.
4. On June 14, 2001, the Company refired its 38MW and 18MW cogeneration
facilities in the Midway-Sunset field. The electricity sales contracts
with PG&E had been terminated by the Company on April 2, 2001. The
Company is now selling the electricity generated from these two plants on
the spot market to a creditworthy power marketer.
On June 29, 2001, the Company refired its 42MW cogeneration facility
in the Placerita field and entered into an interim agreement for the sale
of the electricity generated to Edison. On July 18, 2001, the Company's
previously terminated electricity sales contracts with Edison were
reinstated and amended to reflect revised pricing, a stay of litigation
against Edison which may last as long as 180 days and other modifications.
Under the terms of the amended sales agreements, Edison will pre-pay for
electricity deliveries which will eliminate credit risk for future sales.
The contracts will continue with their original termination dates: March,
2009 for Placerita I and May, 2002 for Placerita II. Concurrent with the
July 18, 2001 agreement with Edison, the Company entered into a three year
natural gas swap agreement effective August 2001 with a major gas marketer
for 5,000 Mmbtu per day such that gas provided to the facility for this
contract will be at a price which should result in steam produced at a
negligible cost to the Company.
7
Berry Petroleum Company
Part I. Financial Information
Item 1. Financial Statements
Notes to Condensed Financial Statements (cont'd)
June 30, 2001
(Unaudited)
5. In May 2001, the Company entered into a series of put and call crude
oil option contracts with a single counterparty, effectively creating a
zero cost collar, on 3,000 barrels per day covering the period June 1,
2001 through May 31, 2002. The options are designated as a cash flow
hedge and were obtained to protect the Company from a severe decline in
crude oil prices on a portion of its production. At June 30, 2001, no
amount was owed either party under these options. However, due to the
change in the fair value of the instruments, per the requirements of
Statement of Financial Accounting Standards (FAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and subsequent amendments,
the Company recorded a pre-tax gain of $1.1 million at June 30, 2001.
This amount was recorded in "Prepaid expenses and other" on the Condensed
Balance Sheet, "Increases in accounts receivable, prepaid expenses and
other" in the Condensed Statements of Cash Flows and "Sales of oil and
gas" on the Condensed Income Statement and represented $.91 per barrel of
oil equivalent for the three month period ended June 30, 2001.
6. In June 2001, the Financial Accounting Standards Board issued FAS No.
141, "Business Combinations," and No. 142, "Goodwill and Other Tangible
Assets". FAS 141 is effective for business combinations completed after
June 30, 2001 and FAS 142 is effective for fiscal year 2002.
Implementation of these standards is not expected to have a material
impact on the Company's financial position or results of operations.
8
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 $7.0 million, or $.32 per share,
on revenues of $29.4 million in the second quarter of 2001, down 21%
from $8.9 million, or $.40 per share, on revenues of $36.6 million in
the second quarter of 2000, but up 40% from $5.0 million, or $.23 per
share, on revenues of $48.5 million in the first quarter of 2001. For
the six months ended June 30, 2001, the Company earned $12.0 million, or
$.54 per share, on revenues of $77.9 million, down 33% from $17.8 million,
or $.81 per share, on revenues of $71.8 million for the first
six months of 2000. The Company wrote-off $6.6 million (pre-tax) of
receivables due from electricity sales in the first quarter of 2001. If
this had not occurred, net income for the first six months of 2001 would
have been $16.2 million, or $.74 per share.
Three Months Ended Six Months Ended
June 30, March 31, June 30, June 30, June 30,
2001 2001 2000 2001 2000
Volumetrics:
Net Production - BOE per day 13,611 15,289 14,494 14,445 14,396
Electric Power Produced -
Megawatt hours per day 224 1,089 1,935 654 1,978
Per BOE Data:
Realized sales price (1) $21.14 $22.19 $20.19 $21.83 $20.09
Operating costs (2) 8.57 8.00 6.66 8.05 6.34
Production taxes .45 .41 .48 .43 .46
----- ----- ----- ----- -----
Total operating costs 9.02 8.41 7.14 8.48 6.80
Depreciation/Depletion (DD&A) 3.15 3.47 2.57 3.32 2.56
General & administrative
expenses(G&A) 1.63 1.39 1.21 1.51 1.64
Interest expense .93 .84 .65 .88 .69
Other:
Fuel gas cost per Mmbtu 10.54 14.15 3.58 14.00 3.11
(1) Excludes unrealized hedging gains of $.91 and $.42 for the three
and six months ended June 30, 2001, respectively.
(2) Includes monthly expenses in excess of monthly revenues from
cogeneration operations of $2.32, $1.29 and $.47 for the second quarter
of 2001, the first quarter of 2001 and the second quarter of 2000,
respectively. For the first six months of 2001 and 2000, respectively,
these expenses represent $1.78 and $.30.
9
Operating income from oil and gas sales was $12.8 million in
the second quarter, down 7% from $13.8 million in the second
quarter of 2000 and down 15% from $15.0 million in the first
quarter of 2001. The decrease from the second quarter of 2000
was primarily related to higher operating costs and lower
production, partially offset by higher realized crude oil prices.
The decrease from the first quarter of 2001 was due to an 11%
decline in BOE production volumes.
The largest component in the increase in operating costs in
the second quarter of 2001 compared to the second quarter of 2000
was higher steam costs. The largest contributing factor to this
increase was high fuel costs in the 2001 period. The average
cost of fuel gas in the second quarter of 2001 was $10.54/Mmbtu,
194% higher than $3.58/Mmbtu in the second quarter of 2000. In
June, the Company refired its three cogeneration plants and began
selling a portion of the electricity generated in the open market
where the cost of natural gas used as fuel for the plants was far
higher than the offsetting price of electricity sold. However,
the conditions responsible for higher steam costs have improved
since the end of the quarter. Fuel gas has dropped to a level
under $4.00/Mmbtu and the electricity sales contracts at our
Placerita facility have been reinstated on terms which will
result in negligible steam costs. In addition, the lower fuel
gas costs will lower the cost of steam at the Company's core Kern
County properties.
Oil and gas production (BOE per day) in the second quarter
was 13,611, down 6% from 14,494 in the second quarter of 2000 and
11% from 15,289 in the first quarter of 2001. Production for the
six months ended June 30, 2001 was 14,445, comparable to 14,396
in the same period of 2000. The declines in the second quarter
of 2001 compared to the second quarter of 2000 and the first
quarter of 2001 were due to the effect of the reduction in steam
injection occurring in the first quarter of 2001 and persisting
through most of the second quarter. Total steam injected in the
second quarter of 2001 of 9,519 barrels per day (B/D) was down
83% from the second quarter of 2000. For the first six months of
2001, total steam injection of 16,385 B/D was down 70% from the
first six months of 2000. In the first quarter of 2001, the
Company was forced to shut-in its cogeneration plants due to the
non-payment by the utility companies for its electricity sales
and shut-in the majority of its conventional steam generators due
to the high natural gas prices in California. With the refiring
of the Company's cogeneration plants in June and gas prices
returning to a level that makes conventional steaming economic,
it is anticipated that steam quantities in the third quarter will
be much higher than the second quarter and the production decline
will be reversed. However, due to the "lag" time required
between the date of injection and realization of the resulting
production, it is anticipated that the production level will be
fairly flat in the third quarter and increasing in the fourth
quarter of this year and in 2002.
The average sales price per barrel of crude oil actually
realized by the Company in the second quarter was $21.14 compared
to $20.19 in the second quarter of 2000 and $22.19 in the first
quarter of 2001. After the effect of hedging, the sales price
reported in the second quarter of 2001 was $22.05.
In May 2001, the Company entered into a series of put and
call crude oil option contracts on 3,000 barrels/day covering the
period June 1, 2001 through May 31, 2002. The purpose of the
options was to protect the Company from a severe decline in crude
oil prices on a portion of its production. At June 30, 2001, no
amount was due either party under these contracts. However, due to
10
the change in the fair value of the instruments, per the
requirements of Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging
Activities," the Company recorded a noncash gain of $1.1 million
at June 30, 2001 in "Sales of oil and gas" representing $.91 per
BOE for the three month period.
DD&A was $3.9 million, or $3.15/BOE, in the second quarter,
up from $3.4 million, or $2.57/BOE, in the second quarter of
2000, but down from $4.8 million, or $3.47/BOE, in the first
quarter of 2001. The increase in the second quarter of 2001 from
the second quarter of 2000 was due to the higher DD&A resulting
from the capital costs incurred in the year 2000 capital
development program. The decrease from the first quarter of 2001
was due primarily to the $.7 million write-off in the first
quarter of the unamortized costs of the Company's electricity
sale contracts.
G&A was $2.0 million in the second quarter, up from $1.6
million in the second quarter of 2000 and $1.9 million in the
first quarter of 2001. Legal expenses increased to $.5 million
in the second quarter, up $.3 million, or 150% from the second
quarter of 2000. The increase in legal fees relates to the non-
payment by the two utility companies for the Company's
outstanding electricity sales and contract termination and
regulatory issues. G&A was $3.9 million for the six
months ended June 30, 2001, down from $4.3 million in the first
six months of 2000. The Company had incurred unusually high
legal expenses in early 2000 related to a lawsuit which was
settled in March 2000.
The most significant challenge faced by the Company at March
31, 2001 was to re-establish steam and electricity output from
its cogeneration facilities. As of June 30, 2001, the Company's
three cogeneration facilities were running at full capacity with
the exception of one 9 megawatt turbine at the Company's 18
megawatt facility which was down for mechanical repairs. This
turbine is expected to be back online by the middle of August,
2001.
The Company's ability to re-enter the California electricity
market can be traced to several actions taken by the Company. On
June 14, 2001, the Company refired its two Kern County
cogeneration facilities which generate approximately 56 megawatts
per hour of electricity. This was possible due to the
termination of the Company's existing qualified facility
contracts with Pacific Gas and Electric Company (PG&E) before
they filed for bankruptcy protection and the establishment of a
spot market based contract with a creditworthy power marketer.
This action satisfies the short-term needs for steam on our Kern
County properties, however, due to volatile prices, management
continues to explore possibilities for long-term power sales
arrangements. The restart of these facilities also resulted in
injection of approximately 20,000 barrels of steam per day into
the Company's Midway-Sunset reservoir which should stem the
recent decrease in production rates on these properties. On June
27, 2001, Berry entered into an interim agreement with Southern
California Edison Company (Edison) allowing for the refiring of
the Company's cogeneration facility at Placerita. On July 18,
2001, the Company's previously terminated electricity sales
contracts with Edison were reinstated and amended to reflect
revised pricing, a stay of litigation against Edison which may
last as long as 180 days and other modifications. Berry operates
two turbines in the Placerita area, each of which has a Standard
Offer 2 contract with Edison with different termination dates.
One contract will expire in May 2002 with prices based on natural
gas prices at the Southern California border (SoCal). The second
contract will expire in March 2009 and has a five-year fixed
price energy component of $53.70 per megawatt hour plus capacity. The
11
Company has locked-in its cost of gas on this fixed price
contract for the next three years. After five years, the energy
portion of the price reverts to a price based on the spot price
of natural gas at SoCal. After the contracts expire, it is
anticipated that the electricity produced will either be sold
under a new long-term contract or on the open market.
Under the terms of the amended sales agreements, until such
time as the Company is paid in full on the receivable from
Edison, Edison will pre-pay for electricity deliveries which will
eliminate credit risk on future sales.
The Company experienced an effective tax rate of 29% in the
second quarter of 2001 and 26% in the first six months of 2001
compared to 29% in the same 2000 periods. The Company
anticipates that its effective tax rate will remain well
below the combined federal and state statutory rate due to the
Company's significant investment in numerous enhanced oil
recovery projects.
Liquidity and Capital Resources
Working capital at June 30, 2001 was $50.4 million, up from
$(1.2) million at December 31, 2000 and $8.3 million at June 30,
2000. Net cash used in operations for the six months ended June
30, 2001 was $.2 million, down substantially from $27.4 million
provided by operations in the first six months of 2000. Cash
provided by operations was $12.1 million for the second quarter
of 2001, up from $12.3 million used in operations for the first
quarter of 2001. The largest factors in the decrease in cash
flow from operations for the first six months of 2001 from the
same period in 2000 were the nonpayment by PG&E and Edison on
electricity sales totaling $26.6 million, the payment of an
annual revenue sharing royalty of $9.4 million, lower production
levels and higher natural gas costs. Other uses of cash were
$4.4 million in dividends, $4.3 million in capital expenditures,
$2.1 million in acquisitions and $4.0 million in long-term debt
reduction. In July 2002, the Company reduced its debt by an
additional $13 million.
The Company executed a record capital program in 2000 and
planned a similar outlay for 2001. The Company originally
planned a capital budget of $25 million for 2001, however, due to
the restraints placed on Berry's operating capabilities by PG&E
and Edison's non-payment for electricity sales and extremely high
natural gas prices in California, management postponed much of
the capital program until electricity generation and steaming
operations resumed. With the resumption of its cogeneration
operations in June, the Company now anticipates a total 2001
capital program of $16 million which will include the drilling of
a total of 25 new wells and the workover of 50 existing wells on
its Midway-Sunset, Placerita and Montalvo properties. The
Company is also participating as a 15.8% interest owner in the
drilling of 55 new gas wells in the South Joe Creek field in the
Powder River Basin in Wyoming.
For 2001, the Company has maintained its $150 million
borrowing base under its credit facility, and anticipates
reducing its outstanding borrowings ($53 million as of July 31,
2001) significantly by year-end 2001.
12
Forward Looking Statements
"Safe harbor under the Private Securities Litigation Reform Act
of 1995": With the exception of historical information, the
matters discussed in this Form 10-Q are forward-looking
statements that involve risks and uncertainties. Although the
Company believes that its expectations are based on reasonable
assumptions, it can give no assurance that its goals will be
achieved. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
herein include, but are not limited to, the timing and extent of
changes in commodity prices for oil, gas and electricity, So Cal
border pricing for natural gas, pipeline capacity for natural gas
to and within California, a limited marketplace for electricity
purchases and sales within California, competition, environmental
risks, litigation uncertainties, drilling, development and
operating risks, uncertainties about the estimates of reserves,
the prices of goods and services, the availability of drilling
rigs and other support services and government actions in the
form of judicial decisions, legislation, and decisions and
regulations of the California Public Utilities Commission, the
Federal Energy Regulatory Commission and other government agencies.
BERRY PETROLEUM COMPANY
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting, which was held at the Company's corporate
offices on May 17, 2001, nine incumbent directors were re-elected. The
results of voting as reported by the inspector of elections are noted below:
1. There were 22,033,547 shares of the Company's capital stock issued,
outstanding and entitled to vote as of the record date, March 12, 2001.
2. There were present at the meeting, in person or by proxy, the holders of
20,305,473 shares, representing 92.16% of the total number of shares
outstanding and entitled to vote at the meeting, such percentage
representing a quorum.
PROPOSAL ONE: Election of Directors
PERCENT OF WITHHOLD
NOMINEE FOR VOTES QUORUM VOTES AUTHORITY
CAST
William F. Berry 20,280,902 99.88% 24,571
Ralph B. Busch, III 20,252,821 99.74% 52,652
William E. Bush, Jr. 20,280,105 99.88% 25,368
J. Herbert Gaul, Jr. 20,279,305 99.87% 26,168
John A. Hagg 20,282,105 99.88% 23,368
Jerry V. Hoffman 18,797,600 92.57% 1,507,873 (1)
Thomas J. Jamieson 20,281,105 99.88% 24,368
Roger G. Martin 20,281,102 99.88% 24,371
Martin H. Young, Jr. 20,282,105 99.88% 23,368
Percentages are based on the shares represented and voting at
the meeting in person or by proxy.
(1) The larger number of withheld authority votes for Jerry V. Hoffman
were largely the result of institutional votes based on the
recommendation to withhold authority for Mr. Hoffman from the proxy
service firm, Institutional Shareholder Services (ISS). ISS recommended
that the votes for Mr. Hoffman be withheld based solely on the fact that
he is a member of the Nominating and Corporate Governance Committee as
well as the Chief Executive Officer and President of the Company.
14
BERRY PETROLEUM COMPANY
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
None
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
Chairman, President and
Chief Executive Officer
/s/ Ralph J. Goehring
Ralph J. Goehring
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Donald A. Dale
Donald A. Dale
Controller
(Principal Accounting Officer)
Date: August 7, 2001
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