SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 6, 2003 Berry Petroleum Company (Exact name of registrant as specified in its charter) Delaware 1-9735 77-0079387 (State or other (Commission IRS Employer jurisdiction of File Number) Identification No. incorporation) 5201 Truxtun Avenue, Suite 300 Bakersfield, CA 93309 (Address of principal executive offices) Registrant's telephone number, including area code (661) 616-3900 N/A (Former name or former address, if changed since last report)1 Item 7. Financial Statements and Exhibits (c) Exhibits 99 Press Release of Berry Petroleum Company dated November 6, 2003. Item 12. Results of Operations and Financial Condition The information in this Current Report, including the attached Exhibit,shall not be deemed "filed' for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended. On November 6, 2003, Berry Petroleum Company, a Delaware corporation, issued a press release announcing the Company's financial results for the three months and nine months ended September 30, 2003, a copy of which is attached as Exhibit 99. SIGNATURE 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 By /s/ Kenneth A. Olson Name: Kenneth A. Olson Title: Corporate Secretary and Treasurer November 7, 2003
2
News Release Berry Petroleum Company Phone (661) 616-3900 5201 Truxtun Avenue, Suite 300 E-mail: ir@bry.com Bakersfield, California 93309-0640 Internet:www.bry.com Contacts: Jerry V. Hoffman, Chairman, President and CEO Ralph J. Goehring, SVP & CFO BERRY PETROLEUM EARNS $.36 PER SHARE IN THIRD QUARTER 2003 Bakersfield, CA - November 6, 2003 - Berry Petroleum Company (NYSE:BRY) announced net income of $8 million, or $.36 per diluted share for the third quarter ended September 30, 2003, up 5% compared to net income of $7.6 million, or $.35 per diluted share for the same period in 2002. Earnings were higher due to increased production and higher crude oil prices. Oil and gas production, including the recent Brundage Canyon acquisition, was a record 16,482 barrels of oil equivalent per day (BOE/day) in the third quarter of 2003, up 14% from 14,464 BOE/day in the same 2002 period. The third quarter production, before any benefit from Brundage Canyon, was 15,782 BOE/day, also a record, and up slightly from the second quarter 2003 production of 15,397 BOE/day. Berry expects to average approximately 16,600 BOE/day for the year, which is a 15% increase over 2002. Jerry V. Hoffman, Chairman, President and Chief Executive Officer, stated, "The third quarter results benefited from increased production on our California properties and our first month of production from Brundage Canyon. We anticipate an excellent fourth quarter based on the expected results of our drilling program currently underway at this new core property, with 11 of our 26 planned wells already drilled as of October 26. The integration of the Brundage Canyon asset is going well with current production at 2,100 BOE/day. Our current company-wide production is 19,000 BOE/day. In 2004 we are targeting average production of above 20,000 BOE/day which approximates a 20% increase over 2003." Total operating costs in the third quarter were $10.90 per BOE, up from $8.57 per BOE in the same 2002 period, but down from $11.15 per BOE in the second quarter of 2003. Operating costs were higher in the third quarter of 2003 compared to the same period in 2002 due to higher steam costs caused by higher natural gas prices and higher injected steam volumes. Natural gas, the largest cost component of steam costs, averaged $4.75 per MMBtu (millions of British thermal unitss) in the third quarter of 2003, down slightly from the second quarter of 2003, but 57% higher than the average cost of $3.02 per MMBtu in the third quarter of 2002. The Company expects operating costs per BOE to decrease slightly in the fourth quarter and to trend below $10.00 in 2004 assuming natural gas prices remain at current levels. The average sales price received, including hedging gains or losses, per BOE for the third quarter of 2003, was $22.07, up 5% from the $21.03 received in the comparable 2002 period. Hoffman added, "We are formulating our capital budget for 2004, but preliminarily, we anticipate a budget between $45 and $55 million for development and an unspecified amount for acquisitions. We continue to pursue growth opportunities in California, the Rockies and the Mid- Continent." Nine-Month Results Net income rose to $23.7 million, or $1.08 per diluted share, for the nine months ended September 30, 2003, up 3% compared to $23 million, or $1.05 per diluted share, for the same period in 2002. Results in 2003 include the pre-tax write-off of $2.5 million for the cost of a pilot project and associated leasehold acreage in Kansas, while results in 2002 include a pre-tax gain on the recovery of $3.6 million in receivables for electricity sales that were written off by the Company in 2001. Production volumes rose 13% to 15,874 BOE/day in the nine months ended September 30, 2003 from 14,110 BOE/day in the comparable 2002 period. The average sales price received per BOE was $22.45 for the nine months ended September 30, 2003, up 18% from $19.02 per BOE received in the comparable 2002 period. Operating costs rose 33% from $7.89/BOE to $10.46/BOE due to a 79% increase in the cost of natural gas and a 6 % increase in steam injection volumes. Ralph J. Goehring, Senior Vice President and Chief Financial Officer, said, "Our nine-month earnings are very strong, and after considering non-recurring items in both 2002 and 2003, our 2003 earnings performance is much improved over 2002. Our pre-tax cash margin per BOE for the nine months ended September 30, 2003 was $10.26, up 10% from $9.31 in the comparable 2002 period. We define 'pre-tax cash margin per BOE' as the average realized price received less total operating costs, G&A and interest expenses. Given that crude oil and natural gas prices stay near the current levels, Berry is on track to achieve strong results in 2003." Teleconference Call An earnings conference call will be held Friday, November 7, 2003 at 8:00 a.m. PT. Dial 1-800-218-0204 to participate. International callers may dial 303-262-2075. For a digital replay available until November 21, dial 1-800-405-2236 (passcode 556574#). Listen live or via replay on the web at www.bry.com. Transcripts of this and previous calls may be viewed at www.bry.com/tele.htm. Berry Petroleum Company is a publicly traded independent oil and gas production and exploitation company with its headquarters in Bakersfield, California. "Safe harbor under the Private Securities Litigation Reform Act of 1995": With the exception of historical information, the matters discussed in this news release 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, gas transportation availability, a limited marketplace for electricity 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, legislative and/or judicial decisions and other government regulations. CONDENSED INCOME STATEMENTS (In thousands, except per share data) (unaudited) Three Months Nine Months 9/30/03 9/30/02 9/30/03 9/30/02 ------- ------- ------- ------- Revenues: Sales of oil and gas $33,466 $28,044 $97,286 $73,289 Sales of electricity 11,120 7,172 34,385 20,963 Interest and other income, net 350 71 597 1,616 ------- ------- ------- ------- Total 44,936 35,287 132,268 95,868 Expenses: Operating costs - oil and gas 16,533 11,402 45,343 30,381 Operating costs - electricity 11,120 7,172 34,385 20,631 Depreciation, depletion & amortization 5,167 4,126 14,350 12,396 General and administrative 2,002 2,277 6,663 6,171 Recovery of electricity receivables - - - (3,631) Dry hole and abandonment - - 2,487 - Interest 368 179 845 863 ------- ------- ------- ------- Total 35,190 25,156 104,073 66,811 Income before income taxes 9,746 10,131 28,195 29,057 Provision for income taxes 1,711 2,544 4,473 6,023 ------- ------- ------- ------- Net income $ 8,035 $7,587 $23,722 $23,034 ------- ------- ------- ------- ------- ------- ------- ------- Basic net income per share $ .37 $ .35 $ 1.09 $ 1.06 Diluted net income per $ .36 $ .35 $ 1.08 $ 1.05 share Cash dividends per share $ .11 $ .10 $ .36 $ .30 Weighted average common shares: Basic 21,776 21,746 21,766 21,738 ------- ------- ------- ------- Diluted 22,065 21,945 21,917 21,927 ------- ------- ------- ------- CONDENSED BALANCE SHEETS (In thousands) (unaudited) 9/30/03 12/31/02 -------- -------- Assets Current assets $36,174 $28,705 Property, buildings & equipment, net 283,038 228,475 Other assets 2,228 893 -------- -------- $321,440 $258,073 -------- -------- -------- -------- Liabilities & Shareholders' Equity Current liabilities $34,015 $32,394 Deferred taxes 37,367 33,866 Long-term debt 55,000 15,000 Other long-term liabilities 7,641 4,755 Shareholders' equity 187,417 172,058 -------- -------- $321,440 $258,073 -------- -------- -------- -------- CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) Nine Months 9/30/03 9/30/02 -------- -------- Cash flows from operating activities: Net income $23,722 $23,034 Depreciation, depletion & 14,350 12,396 amortization Dry hole and abandonment 2,517 (474) Deferred income tax liability 3,501 1,414 Other, net (291) 216 Net changes in operating assets and liabilities (3,810) 5,368 -------- -------- Net cash provided by operating activities 39,989 41,954 Net cash used in investing activities (70,375) (22,571) Net cash provided by (used in) financing activities 31,088 (18,760) -------- -------- Net increase in cash and cash equivalents 702 623 Cash and cash equivalents at beginning of year 9,866 7,238 -------- -------- Cash and cash equivalents at end of period $10,568 $7,861 -------- -------- -------- -------- COMPARATIVE OPERATING STATISTICS (unaudited) Three Months Nine Months 9/30/03 9/30/02 Change 9/30/03 9/30/02 Change ------- ------- ------ ------- ------- ------ Oil and gas: Net production-BOE 16,482 14,464 +14% 15,874 14,110 +13% per day Per BOE: Average realized $22.07 $21.03 +5% $22.45 $19.02 +18% sales price Operating costs 10.21 8.06 +27% 9.88 7.35 +34% Production taxes .69 .51 +35% .58 .54 +7% ------- ------- ------ ------- ------- ------ Total operating 10.90 8.57 +27% 10.46 7.89 +33% costs Depreciation & 3.41 3.10 +10% 3.31 3.22 +3% depletion General & admin. expenses 1.32 1.71 -23% 1.54 1.60 -4% Interest expense .24 .13 +85% .19 .22 -14% Electricity: Electric power produced Megawatt hours/day 2,127 2,088 +2% 2,100 2,025 +4% Electric power sold - Megawatt hours/day 1,937 1,918 +1% 1,912 1,852 +3% Average sales price - 60.12 37.59 +60% 65.38 38.54 +70% $/Mwh Natural gas cost - $/MMBtu 4.75 3.02 +57% 5.06 2.83 +79% # # #