BRY 12.31.2012 8-K (10-K)


UNITED STATES
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): February 28, 2013
 
BERRY PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-9735
 
77-0079387
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
1999 Broadway, Suite 3700, Denver, Colorado
 
80202
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (303) 999-4400
 
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On February 28, 2013, Berry Petroleum Company (the “Company”) issued a news release announcing its financial and operational results for the fourth quarter and year ended December 31, 2012. These results are discussed in the news release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits.
 
EXHIBIT
NUMBER
 
DESCRIPTION
 
99.1

 
News Release by Berry Petroleum Company dated February 28, 2013 titled "Berry Petroleum Reports 2012 Results" announcing the Registrant's results for the fourth quarter and year ended December 31, 2012.
 
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 hereto duly authorized.
 
 
 
BERRY PETROLEUM COMPANY
 
 
 
By:
/s/ Davis O. O’Connor
 
 
Davis O. O’Connor
 
 
Corporate Secretary
 
 
Date: February 28, 2013



Exhibit 99.1 12.31.2012 (10-K)


Exhibit 99.1
Berry Petroleum Company News
 
Berry Petroleum Reports 2012 Results

Denver, Colorado - (BUSINESS WIRE) - February 28, 2013 - Berry Petroleum Company (NYSE: BRY) reported net earnings of $172 million, or $3.09 per diluted share, for 2012. After considering certain items, adjusted net earnings were $168 million, or $3.02 per diluted share. Oil and gas revenues were $937 million and discretionary cash flow for the year totaled $502 million, with net cash provided by operating activities of $501 million.

Berry's 2012 production averaged 36,402 BOE/D, and fourth quarter production averaged 39,500 BOE/D. The Company's oil production averaged 27,393 BOE/D in 2012, up 11% from 2011. Berry's oil mix increased from 70% of production in 2011 to 75% of production in 2012. The continued shift toward oil growth, combined with sales of the Company's California heavy oil at a $9 average premium to WTI, raised corporate operating margins from $45 per BOE in 2011 to $49 per BOE in 2012.

For 2012 and 2011, Berry's average net production in BOE per day was as follows:


 
 
2012 Production
 
2011 Production
Oil (BOE/D)
 
27,393

 
75
%
 
24,771

 
70
%
Natural gas (BOE/D)
 
9,009

 
25
%
 
10,916

 
30
%
Total (BOE/D)
 
36,402

 
100
%
 
35,687

 
100
%


Total Proved Reserves of 275 MMBOE; 38 MMBOE of oil additions
Proved oil and gas reserves were estimated at 275 million BOE at December 31, 2012. The company added a total of 38 million BOE of proved reserves at its oil properties in 2012 and removed 24 million BOE of reserves at its gas properties. Proved oil reserves were up 10% to 204 million barrels with oil reserves increasing to 74% of total reserves, compared to 68% of total reserves in 2011. Proved developed reserves increased to 55% of total reserves from 53% in 2011. Reserve growth in 2012 was driven by activity in Berry's three oil basins, which comprise 82.5% of proved reserves, with 46% in California, 23% in the Permian basin and 13% in the Uinta. The Company's natural gas reserves declined 24 million BOE in 2012, or 33% from 2011 levels, due to low natural gas prices and the SEC's 5-year rule.







Contact: Berry Petroleum Company
Investors and Media
1999 Broadway, Suite 3700
Zach Dailey, 1-303-999-4071
Denver, Colorado 80202
Shawn Canaday, 1-303-999-4000
 
 
Internet: www.bry.com
SOURCE: Berry Petroleum Company













 
 
Fourth Quarter 2012
 
Third Quarter 2012
Oil (BOE/D)
 
30,649

 
78
%
 
27,493

 
76
%
Natural gas (BOE/D)
 
8,851

 
22
%
 
8,793

 
24
%
Total (BOE/D)
 
39,500

 
100
%
 
36,286

 
100
%


Fourth Quarter 2012: Production of 39,500 BOE/D, Adjusted Earnings of $0.69 Per Share, and Discretionary Cash Flow of $126 million

For the fourth quarter of 2012, the Company reported net earnings of $38 million, or $0.69 per diluted share. After considering certain items, adjusted net earnings were $38 million, or $0.69 per diluted share. Oil and natural gas sales were $249 million during the quarter. Discretionary cash flow for the quarter totaled $126 million, and net cash provided by operating activities totaled $110 million. Operating margin was approximately $47 per BOE, supported by sales of our California oil at a $10 average premium to WTI.

Production in the fourth quarter of 2012 was 39,500 BOE/D, up 9% from the third quarter of 2012. The Company's oil production in the fourth quarter was 30,649 BOE/D, up 11% from the third quarter of 2012.

In the fourth quarter, production from the Company's Uinta properties averaged 7,500 BOE/D, 26% higher than the third quarter. The commingled Green River / Wasatch vertical wells continued targeting higher oil potential areas and saw improving results, especially from some locations in the acreage acquired during the third quarter of 2012.
Fourth quarter Permian production averaged 7,965 BOE/D, approximately 16% higher than the third quarter. The Company drilled a number of strong wells in northeastern Ector County, and also saw temporary production increase from operational improvements made in the field.
In the fourth quarter, production from the Diatomite asset averaged 3,855 BOE/D, up 10% from the third quarter of 2012. Fourth quarter production from the New Steam Floods projects averaged 2,130 BOE/D, up 11% from the third quarter. The legacy South Midway properties produced an average of 13,070 BOE/D in the fourth quarter, up 3% from third quarter levels, as positive steam flood response translated to increased production.
In the fourth quarter, the Company's natural gas assets in the Piceance and East Texas declined 7% sequentially with no capital investment.

Teleconference Call
Berry will not host the conference call previously announced for Thursday, February 28, 2013 at 10:00 a.m. MST (12:00 p.m. EST). However, Berry expects to file its Annual Report on Form 10-K with the Securities and Exchange Commission within the week.


















Reserve Quantities

 
2012
 
Oil
MBOE
 
Natural Gas
MMcf
 
MBOE
Total proved reserves:
 
 
 
 
 
Beginning of year
185,880

 
534,279

 
274,926

Revision of previous estimates
12,145

 
(205,845
)
 
(22,162
)
Extensions and discoveries
8,459

 
100,129

 
25,148

Property sales
(556
)
 

 
(556
)
Production
(10,024
)
 
(19,784
)
 
(13,321
)
Purchase of reserves in place
8,304

 
16,740

 
11,094

End of year
204,208

 
425,519

 
275,129

 
 
 
 
 
 
Proved developed reserves
118,937

 
187,668

 
150,216

Proved undeveloped reserves
85,271

 
237,851

 
124,913

Total proved reserves
204,208

 
425,519

 
275,129


Reserve Quantities by Property (MMBOE)

Name, State
Proved
Reserves
 
Proved
Developed
Reserves
 
Proved
Undeveloped
Reserves
S. Midway, CA
56.5

 
50.3

 
6.2

N. Midway—Diatomite, CA
55.3

 
32.6

 
22.7

N. Midway—New Steam Floods, CA
15.4

 
6.9

 
8.5

Permian, TX
63.0

 
21.5

 
41.5

Uinta, UT
36.8

 
16.2

 
20.6

E. Texas
13.4

 
13.4

 

Piceance, CO
34.7

 
9.3

 
25.4

Totals
275.1

 
150.2

 
124.9


Non-GAAP Financial Measures

This press release includes discussion of “discretionary cash flow,” “adjusted net earnings,” “operating margin per BOE,” and “Pre-tax PV10,” each of which are “non-GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934, as amended. Discretionary cash flow consists of cash provided by operating activities before changes in working capital items. The Company uses discretionary cash flow as a measure of liquidity and believes it provides useful information to investors because it assesses cash flow from operations for each period before changes in working capital, which fluctuates due to the timing of collections of receivables and the settlements of liabilities. Adjusted net earnings consists of net earnings before non-cash derivatives gains (losses), oil and natural gas property impairments and charges related to the extinguishment of debt. The Company believes that adjusted net earnings is useful for evaluating the Company's operational performance from oil and natural gas properties. Operating margin per BOE consists of oil and natural gas revenues less oil and natural gas operating expenses and production taxes divided by the total BOEs produced during the period. The Company uses operating margin per barrel as a measure of profitability and believes it provides useful information to investors because it relates the Company's oil and natural gas revenue and oil and natural gas operating expenses to its total units of production providing a gross margin per unit of production, allowing investors to evaluate how the Company's profitability varies on a per unit basis each period. Pre-tax PV10 is defined as standardized measure before the present value of the Company's future net revenues before income taxes discounted at 10%. The Company believes that pre-tax PV10 is helpful to investors because it is a widely used industry standard and is helpful when comparing the Company's asset base and performance to other comparable oil and natural gas exploration and production companies. These measures should not be considered in isolation or as a substitute for their most directly comparable GAAP measures. Other companies calculate non-GAAP measures differently and, therefore, the non-GAAP measures presented in this release may not be comparable to similarly titled measures used by other companies.






Reconciliation of Non-GAAP Financial Measures

 
 
 
 
 
Discretionary Cash Flow ($ millions)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/2012
 
12/31/2012
Net cash provided by operating activities
 
$
109.8

 
$
501.4

Net increase (decrease) in current assets
 
10.8

 
13.0

Net decrease (increase) in current liabilities including book overdraft
 
5.6

 
(32.7
)
Cash premiums for repurchases of notes
 

 
34.7

Cash settlements from early termination of natural gas derivatives
 

 
(14.7
)
Discretionary cash flow
 
$
126.2

 
$
501.7


Adjusted Net Earnings ($ millions)
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
12/31/2012
 
12/31/2012
Adjusted net earnings
$
38.2

 
$
167.7

After tax adjustments:
 

 
 
Non-cash derivative loss
1.0

 
22.9

Legal Matter
(0.1
)
 
(1.8
)
Dry hole expense
(8.6
)
 
(9.3
)
Extinguishment of debt and other
0.8

 
(25.6
)
Research and development credit
7.2

 
7.2

Gain on sale of assets

 
1.1

Cash settlements from early termination of natural gas derivatives
$

 
$
9.3

Net earnings, as reported
$
38.5

 
$
171.5


Operating Margin Per BOE
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/2012
 
12/31/2012
Average sales price including cash derivative settlements
 
$
72.47

 
$
72.18

Operating cost—oil and natural gas production
 
23.35

 
20.43

Production taxes
 
2.57

 
2.96

Operating margin
 
$
46.55

 
$
48.79















About Berry Petroleum Company
 
Berry Petroleum Company is a publicly traded independent oil and natural gas production and exploitation company with operations in California, Texas, Utah, and Colorado. The Company uses its web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.bry.com.
 
Safe Harbor Under the “Private Securities Litigation Reform Act of 1995”
 
Any statements in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties. Words such as “estimate,” “expect,” “would,” “will,” “target,” “goal,” “potential,” and forms of those words and others indicate forward-looking statements. These statements include but are not limited to forward-looking statements about the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, and other guidance included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Important factors which could affect actual results are discussed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 







CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/2012
 
9/30/2012
 
12/31/2012
 
12/31/2011
REVENUES
 
 

 
 

 
 
 
 
Oil and natural gas sales
 
$
248,911

 
$
232,916

 
$
937,261

 
$
870,773

Electricity sales
 
8,586

 
9,514

 
29,940

 
34,953

Natural gas marketing
 
2,253

 
1,939

 
7,631

 
13,832

Gain on sale of assets
 
12

 
170

 
1,782

 

Interest and other income, net
 
307

 
286

 
1,985

 
1,784

 
 
260,069

 
244,825

 
978,599

 
921,342

EXPENSES
 
 

 
 

 
 
 
 
Operating costs—oil and natural gas production
 
84,862

 
70,778

 
272,180

 
237,296

Operating costs—electricity generation
 
5,975

 
4,727

 
19,975

 
25,690

Production taxes
 
9,326

 
9,700

 
39,374

 
33,617

Depreciation, depletion & amortization—oil and natural gas production
 
67,023

 
58,887

 
225,892

 
213,859

Depreciation, depletion & amortization—electricity generation
 
426

 
461

 
1,808

 
1,963

Natural gas marketing
 
1,956

 
1,753

 
6,873

 
13,038

General and administrative
 
18,293

 
17,767

 
71,766

 
61,727

Interest
 
21,690

 
20,572

 
83,136

 
72,807

Impairment of oil and natural gas properties
 

 

 
79

 
625,564

Dry hole, abandonment, impairment and exploration
 
13,486

 
2,729

 
20,931

 
5,482

Gain on purchase
 

 

 

 
(1,046
)
Extinguishment of debt
 

 

 
41,545

 
15,544

Realized and unrealized (gain) loss on derivatives, net
 
(8,306
)
 
28,287

 
(64,620
)
 
(13,908
)
 
 
214,731

 
215,661

 
718,939

 
1,291,633

Earnings before income taxes
 
45,338

 
29,164

 
259,660

 
(370,291
)
Income tax provision
 
6,838

 
11,038

 
88,121

 
(142,228
)
Net earnings
 
$
38,500

 
$
18,126

 
$
171,539

 
$
(228,063
)
 
 
 
 
 
 
 
 
 
Basic net earnings per share
 
$
0.70

 
$
0.33

 
$
3.11

 
$
(4.21
)
Diluted net earnings per share
 
$
0.69

 
$
0.33

 
$
3.09

 
$
(4.21
)
 
 
 
 
 
 
 
 
 
Dividends per share
 
$
0.08

 
$
0.08

 
$
0.32

 
$
0.31








CONDENSED BALANCE SHEETS
(In thousands)
(unaudited)
 
 
 
12/31/2012
 
12/31/2011
ASSETS
 
 

 
 

Current assets
 
$
157,025

 
$
167,634

Oil and natural gas properties, (successful efforts basis) buildings and equipment, net
 
3,128,502

 
2,531,393

Derivative instruments
 
10,891

 
7,027

Other assets
 
28,984

 
28,898

 
 
$
3,325,402

 
$
2,734,952

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Current liabilities
 
$
286,632

 
$
235,936

Deferred income taxes
 
255,471

 
185,450

Long-term debt
 
1,665,817

 
1,380,192

Derivative instruments
 
1,239

 
15,505

Other long-term liabilities
 
101,452

 
77,140

Shareholders’ equity
 
1,014,791

 
840,729

 
 
$
3,325,402

 
$
2,734,952







CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/2012
 
9/30/2012
 
12/31/2012
 
12/31/2011
Cash flows from operating activities:
 
 

 
 

 
 
 
 
Net earnings
 
$
38,499

 
$
18,126

 
$
171,539

 
$
(228,063
)
Depreciation, depletion and amortization
 
67,450

 
59,348

 
227,700

 
215,822

Gain on purchase
 

 

 

 
(1,046
)
Gain on sale of assets
 
(12
)
 
(170
)
 
(1,782
)
 

Extinguishment of debt
 

 

 
6,842

 
4,072

Amortization of debt issuance costs and net discount
 
1,681

 
1,662

 
7,031

 
8,243

Impairment of oil and natural gas properties
 
12

 
1

 
79

 
625,564

Dry hole and impairment
 
12,430

 
2,304

 
14,945

 
4,616

Derivatives
 
(1,375
)
 
32,141

 
(36,135
)
 
(29,094
)
Stock-based compensation expense
 
2,230

 
2,163

 
9,819

 
9,636

Deferred income taxes
 
5,370

 
10,729

 
82,881

 
(149,279
)
Other, net
 
(8
)
 
(1,096
)
 
(1,628
)
 
1,420

Allowance for bad debt
 
(36
)
 
135

 
414

 

Change in book overdraft
 
(8,793
)
 
10,201

 
(1,220
)
 
(156
)
Net changes in operating assets and liabilities
 
(7,624
)
 
8,005

 
20,954

 
(5,836
)
Net cash provided by operating activities
 
109,824

 
143,549

 
501,439

 
455,899

 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

 
 
 
 
Exploration and development of oil and natural gas properties
 
(151,915
)
 
(195,068
)
 
(675,951
)
 
(527,112
)
Property acquisitions
 
(2,608
)
 
(50,855
)
 
(78,313
)
 
(158,090
)
Capitalized interest
 
(3,938
)
 
(4,254
)
 
(17,915
)
 
(29,117
)
Proceeds from sale of assets
 
13

 
1,572

 
17,307

 

Deposits on asset sales
 

 

 
(3,300
)
 
3,300

Net cash used in investing activities
 
(158,448
)
 
(248,605
)
 
(758,172
)
 
(711,019
)
 
 
 
 
 
 
 
 
 
Net cash provided by financing activities
 
48,832

 
105,079

 
256,747

 
255,140

 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
208

 
23

 
14

 
20

Cash and cash equivalents at beginning of period
 
104

 
81

 
298

 
278

Cash and cash equivalents at end of period
 
$
312

 
$
104

 
$
312

 
$
298










OPERATING DATA
(unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
12/31/2012
 
9/30/2012
 
Change
 
12/31/2012
 
12/31/2011
 
Change
Oil and natural gas:
 
 

 
 

 
 

 
 
 
 
 
 
Heavy oil production (BOE/D)
 
19,058

 
18,149

 
 

 
17,905

 
17,397

 
 
Light oil production (BOE/D)
 
11,591

 
9,344

 
 

 
9,488

 
7,374

 
 
Total oil production (BOE/D)
 
30,649

 
27,493

 
 

 
27,393

 
24,771

 
 
Natural gas production (Mcf/D)
 
53,106

 
52,758

 
 

 
54,054

 
65,498

 
 
Total (BOE/D)
 
39,500

 
36,286

 
 

 
36,402

 
35,687

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and natural gas, per BOE:
 
 

 
 

 
 

 
 
 
 

 
 
Average realized sales price
 
$
70.51

 
$
70.22

 
 %
 
$
71.00

 
$
66.91

 
6
 %
Average sales price including cash derivative settlements
 
$
72.47

 
71.45

 
1
 %
 
$
72.18

 
$
65.68

 
10
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil, per BOE:
 
 

 
 

 
 

 
 

 
 

 
 

Average WTI price
 
$
88.23

 
$
92.20

 
(4
)%
 
$
94.15

 
$
95.11

 
(1
)%
Price sensitive royalties
 
(2.65
)
 
(3.12
)
 
 

 
(3.36
)
 
(3.60
)
 
 

Quality differential and other
 
0.79

 
(0.68
)
 
 

 
(0.67
)
 
0.84

 
 

Oil derivatives non-cash amortization
 
(1.03
)
 
(1.10
)
 
 

 
(1.09
)
 
(6.77
)
 
 

Oil revenue per BOE
 
$
85.34

 
$
87.30

 
(2
)%
 
$
89.03

 
$
85.58

 
4
 %
Add: Oil derivatives non-cash amortization
 
1.03

 
1.10

 
 

 
1.09

 
6.77

 
 

Oil derivative cash settlements
 
1.57

 
0.64

 
 

 
0.07

 
(9.72
)
 
 

Average realized oil price
 
$
87.94

 
$
89.04

 
(1
)%
 
$
90.19

 
$
82.63

 
9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas price:
 
 

 
 

 
 

 
 

 
 

 
 

Average Henry Hub price per MMBtu
 
$
3.41

 
$
2.80

 
22
 %
 
$
2.79

 
$
4.04

 
(31
)%
Conversion to Mcf
 
0.24

 
0.19

 
 

 
0.19

 
0.28

 
 

Natural gas derivatives non-cash amortization
 

 
0.02

 
 

 
0.01

 
0.01

 
 

Location, quality differentials and other
 
(0.14
)
 
(0.13
)
 
 

 
(0.18
)
 
(0.23
)
 
 

Natural gas revenue per Mcf
 
$
3.51

 
$
2.88

 
22
 %
 
$
2.81

 
$
4.10

 
(31
)%
Natural gas derivatives non-cash amortization
 

 
(0.02
)
 
 

 
(0.01
)
 
(0.01
)
 
 

Natural gas derivative cash settlements
 
(0.03
)
 
(0.04
)
 
 

 
0.22

 
0.46

 
 

Average realized natural gas price per Mcf
 
$
3.48

 
$
2.82

 
23
 %
 
$
3.02

 
$
4.55

 
(34
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating cost - oil and natural gas production per BOE
 
$
23.35

 
$
21.20

 
10
 %
 
$
20.43

 
$
18.22

 
12
 %
Production taxes per BOE
 
2.57

 
2.91

 
 

 
2.96

 
2.58

 
 

Total operating costs per BOE
 
$
25.92

 
$
24.11

 
8
 %
 
$
23.39

 
$
20.80

 
12
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
DD&A - oil and natural gas production per BOE
 
$
18.44

 
$
17.64

 
5
 %
 
$
16.95

 
$
16.42

 
3
 %
General & administrative per BOE
 
5.03

 
5.32

 
(5
)%
 
5.39

 
4.74

 
14
 %
Interest expense per BOE
 
5.97

 
6.16

 
(3
)%
 
6.24

 
5.59

 
12
 %