ý
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State of incorporation or organization)
|
|
81-5410470
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
x
|
|
Smaller reporting company
¨
|
Emerging growth company
ý
|
|
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|
Title of Each Class
Common Stock, par value $0.001 per share
|
Trading Symbol
BRY
|
Name of Each Exchange on Which Registered
Nasdaq Global Select Market
|
|
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Page
|
|
||
Item 1.
|
|
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||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
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|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
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||
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||
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March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands, except share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,662
|
|
|
$
|
68,680
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,377 at March 31, 2019 and $950 at December 31, 2018
|
63,061
|
|
|
57,379
|
|
||
Derivative instruments
|
16,445
|
|
|
88,596
|
|
||
Other current assets
|
16,634
|
|
|
14,367
|
|
||
Total current assets
|
97,802
|
|
|
229,022
|
|
||
Noncurrent assets:
|
|
|
|
||||
Oil and natural gas properties
|
1,509,933
|
|
|
1,461,993
|
|
||
Accumulated depletion and amortization
|
(143,959
|
)
|
|
(123,217
|
)
|
||
Total oil and natural gas properties, net
|
1,365,974
|
|
|
1,338,776
|
|
||
Other property and equipment
|
121,283
|
|
|
119,710
|
|
||
Accumulated depreciation
|
(18,130
|
)
|
|
(15,778
|
)
|
||
Total other property and equipment, net
|
103,153
|
|
|
103,932
|
|
||
Derivative instruments
|
18
|
|
|
3,289
|
|
||
Other non-current assets
|
16,256
|
|
|
17,244
|
|
||
Total assets
|
$
|
1,583,203
|
|
|
$
|
1,692,263
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
108,028
|
|
|
$
|
144,118
|
|
Derivative instruments
|
6,602
|
|
|
—
|
|
||
Total current liabilities
|
114,630
|
|
|
144,118
|
|
||
Noncurrent liabilities:
|
|
|
|
||||
Long-term debt
|
391,947
|
|
|
391,786
|
|
||
Deferred income taxes
|
32,737
|
|
|
45,835
|
|
||
Asset retirement obligation
|
85,620
|
|
|
89,176
|
|
||
Other noncurrent liabilities
|
19,140
|
|
|
14,902
|
|
||
Commitments and Contingencies - Note 4
|
|
|
|
|
|||
Equity:
|
|
|
|
||||
Common stock ($.001 par value; 750,000,000 shares authorized; and 81,879,170 and 81,202,437 shares outstanding, at March 31, 2019 and December 31, 2018, respectively)
|
85
|
|
|
82
|
|
||
Additional paid-in-capital
|
895,500
|
|
|
914,540
|
|
||
Treasury stock, at cost, (2,648,823 shares at March 31, 2019 and 448,661 shares at December 31, 2018)
|
(28,328
|
)
|
|
(24,218
|
)
|
||
Retained earnings
|
71,872
|
|
|
116,042
|
|
||
Total equity
|
939,129
|
|
|
1,006,446
|
|
||
Total liabilities and equity
|
$
|
1,583,203
|
|
|
$
|
1,692,263
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share amounts)
|
||||||
Revenues and other:
|
|
|
|
||||
Oil, natural gas and natural gas liquids sales
|
$
|
131,102
|
|
|
$
|
125,624
|
|
Electricity sales
|
9,729
|
|
|
5,453
|
|
||
Gains (losses) on oil derivatives
|
(65,239
|
)
|
|
(34,644
|
)
|
||
Marketing revenues
|
830
|
|
|
785
|
|
||
Other revenues
|
117
|
|
|
66
|
|
||
Total revenues and other
|
76,539
|
|
|
97,284
|
|
||
Expenses and other:
|
|
|
|
||||
Lease operating expenses
|
57,928
|
|
|
44,303
|
|
||
Electricity generation expenses
|
7,760
|
|
|
4,590
|
|
||
Transportation expenses
|
2,173
|
|
|
2,978
|
|
||
Marketing expenses
|
851
|
|
|
580
|
|
||
General and administrative expenses
|
14,340
|
|
|
11,985
|
|
||
Depreciation, depletion, and amortization
|
24,585
|
|
|
18,429
|
|
||
Taxes, other than income taxes
|
8,086
|
|
|
8,256
|
|
||
(Gains) losses on natural gas derivatives
|
(2,115
|
)
|
|
—
|
|
||
(Gains) losses on sale of assets and other, net
|
1,245
|
|
|
—
|
|
||
Total expenses and other
|
114,853
|
|
|
91,121
|
|
||
Other income (expenses):
|
|
|
|
||||
Interest expense
|
(8,805
|
)
|
|
(7,796
|
)
|
||
Other, net
|
154
|
|
|
27
|
|
||
Total other income (expenses)
|
(8,651
|
)
|
|
(7,769
|
)
|
||
Reorganization items, net
|
(231
|
)
|
|
8,955
|
|
||
Income (loss) before income taxes
|
(47,196
|
)
|
|
7,349
|
|
||
Income tax expense (benefit)
|
(13,098
|
)
|
|
939
|
|
||
Net income (loss)
|
(34,098
|
)
|
|
6,410
|
|
||
Series A preferred stock dividends
|
—
|
|
|
(5,650
|
)
|
||
Net income (loss) attributable to common stockholders
|
$
|
(34,098
|
)
|
|
$
|
760
|
|
|
|
|
|
||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
Diluted
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
|
Three-Month Period Ended March 31, 2018
|
||||||||||||||||||||||
|
Series A Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Equity
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2017
|
$
|
335,000
|
|
|
$
|
33
|
|
|
$
|
545,345
|
|
|
$
|
—
|
|
|
$
|
(21,068
|
)
|
|
$
|
859,310
|
|
Stock based compensation
|
—
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,042
|
|
||||||
Cash dividends declared on Series A preferred stock, $0.158/share
|
—
|
|
|
—
|
|
|
(5,650
|
)
|
|
—
|
|
|
—
|
|
|
(5,650
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,410
|
|
|
6,410
|
|
||||||
March 31, 2018
|
$
|
335,000
|
|
|
$
|
33
|
|
|
$
|
540,737
|
|
|
$
|
—
|
|
|
$
|
(14,658
|
)
|
|
$
|
861,112
|
|
|
Three-Month Period Ended March 31, 2019
|
||||||||||||||||||||||
|
Series A Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Equity
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2018
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
914,540
|
|
|
$
|
(24,218
|
)
|
|
$
|
116,042
|
|
|
$
|
1,006,446
|
|
Shares withheld for payment of taxes on equity awards and other
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
1,498
|
|
|
—
|
|
|
—
|
|
|
1,498
|
|
||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,375
|
)
|
|
—
|
|
|
(24,375
|
)
|
||||||
Purchase of rights to common stock
(1)
|
—
|
|
|
—
|
|
|
(20,265
|
)
|
|
20,265
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued to settle unsecured claims
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared on common stock, $0.12/share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,072
|
)
|
|
(10,072
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,098
|
)
|
|
(34,098
|
)
|
||||||
March 31, 2019
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
895,500
|
|
|
$
|
(28,328
|
)
|
|
$
|
71,872
|
|
|
$
|
939,129
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(34,098
|
)
|
|
$
|
6,410
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
24,585
|
|
|
18,429
|
|
||
Amortization of debt issuance costs
|
1,255
|
|
|
1,223
|
|
||
Stock-based compensation expense
|
1,474
|
|
|
1,042
|
|
||
Deferred income taxes
|
(13,098
|
)
|
|
939
|
|
||
(Decrease) increase in allowance for doubtful accounts
|
427
|
|
|
(2
|
)
|
||
(Gains) losses on sale of assets and other, net
|
1,245
|
|
|
—
|
|
||
Reorganization expenses, net (non-cash)
|
—
|
|
|
(9,000
|
)
|
||
Derivative activities:
|
|
|
|
||||
Total (gains) losses
|
63,124
|
|
|
34,644
|
|
||
Cash settlements on derivatives
|
14,904
|
|
|
(17,849
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
(6,084
|
)
|
|
1,163
|
|
||
(Increase) decrease in other assets
|
(2,703
|
)
|
|
554
|
|
||
(Decrease) in accounts payable and accrued expenses
|
(29,854
|
)
|
|
(7,323
|
)
|
||
(Decrease) in other liabilities
|
(2,066
|
)
|
|
(2,638
|
)
|
||
Net cash provided by operating activities
|
19,111
|
|
|
27,592
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures:
|
|
|
|
||||
Development of oil and natural gas properties
|
(49,386
|
)
|
|
(14,727
|
)
|
||
Purchases of other property and equipment
|
(1,419
|
)
|
|
(5,149
|
)
|
||
Net cash (used in) investing activities
|
(50,805
|
)
|
|
(19,876
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Repayments on RBL credit facility
|
(15,350
|
)
|
|
(379,000
|
)
|
||
Borrowings under RBL credit facility
|
15,350
|
|
|
—
|
|
||
Issuance of 2026 Senior Unsecured Notes
|
—
|
|
|
400,000
|
|
||
Dividends paid on common stock
|
(9,813
|
)
|
|
|
|||
Purchase of treasury stock
|
(25,241
|
)
|
|
—
|
|
||
Shares withheld for payment of taxes on equity awards and other
|
(270
|
)
|
|
—
|
|
||
Debt issuance costs
|
—
|
|
|
(8,815
|
)
|
||
Net cash (used in) provided by financing activities
|
(35,324
|
)
|
|
12,185
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(67,018
|
)
|
|
19,901
|
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||
Beginning
|
68,680
|
|
|
68,738
|
|
||
Ending
|
$
|
1,662
|
|
|
$
|
88,639
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Interest Rate
|
|
Maturity
|
|
Security
|
||||
|
(in thousands)
|
|
|
|
|
|
|
||||||
RBL Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
variable rates of 6.25% (2019) and 4.5% (2018), respectively
|
|
June 29, 2022
|
|
Mortgage on 85% of Present Value of proven oil and gas reserves and lien on other assets
|
2026 Senior Unsecured Notes
|
400,000
|
|
|
400,000
|
|
|
7.00%
|
|
February 15, 2026
|
|
Unsecured
|
||
Long-Term Debt - Principal Amount
|
400,000
|
|
|
400,000
|
|
|
|
|
|
|
|
||
Less: Debt Issuance Costs
|
(8,053
|
)
|
|
(8,214
|
)
|
|
|
|
|
|
|
||
Long-Term Debt, net
|
$
|
391,947
|
|
|
$
|
391,786
|
|
|
|
|
|
|
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
||||||
Oil Calls Options (Brent):
|
|
|
|
|
|
||||||
Hedged volume (MBbls)
|
180
|
|
|
92
|
|
|
92
|
|
|||
Weighted-average price ($/Bbl)
|
$
|
70.00
|
|
|
$
|
81.00
|
|
|
$
|
81.00
|
|
Oil Put Options (Brent):
|
|
|
|
|
|
||||||
Hedged volume (MBbls)
|
1,092
|
|
|
460
|
|
|
460
|
|
|||
Weighted-average price ($/Bbl)
|
$
|
60.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
Fixed Price Oil Swaps (Brent):
|
|
|
|
|
|
||||||
Hedged volume (MBbls)
|
637
|
|
|
644
|
|
|
644
|
|
|||
Weighted-average price ($/Bbl)
|
$
|
76.27
|
|
|
$
|
76.27
|
|
|
$
|
76.27
|
|
Oil basis differential positions (Brent-WTI basis swaps):
|
|
|
|
|
|
||||||
Hedged volume (MBbls)
|
46
|
|
|
46
|
|
|
46
|
|
|||
Weighted-average price ($/Bbl)
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
Fixed Price Gas Purchase Swaps (Kern, Delivered):
|
|
|
|
|
|
||||||
Hedged volume (MMBtu)
|
2,730,000
|
|
|
1,380,000
|
|
|
465,000
|
|
|||
Weighted-average price ($/MMBtu)
|
$
|
2.70
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
March 31, 2019
|
||||||||||||
|
Balance Sheet
Classification |
|
Gross Amounts
Recognized at Fair Value |
|
Gross Amounts Offset
in the Balance Sheet |
|
Net Fair Value Presented
on the Balance Sheet |
||||||
|
(in thousands)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current assets
|
|
$
|
21,987
|
|
|
$
|
(5,542
|
)
|
|
$
|
16,445
|
|
Commodity Contracts
|
Non-current assets
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current liabilities
|
|
(12,144
|
)
|
|
5,542
|
|
|
(6,602
|
)
|
|||
Total derivatives
|
|
|
$
|
9,861
|
|
|
$
|
—
|
|
|
$
|
9,861
|
|
|
December 31, 2018
|
||||||||||||
|
Balance Sheet
Classification |
|
Gross Amounts
Recognized at Fair Value |
|
Gross Amounts Offset
in the Balance Sheet |
|
Net Fair Value Presented
on the Balance Sheet |
||||||
|
(in thousands)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current assets
|
|
$
|
89,981
|
|
|
$
|
(1,385
|
)
|
|
$
|
88,596
|
|
Commodity Contracts
|
Non-current assets
|
|
3,289
|
|
|
—
|
|
|
3,289
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current liabilities
|
|
(1,385
|
)
|
|
1,385
|
|
|
—
|
|
|||
Total derivatives
|
|
|
$
|
91,885
|
|
|
$
|
—
|
|
|
$
|
91,885
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Prepaid expenses
|
$
|
6,010
|
|
|
$
|
4,656
|
|
Oil inventories, materials and supplies
|
10,386
|
|
|
9,473
|
|
||
Other
|
238
|
|
|
238
|
|
||
Total
|
$
|
16,634
|
|
|
$
|
14,367
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Accounts payable-trade
|
$
|
7,996
|
|
|
$
|
13,564
|
|
Accrued expenses
|
53,753
|
|
|
66,417
|
|
||
Royalties payable
|
13,900
|
|
|
26,189
|
|
||
Taxes other than income tax liability
|
9,867
|
|
|
10,766
|
|
||
Accrued interest
|
4,050
|
|
|
10,500
|
|
||
Dividends payable
|
10,251
|
|
|
9,992
|
|
||
Other
|
8,212
|
|
|
6,689
|
|
||
Total
|
$
|
108,028
|
|
|
$
|
144,118
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Supplemental Disclosures of Significant Non-Cash Investing Activities:
|
|
|
|||||
(Increase) decrease in accrued liabilities related to purchases of property and equipment
|
$
|
2,038
|
|
|
$
|
(4,144
|
)
|
Supplemental Disclosures of Cash Payments (Receipts):
|
|
|
|
||||
Interest, net of amounts capitalized
|
$
|
14,000
|
|
|
$
|
2,654
|
|
Reorganization items, net
|
$
|
—
|
|
|
$
|
468
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Beginning of Period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
68,680
|
|
|
$
|
33,905
|
|
Restricted cash
|
—
|
|
|
34,833
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
68,680
|
|
|
$
|
68,738
|
|
|
|
|
|
||||
Ending of Period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,662
|
|
|
$
|
67,090
|
|
Restricted cash
|
—
|
|
|
21,549
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
1,662
|
|
|
$
|
88,639
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands except per share amounts)
|
||||||
Basic EPS calculation
|
|
|
|
||||
Net income (loss)
|
$
|
(34,098
|
)
|
|
$
|
6,410
|
|
less: Series A Preferred Stock dividends and conversion to common stock
|
—
|
|
|
(5,650
|
)
|
||
Net income (loss) attributable to common stockholders
|
$
|
(34,098
|
)
|
|
$
|
760
|
|
Weighted-average shares of common stock outstanding
|
81,765
|
|
|
38,602
|
|
||
Basic earnings (loss) per share
(2)
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
Diluted EPS calculation
|
|
|
|
||||
Net income (loss)
|
$
|
(34,098
|
)
|
|
$
|
6,410
|
|
less: Series A Preferred Stock dividends and conversion to common stock
|
—
|
|
|
(5,650
|
)
|
||
Net income (loss) attributable to common stockholders
|
$
|
(34,098
|
)
|
|
$
|
760
|
|
Weighted-average shares of common stock outstanding
|
81,765
|
|
|
38,602
|
|
||
Dilutive effect of potentially dilutive securities
(1)
|
—
|
|
|
225
|
|
||
Weighted-average common shares outstanding - diluted
|
81,765
|
|
|
38,827
|
|
||
Diluted earnings (loss) per share
(2)
|
$
|
(0.42
|
)
|
|
$
|
0.02
|
|
(1)
|
No
potentially dilutive securities were included in computing earnings (loss) per share for the three months ended
March 31, 2019
, because the effect of inclusion would have been anti-dilutive.
|
(2)
|
Per share amounts are stated net of tax.
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Oil sales
|
$
|
123,450
|
|
|
$
|
117,902
|
|
Natural gas sales
|
6,715
|
|
|
6,563
|
|
||
Natural gas liquids sales
|
937
|
|
|
1,159
|
|
||
Electricity sales
|
9,729
|
|
|
5,453
|
|
||
Marketing revenues
|
830
|
|
|
785
|
|
||
Revenues from contracts with customers
|
141,661
|
|
|
131,862
|
|
||
Gains (losses) on oil derivatives
|
(65,239
|
)
|
|
(34,644
|
)
|
||
Other revenues
|
117
|
|
|
66
|
|
||
Total revenues and other
|
$
|
76,539
|
|
|
$
|
97,284
|
|
|
|
2019 Guidance
|
||
|
Low
|
|
High
|
|
Average daily production (MBoe/d)
|
|
28
|
|
31
|
% Oil
|
|
~86%
|
||
Operating expenses ($/Boe)
|
|
$18.00
|
|
$19.50
|
Taxes, other than income taxes ($/Boe)
|
|
$4.25
|
|
$4.75
|
Adjusted General & Administrative Expenses ($/Boe)
|
|
$4.25
|
|
$4.75
|
Capital Expenditures (millions)
|
|
$195
|
|
$225
|
|
Three Months Ended
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Brent oil ($/Bbl)
|
$
|
63.83
|
|
|
$
|
68.08
|
|
|
$
|
67.16
|
|
WTI oil ($/Bbl)
|
$
|
54.87
|
|
|
$
|
58.81
|
|
|
$
|
62.87
|
|
Henry Hub natural gas ($MMBtu)
|
$
|
2.92
|
|
|
$
|
3.64
|
|
|
$
|
3.00
|
|
Kern, Delivered natural gas ($MMBtu)
|
$
|
5.12
|
|
|
$
|
4.40
|
|
|
$
|
2.66
|
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||
($ in thousands, except prices)
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and natural gas liquids sales
|
$
|
111,896
|
|
|
$
|
105,544
|
|
|
$
|
19,206
|
|
|
$
|
18,715
|
|
Operating income
(a)
|
$
|
37,357
|
|
|
$
|
47,258
|
|
|
$
|
4,779
|
|
|
$
|
3,445
|
|
Depreciation, depletion, and amortization (DD&A)
|
$
|
21,342
|
|
|
$
|
14,905
|
|
|
$
|
3,244
|
|
|
$
|
3,031
|
|
Average daily production (MBoe/d)
|
21.0
|
|
|
18.8
|
|
|
6.8
|
|
|
6.6
|
|
||||
Production (oil% of total)
|
100
|
%
|
|
100
|
%
|
|
46
|
%
|
|
35
|
%
|
||||
Realized sales prices:
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
59.16
|
|
|
$
|
62.37
|
|
|
$
|
41.38
|
|
|
$
|
60.29
|
|
NGLs (per Bbl)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.42
|
|
|
$
|
26.46
|
|
Gas (per Mcf)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.77
|
|
|
$
|
2.58
|
|
Capital expenditures
|
$
|
42,509
|
|
|
$
|
15,301
|
|
|
$
|
5,313
|
|
|
$
|
378
|
|
(a)
|
Operating income includes oil, natural gas and NGL sales, offset by operating expenses, general and administrative expenses, DD&A, and taxes, other than income taxes.
|
|
Three Months Ended
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Average daily production:
(1)(5)
|
|
|
|
|
|
||||||
Oil (MBbl/d)
|
24.1
|
|
|
23.7
|
|
|
21.1
|
|
|||
Natural Gas (MMcf/d)
|
19.5
|
|
|
22.1
|
|
|
27.6
|
|
|||
NGL (MBbl/d)
|
0.4
|
|
|
0.6
|
|
|
0.5
|
|
|||
Total (MBoe/d)
(2)
|
27.8
|
|
|
28.0
|
|
|
26.2
|
|
|||
Total Production:
(5)
|
|
|
|
|
|
||||||
Oil (MBbl)
|
2,170
|
|
|
2,178
|
|
|
1,897
|
|
|||
Natural gas (MMcf)
|
1,752
|
|
|
2,034
|
|
|
2,481
|
|
|||
NGLs (MBbl)
|
38
|
|
|
54
|
|
|
45
|
|
|||
Total (MBoe)
(2)
|
2,501
|
|
|
2,571
|
|
|
2,356
|
|
|||
Weighted-average realized sales prices:
|
|
|
|
|
|
||||||
Oil without hedges ($/Bbl)
|
$
|
56.88
|
|
|
$
|
61.48
|
|
|
$
|
62.14
|
|
Oil with hedges ($/Bbl)
|
$
|
62.03
|
|
|
$
|
64.36
|
|
|
$
|
52.74
|
|
Natural gas ($/Mcf)
|
$
|
3.83
|
|
|
$
|
3.86
|
|
|
$
|
2.64
|
|
NGL ($/Bbl)
|
$
|
24.35
|
|
|
$
|
20.39
|
|
|
$
|
25.56
|
|
Average Benchmark prices:
|
|
|
|
|
|
||||||
Oil (Bbl) – Brent
|
$
|
63.83
|
|
|
$
|
68.08
|
|
|
$
|
67.16
|
|
Oil (Bbl) – WTI
|
$
|
54.87
|
|
|
$
|
58.81
|
|
|
$
|
62.87
|
|
Natural gas (MMBtu) – Henry Hub
|
$
|
2.92
|
|
|
$
|
3.64
|
|
|
$
|
3.00
|
|
Average costs per Boe
(3)
:
|
|
|
|
|
|
||||||
Lease operating expenses
|
$
|
23.16
|
|
|
$
|
19.96
|
|
|
$
|
18.80
|
|
Electricity generation expenses
|
3.10
|
|
|
2.63
|
|
|
1.94
|
|
|||
Electricity sales
(3)
|
(3.89
|
)
|
|
(3.70
|
)
|
|
(2.31
|
)
|
|||
Transportation expenses
|
0.87
|
|
|
0.86
|
|
|
1.26
|
|
|||
Transportation sales
(3)
|
(0.05
|
)
|
|
(0.11
|
)
|
|
—
|
|
|||
Marketing expenses
|
0.34
|
|
|
0.28
|
|
|
0.25
|
|
|||
Marketing revenues
(3)
|
(0.33
|
)
|
|
(0.21
|
)
|
|
(0.33
|
)
|
|||
Derivatives settlements (received) paid for gas purchases
(3)
|
(1.49
|
)
|
|
(0.94
|
)
|
|
—
|
|
|||
Total operating expenses
|
$
|
21.71
|
|
|
$
|
18.77
|
|
|
$
|
19.61
|
|
General and administrative expenses
(4)
|
$
|
5.73
|
|
|
$
|
6.27
|
|
|
$
|
5.09
|
|
Depreciation, depletion and amortization
|
$
|
9.83
|
|
|
$
|
9.43
|
|
|
$
|
7.82
|
|
Taxes, other than income taxes
|
$
|
3.23
|
|
|
$
|
3.04
|
|
|
$
|
3.50
|
|
(1)
|
Production represents volumes sold during the period. We also consume a portion of the natural gas we produce on lease to extract oil and gas.
|
(2)
|
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the quarter ended March 31, 2019, the average prices of Brent oil and Henry Hub natural gas were
$63.83
per Bbl and
$2.92
per MMBtu, respectively, resulting in an oil-to-gas ratio of approximately
4
to 1 on an energy equivalent basis.
|
(3)
|
We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics of development projects and the efficiency of our hydrocarbon recovery. We purchase third-party gas to generate electricity through our cogeneration facilities to be used in our field operations activities and view the added benefit of any excess electricity sold externally as a cost reduction/benefit to generating steam for our thermal recovery operations. Marketing expenses mainly relate to natural gas purchased from third parties that moves through our gathering and processing systems and then is sold to third parties. Transportation sales relate to water and other liquids that we transport on our systems on behalf of third parties and have not been significant to date. Operating expenses also includes the effect of derivative settlements (received or paid) for gas purchases.
|
(4)
|
Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately
$1.10
per Boe,
$1.79
per Boe and
$1.30
per Boe for the three months ended
March 31, 2019
, December 31, 2018 and
March 31, 2018
, respectively.
|
(5)
|
On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.
|
|
Three Months Ended
|
|||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|||
Average daily production (MBoe/d)
(1)
:
|
|
|
|
|
|
|||
California
|
21.0
|
|
|
21.7
|
|
|
18.8
|
|
Rockies
|
6.8
|
|
|
5.8
|
|
|
6.6
|
|
East Texas
(2)
|
—
|
|
|
0.5
|
|
|
0.8
|
|
Total average daily production
|
27.8
|
|
|
28.0
|
|
|
26.2
|
|
(1)
|
Production represents volumes sold during the period.
|
(2)
|
On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.
|
|
Three Months Ended
|
|
$ Change
|
|
% Change
|
|||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
||||||||||
|
(in thousands)
|
|||||||||||||
Revenues and other:
|
|
|
|
|
|
|
|
|||||||
Oil, natural gas and NGL sales
|
$
|
131,102
|
|
|
$
|
142,861
|
|
|
$
|
(11,759
|
)
|
|
(8
|
)%
|
Electricity sales
|
9,729
|
|
|
9,517
|
|
|
212
|
|
|
2
|
%
|
|||
Gain (losses) on oil derivatives
|
(65,239
|
)
|
|
127,160
|
|
|
(192,399
|
)
|
|
(151
|
)%
|
|||
Marketing and other revenues
|
947
|
|
|
808
|
|
|
139
|
|
|
17
|
%
|
|||
Total revenues and other
|
76,539
|
|
|
280,346
|
|
|
(203,807
|
)
|
|
(73
|
)%
|
|||
Expenses and other:
|
|
|
|
|
|
|
|
|||||||
Lease operating expenses
|
57,928
|
|
|
51,308
|
|
|
6,620
|
|
|
13
|
%
|
|||
Electricity generation expenses
|
7,760
|
|
|
6,764
|
|
|
996
|
|
|
15
|
%
|
|||
Transportation expenses
|
2,173
|
|
|
2,220
|
|
|
(47
|
)
|
|
(2
|
)%
|
|||
Marketing expenses
|
851
|
|
|
716
|
|
|
135
|
|
|
19
|
%
|
|||
General and administrative expenses
|
14,340
|
|
|
16,130
|
|
|
(1,790
|
)
|
|
(11
|
)%
|
|||
Depreciation, depletion and amortization
|
24,585
|
|
|
24,253
|
|
|
332
|
|
|
1
|
%
|
|||
Taxes, other than income taxes
|
8,086
|
|
|
7,829
|
|
|
257
|
|
|
3
|
%
|
|||
(Gains) losses on natural gas derivatives
|
(2,115
|
)
|
|
(4,477
|
)
|
|
2,362
|
|
|
(53
|
)%
|
|||
(Gains) losses on sale of assets and other, net
|
1,245
|
|
|
(3,269
|
)
|
|
4,514
|
|
|
(138
|
)%
|
|||
Total expenses and other
|
114,853
|
|
|
101,474
|
|
|
13,379
|
|
|
13
|
%
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(8,805
|
)
|
|
(8,820
|
)
|
|
15
|
|
|
—
|
%
|
|||
Other, net
|
154
|
|
|
108
|
|
|
46
|
|
|
43
|
%
|
|||
Reorganization items, net
|
(231
|
)
|
|
1,498
|
|
|
(1,729
|
)
|
|
(115
|
)%
|
|||
Income (loss) before income taxes
|
(47,196
|
)
|
|
171,658
|
|
|
(218,854
|
)
|
|
(127
|
)%
|
|||
Income tax expense (benefit)
|
(13,098
|
)
|
|
39,890
|
|
|
(52,988
|
)
|
|
(133
|
)%
|
|||
Net income (loss)
|
$
|
(34,098
|
)
|
|
$
|
131,768
|
|
|
$
|
(165,866
|
)
|
|
(126
|
)%
|
|
Three Months Ended
|
|
$ Change
|
|
% Change
|
|||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
||||||||||
|
(in thousands)
|
|
|
|||||||||||
Severance taxes
|
$
|
703
|
|
|
$
|
1,463
|
|
|
$
|
(760
|
)
|
|
(52
|
)%
|
Ad valorem and property taxes
|
3,145
|
|
|
3,833
|
|
|
(688
|
)
|
|
(18
|
)%
|
|||
Greenhouse gas allowances
|
4,238
|
|
|
2,533
|
|
|
1,705
|
|
|
67
|
%
|
|||
Total taxes other than income taxes
|
$
|
8,086
|
|
|
$
|
7,829
|
|
|
$
|
257
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Taxes, other than income taxes ($/Boe)
|
$
|
3.23
|
|
|
$
|
3.04
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
$ Change
|
|
% Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
|
(in thousands)
|
|||||||||||||
Revenues and other:
|
|
|
|
|
|
|
|
|||||||
Oil, natural gas and NGL sales
|
$
|
131,102
|
|
|
$
|
125,624
|
|
|
$
|
5,478
|
|
|
4
|
%
|
Electricity sales
|
9,729
|
|
|
5,453
|
|
|
4,276
|
|
|
78
|
%
|
|||
Gain (losses) on oil derivatives
|
(65,239
|
)
|
|
(34,644
|
)
|
|
(30,595
|
)
|
|
88
|
%
|
|||
Marketing and other revenues
|
947
|
|
|
851
|
|
|
96
|
|
|
11
|
%
|
|||
Total revenues and other
|
76,539
|
|
|
97,284
|
|
|
(20,745
|
)
|
|
(21
|
)%
|
|||
Expenses and other:
|
|
|
|
|
|
|
|
|||||||
Lease operating expenses
|
57,928
|
|
|
44,303
|
|
|
13,625
|
|
|
31
|
%
|
|||
Electricity generation expenses
|
7,760
|
|
|
4,590
|
|
|
3,170
|
|
|
69
|
%
|
|||
Transportation expenses
|
2,173
|
|
|
2,978
|
|
|
(805
|
)
|
|
(27
|
)%
|
|||
Marketing expenses
|
851
|
|
|
580
|
|
|
271
|
|
|
47
|
%
|
|||
General and administrative expenses
|
14,340
|
|
|
11,985
|
|
|
2,355
|
|
|
20
|
%
|
|||
Depreciation, depletion and amortization
|
24,585
|
|
|
18,429
|
|
|
6,156
|
|
|
33
|
%
|
|||
Taxes, other than income taxes
|
8,086
|
|
|
8,256
|
|
|
(170
|
)
|
|
(2
|
)%
|
|||
(Gains) losses on natural gas derivatives
|
(2,115
|
)
|
|
—
|
|
|
(2,115
|
)
|
|
(100
|
)%
|
|||
(Gains) losses on sale of assets and other, net
|
1,245
|
|
|
—
|
|
|
1,245
|
|
|
100
|
%
|
|||
Total expenses and other
|
114,853
|
|
|
91,121
|
|
|
23,732
|
|
|
26
|
%
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(8,805
|
)
|
|
(7,796
|
)
|
|
(1,009
|
)
|
|
13
|
%
|
|||
Other, net
|
154
|
|
|
27
|
|
|
127
|
|
|
470
|
%
|
|||
Reorganization items, net
|
(231
|
)
|
|
8,955
|
|
|
(9,186
|
)
|
|
(103
|
)%
|
|||
Income (loss) before income taxes
|
(47,196
|
)
|
|
7,349
|
|
|
(54,545
|
)
|
|
(742
|
)%
|
|||
Income tax expense (benefit)
|
(13,098
|
)
|
|
939
|
|
|
(14,037
|
)
|
|
(1,495
|
)%
|
|||
Net income (loss)
|
(34,098
|
)
|
|
6,410
|
|
|
(40,508
|
)
|
|
(632
|
)%
|
|||
Series A preferred stock dividends
|
—
|
|
|
(5,650
|
)
|
|
5,650
|
|
|
(100
|
)%
|
|||
Net income (loss) available to common stockholders
|
$
|
(34,098
|
)
|
|
$
|
760
|
|
|
$
|
(34,858
|
)
|
|
(4,587
|
)%
|
|
Three Months Ended
March 31, |
|
$ Change
|
% Change
|
|||||||||
|
2019
|
|
2018
|
|
|||||||||
|
(in thousands)
|
|
|||||||||||
Severance taxes
|
$
|
703
|
|
|
$
|
2,764
|
|
|
$
|
(2,061
|
)
|
(75
|
)%
|
Ad valorem and property taxes
|
3,145
|
|
|
3,417
|
|
|
(272
|
)
|
(8
|
)%
|
|||
Greenhouse gas allowances
|
4,238
|
|
|
2,075
|
|
|
2,163
|
|
104
|
%
|
|||
Total taxes other than income taxes
|
$
|
8,086
|
|
|
$
|
8,256
|
|
|
$
|
(170
|
)
|
(2
|
)%
|
|
|
|
|
|
|
|
|||||||
Taxes, other than income taxes ($/Boe)
|
$
|
3.23
|
|
|
$
|
3.50
|
|
|
|
|
|
Three Months Ended
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
|
(in thousands)
|
||||||||||
Adjusted EBITDA and Levered Free Cash Flow reconciliation to net cash provided (used) by operating activities:
|
|||||||||||
Net cash provided (used) by operating activities
(1)
|
$
|
19,111
|
|
|
$
|
95,767
|
|
|
$
|
27,592
|
|
Add (Subtract):
|
|
|
|
|
|
||||||
Cash interest payments
|
14,000
|
|
|
562
|
|
|
2,654
|
|
|||
Cash income tax payments
|
—
|
|
|
(1,901
|
)
|
|
—
|
|
|||
Cash reorganization item (receipts) payments
|
—
|
|
|
(174
|
)
|
|
468
|
|
|||
Non-recurring restructuring and other costs
|
1,329
|
|
|
1,414
|
|
|
2,047
|
|
|||
Other changes in operating assets and liabilities
|
34,063
|
|
|
(13,998
|
)
|
|
11,742
|
|
|||
Adjusted EBITDA
|
$
|
68,502
|
|
|
$
|
81,669
|
|
|
$
|
44,503
|
|
Subtract:
|
|
|
|
|
|
||||||
Capital expenditures - accrual basis
|
(49,099
|
)
|
|
(53,326
|
)
|
|
(15,732
|
)
|
|||
Interest expense
|
(8,805
|
)
|
|
(8,820
|
)
|
|
(7,796
|
)
|
|||
Cash dividends declared
|
(10,072
|
)
|
|
(9,992
|
)
|
|
(5,650
|
)
|
|||
Levered Free Cash Flow
(2)
|
$
|
526
|
|
|
$
|
9,531
|
|
|
$
|
15,325
|
|
(1)
|
The three months ended March 31, 2019 included $37 million of annual or semi-annual payments that occur in the first quarter each year such as semi-annual interest and certain annual royalty payments and other accrued liabilities.
|
(2)
|
Levered Free Cash Flow includes cash received for scheduled derivative settlements of
$15 million
in the three months ended March 31, 2019 and
$9 million
in the three months ended December 31, 2018 and cash paid for scheduled derivatives settlements of
$18 million
for the three months ended March 31, 2018.
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
|
FY 2020
|
||||||||
Oil Calls Options (Brent):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
180
|
|
|
92
|
|
|
92
|
|
|
—
|
|
||||
Weighted average price ($/Bbl)
|
$
|
70.00
|
|
|
$
|
81.00
|
|
|
$
|
81.00
|
|
|
$
|
—
|
|
Oil Put Options (Brent):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
1,092
|
|
|
460
|
|
|
460
|
|
|
—
|
|
||||
Weighted-average price ($/Bbl)
|
$
|
60.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
—
|
|
Fixed Price Oil Swaps (Brent)
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
881
|
|
|
1,380
|
|
|
1,380
|
|
|
2,928
|
|
||||
Weighted average price ($/Bbl)
|
$
|
73.86
|
|
|
$
|
72.70
|
|
|
$
|
72.21
|
|
|
$
|
67.66
|
|
Fixed Price Oil Swaps (WTI):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
61
|
|
|
92
|
|
|
92
|
|
|
121
|
|
||||
Weighted average price ($/Bbl)
|
$
|
61.75
|
|
|
$
|
61.75
|
|
|
$
|
61.75
|
|
|
$
|
61.75
|
|
Oil basis differential positions (Brent-WTI basis swaps):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
46
|
|
|
46
|
|
|
46
|
|
|
—
|
|
||||
Weighted average price ($/Bbl)
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
—
|
|
Fixed Price Gas Purchase Swaps (Kern, Delivered):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MMBtu)
|
4,255,000
|
|
|
4,600,000
|
|
|
3,685,000
|
|
|
10,675,000
|
|
||||
Weighted average price ($/MMBtu)
|
$
|
2.81
|
|
|
$
|
2.91
|
|
|
$
|
2.97
|
|
|
$
|
3.01
|
|
Fixed Price Gas Purchase Swaps (SoCal Citygate):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MMBtu)
|
305,000
|
|
|
460,000
|
|
|
460,000
|
|
|
2,290,000
|
|
||||
Weighted average price ($/MMBtu)
|
$
|
3.80
|
|
|
$
|
3.80
|
|
|
$
|
3.80
|
|
|
$
|
3.80
|
|
|
Three Months Ended
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Crude Oil (per Bbl):
|
|
|
|
|
|
||||||
Realized sales price, before the effects of derivative settlements
|
$
|
56.88
|
|
|
$
|
61.48
|
|
|
$
|
62.14
|
|
Effects of derivative settlements
|
$
|
5.15
|
|
|
$
|
2.88
|
|
|
$
|
(9.40
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash:
|
|
|
|
||||
Provided by (used in) operating activities
|
$
|
19,111
|
|
|
$
|
27,592
|
|
Used in investing activities
|
(50,805
|
)
|
|
(19,876
|
)
|
||
Provided by (used in) financing activities
|
(35,324
|
)
|
|
12,185
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(67,018
|
)
|
|
$
|
19,901
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Capital expenditures
(1)
|
|
|
|
||||
Development of oil and natural gas properties
|
$
|
(49,386
|
)
|
|
$
|
(14,727
|
)
|
Purchase of other property and equipment
|
(1,419
|
)
|
|
(5,149
|
)
|
||
Cash used in investing activities:
|
$
|
(50,805
|
)
|
|
$
|
(19,876
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
1,662
|
|
|
$
|
68,680
|
|
Accounts receivable, net
|
$
|
63,061
|
|
|
$
|
57,379
|
|
Derivative instruments assets - current and long-term
|
$
|
16,463
|
|
|
$
|
91,885
|
|
Other current assets
|
$
|
16,634
|
|
|
$
|
14,367
|
|
Property, plant & equipment, net
|
$
|
1,469,127
|
|
|
$
|
1,442,708
|
|
Other non-current assets
|
$
|
16,256
|
|
|
$
|
17,244
|
|
Accounts payable and accrued liabilities
|
$
|
108,028
|
|
|
$
|
144,118
|
|
Derivative instruments liabilities - current and long-term
|
$
|
6,602
|
|
|
$
|
—
|
|
Long-term debt
|
$
|
391,947
|
|
|
$
|
391,786
|
|
Asset retirement obligation
|
$
|
85,620
|
|
|
$
|
89,176
|
|
Other non-current liabilities
|
$
|
19,140
|
|
|
$
|
14,902
|
|
Equity
|
$
|
939,129
|
|
|
$
|
1,006,446
|
|
•
|
volatility of oil, natural gas and NGL prices;
|
•
|
price and availability of natural gas;
|
•
|
our ability to use derivative instruments to manage commodity price risk;
|
•
|
our ability to obtain permits and otherwise to meet our proposed drilling schedule and to successfully drill wells that produce oil and natural gas in commercially viable quantities;
|
•
|
impact of environmental, health and safety, and other governmental regulations, and of current, pending, or future legislation;
|
•
|
uncertainties associated with estimating proved reserves and related future cash flows;
|
•
|
our ability to replace our reserves through exploration and development activities;
|
•
|
our ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells;
|
•
|
changes in tax laws;
|
•
|
effects of competition;
|
•
|
our ability to make acquisitions and successfully integrate any acquired businesses;
|
•
|
market fluctuations in electricity prices and the cost of steam;
|
•
|
asset impairments from commodity price declines;
|
•
|
large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies;
|
•
|
geographical concentration of our operations;
|
•
|
ineffectiveness of internal controls;
|
•
|
concerns about climate change and other air quality issues;
|
•
|
catastrophic events;
|
•
|
litigation;
|
•
|
our ability to retain key members of our senior management and key technical employees; and
|
•
|
information technology failures or cyber attacks.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
||||||
January 1 - 31, 2019
|
|
1,079,446
|
|
|
$
|
10.61
|
|
|
1,079,446
|
|
|
|
||
February 1 - 28, 2019
|
|
852,650
|
|
|
$
|
11.43
|
|
|
852,650
|
|
|
|
||
March 1 - 31, 2019
|
|
268,066
|
|
|
$
|
11.85
|
|
|
268,066
|
|
|
|
||
Total
|
|
2,200,162
|
|
|
$
|
11.08
|
|
|
2,200,162
|
|
|
$
|
21,672,000
|
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
10.1†*
|
|
|
10.2†
|
|
|
10.3†
|
|
|
10.4†
|
|
|
10.5†
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Data Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
|
|
BERRY PETROLEUM CORPORATION
|
|
|
(Registrant)
|
|
|
|
Date:
|
May 9, 2019
|
/s/
Cary Baetz
|
|
|
Cary Baetz
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
Date:
|
May 9, 2019
|
/s/
M. S. Helm
|
|
|
Michael S. Helm
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
1.
|
|
I have reviewed this quarterly report of Berry Petroleum Corporation (the “registrant”);
|
|
2.
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|||
|
b.
|
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|||
|
c.
|
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|||
|
5.
|
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|||
|
b.
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: May 9, 2019
|
/s/
A.T. Smith
|
|
A. T. "Trem" Smith
|
|
President and Chief Executive Officer
|
|
1.
|
|
I have reviewed this quarterly report of Berry Petroleum Corporation (the “registrant”);
|
|
2.
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|||
|
b.
|
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|||
|
c.
|
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|||
|
5.
|
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|||
|
b.
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date: May 9, 2019
|
/s/
Cary Baetz
|
|
Cary Baetz
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
Date: May 9, 2019
|
|
|
/s/
A. T. Smith
|
|
A. T. "Trem" Smith
|
|
President and Chief Executive Officer
|
|
/s/
Cary Baetz
|
|
Cary Baetz
|
|
Executive Vice President and
|
|
Chief Financial Officer
|