-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnbzlR8tRglhRZor8SYqTaO6f4gzM8dL5H72Ry1PnoIKCgeHHF42HB7kAheATc1g eHILyhQlylN+SBb3np7yGw== 0000778438-04-000017.txt : 20040505 0000778438-04-000017.hdr.sgml : 20040505 20040505100904 ACCESSION NUMBER: 0000778438-04-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PETROLEUM CO CENTRAL INDEX KEY: 0000778438 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770079387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09735 FILM NUMBER: 04779782 BUSINESS ADDRESS: STREET 1: 5201 TRUXTUN AVENUE, STREET 2: SUITE 300 CITY: BAKERSFIELD STATE: CA ZIP: 93309-0640 BUSINESS PHONE: 661 616-3900 MAIL ADDRESS: STREET 1: BERRY PETROLEUM CO STREET 2: 5201 TRUXTUN AVENUE, SUITE 300 CITY: BAKERSFIELD STATE: CA ZIP: 93309-0640 10-Q 1 bry10q.txt BRY10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2004 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.) 5201 Truxtun Avenue, Suite 300, Bakersfield, California 93309-0640 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (661) 616-3900 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 ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES (X) NO ( ) The number of shares of each of the registrant's classes of capital stock outstanding as of March 31, 2004, was 20,925,096 shares of Class A Common Stock ($.01 par value) and 898,892 shares of Class B Stock ($.01 par value). All of the Class B Stock is held by a shareholder who owns in excess of 5% of the outstanding stock of the registrant. BERRY PETROLEUM COMPANY MARCH 31, 2004 INDEX Page No. PART I. Financial Information Item 1. Financial Statements Condensed Balance Sheets at March 31, 2004 and December 31, 2003 3 Condensed Income Statements for the Three Month Periods Ended March 31, 2004 and 2003 4 Condensed Statements of Comprehensive Income for the Three Month Periods Ended March 31, 2004 and 2003 4 Condensed Statements of Cash Flows for the Three Month Periods Ended March 31, 2004 and 2003 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis Of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Item 4. Controls and Procedures 12 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURE 14 Certification of Chief Executive Officer 15 Certification of Chief Financial Officer 16 2 BERRY PETROLEUM COMPANY Part I. Financial Information Item 1. Financial Statements Condensed Balance Sheets (In Thousands, Except Share Information) March December 31, 31, 2004 2003 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 9,383 $ 10,658 Short-term investments available for sale 665 663 Accounts receivable 26,722 23,506 Deferred income taxes 4,858 4,410 Prepaid expenses and other 2,149 2,049 _________ _________ Total current assets 43,777 41,286 Oil and gas properties (successful efforts basis), buildings and equipment, net 306,545 295,151 Other assets 2,174 1,755 _________ _________ $ 352,496 $ 338,192 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 31,315 $ 32,490 Accrued liabilities 4,678 4,214 Federal and state income taxes payable 6,360 4,238 Fair value of derivatives 6,088 5,710 _________ _________ Total current liabilities 48,441 46,652 ========= ========= Long-term liabilities: Deferred income taxes 40,797 38,168 Long-term debt 50,000 50,000 Abandonment obligation 7,369 7,311 Other - 343 _________ _________ Total long-term liabilities 98,166 95,822 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; 20,925,096 shares issued and outstanding at March 31, 2004 209 209 (20,904,372 at December 31, 2003) 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 49,847 49,798 Deferred Stock Option Compensation (111) ( 120) Accumulated other comprehensive loss (3,267) (3,632) Retained earnings 159,202 149,454 _________ __________ Total shareholders' equity 205,889 195,718 _________ __________ $ 352,496 $ 338,192 ========= ========= 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 March 31, 2004 and 2003 (In Thousands, Except Per Share Information) (Unaudited) 2004 2003 Revenues: Sales of oil and gas $ 45,205 $ 34,354 Sales of electricity 11,934 12,418 Interest and other income, net 203 20 __________ __________ 57,342 46,792 __________ __________ Expenses: Operating costs - oil and gas production 18,020 13,184 Operating costs - electricity generation 11,934 12,418 Depreciation, depletion and amortization 7,209 4,454 General and administrative 3,301 2,257 Dry hole, abandonment and impairment - 2,487 Interest 531 209 __________ __________ 40,995 35,009 __________ __________ Income before income taxes 16,347 11,783 Provision for income taxes 4,198 2,606 __________ __________ Net income $ 12,149 $ 9,177 ========== ========== Basic net income per share $ .56 $ .42 ========== ========== Diluted net income per share $ .55 $ .42 ========== ========== Cash dividends per share $ .11 $ .10 ========== ========== Weighted average number of shares of capital stock outstanding used to calculate basic net income per share 21,817 21,758 Effect of dilutive securities: __________ __________ Stock options 404 120 Other 52 42 Weighted average number of shares of capital stock used to calculate diluted net income per share 22,273 21,920 ========== ========== Condensed Statements of Comprehensive Income Three Month Periods Ended March 31, 2004 and 2003 (in Thousands) (Unaudited) 2004 2003 Net income $ 12,149 $ 9,177 Unrealized gains (losses) on derivatives, (net of income taxes of $243 and $(1,422), respectively) 364 (2,133) __________ __________ Comprehensive income $ 12,513 $ 7,044 ========== ========== The accompanying notes are an integral part of these financial statements. 4 BERRY PETROLEUM COMPANY Part I. Financial Information Item 1. Financial Statements Condensed Statements of Cash Flows Three Month Periods Ended March 31, 2004 and 2003 (In Thousands) (Unaudited) 2004 2003 Cash flows from operating activities: Net income $ 12,149 $ 9,177 Depreciation, depletion and amortization 7,209 4,454 Dry hole, abandonment and impairment (105) 2,487 Deferred income tax liability 2,372 913 Other, net 146 59 (Increase) in current assets other than cash, cash equivalents and short-term (3,614) (5,287) investments Increase(decrease)in current liabilities 1,409 (3,444) __________ __________ Net cash provided by operating 19,566 8,359 activities Cash flows from investing activities: Capital expenditures (18,440) (2,324) Property acquisitions - (2,547) __________ __________ Net cash used in investing activities (18,440) (4,871) Cash flows from financing activities: Dividends paid (2,401) (2,175) __________ __________ Net cash used in financing activities (2,401) (2,175) __________ __________ Net (decrease)increase in cash and cash equivalents (1,275) 1,313 Cash and cash equivalents at beginning of year 10,658 9,866 __________ __________ Cash and cash equivalents at end of $ 9,383 $ 11,179 period ========== ========== Supplemental non-cash activity: Increase(decrease) in fair value of derivatives: Current (net of income taxes of $(151) and $(1,363) in 2004 and 2003, respectively) $ (227) $ (2,045) Non-current (net of income taxes of $394 and $(59) in 2004 and 2003, respectively) 591 (88) Net increase (decrease) to accumulated __________ __________ other comprehensive income $ 364 $ (2,133) ========== ========== The accompanying notes are an integral part of these financial statements. 5 BERRY PETROLEUM COMPANY Part I. Financial Information Item 1. Financial Statements Notes to Condensed Financial Statements March 31, 2004 (Unaudited) 1. All adjustments which are, in the opinion of Management, necessary for a fair presentation of the Company's financial position at March 31, 2004 and December 31, 2003 and results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003 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, 2003 financial statements. The December 31, 2003 Form 10-K should be read in conjunction herewith. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. 3. As allowed in Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended, the Company continues to apply Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees," and associated interpretations in recording compensation related to its stock option plan. Under SFAS No. 123, as amended, compensation cost would be recognized for the fair value of the employee's option rights. Had compensation cost for the Company's stock based compensation plan been based upon the fair value at the grant dates for awards under the plan consistent with SFAS No. 123, as amended, using the Black-Scholes Method, the Company's compensation cost, net of related tax effects, net income and earnings per share would have been recorded as the proforma amounts indicated below for the three months ended March 31, 2004 and 2003 (in thousands, except per share data): 2004 2003 Compensation cost, net of income taxes As reported $ 199 $ 20 Pro forma 320 151 Net income: As reported 12,149 9,177 Pro forma 12,028 9,046 Basic net income per share: As reported .56 .42 Pro forma .55 .42 Diluted net income per share: As reported .55 .42 Pro forma .54 .41 6 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 a record net income of $12.1 million, or $.55 per share (diluted), on revenues of $57.3 million in the first quarter of 2004, up 32% from net income of $9.2 million, or $.42 per share (diluted), in the first quarter of 2003, and up 14% from net income of $10.6 million, or $.48 per share (diluted), in the fourth quarter of 2003. Results in the first quarter of 2003 included an after-tax charge of $1.4 million, representing the cost of an unsuccessful pilot coalbed methane project and associated leasehold acquisition costs in Kansas. The following table presents certain comparative operating data for the first quarters of 2004 and 2003 and the fourth quarter of 2003. Three Months Ended Mar 31, Mar 31, Dec 31, 2004 2003 2003 Oil and gas: Net production - BOE/day 19,395 15,736 18,550 Per BOE: Average sales price, net of hedges (1) $ 25.58 $ 24.23 $ 22.68 Operating costs (2) 9.24 8.78 8.30 Production taxes .97 .53 .70 Total operating costs 10.21 9.31 9.00 Depreciation, depletion and amortization (DD&A) 4.08 3.15 3.61 General and administrative expenses(G&A) 1.87 1.59 1.71 Interest expense .30 .15 .33 Electricity: Electric power produced - MWh/day 2,167 2,137 2,101 Electric power sold - MWh/day 1,956 1,951 1,964 Average sales price, net of hedges - $/MWh 67.05 70.71 62.20 Fuel gas cost - $/MMBtu 5.09 5.40 4.37 (1)Comparative average West Texas Intermediate (WTI) price $ 35.25 $ 33.80 $ 31.16 (2)Includes monthly expenses in excess of monthly revenues from cogeneration 1.81 1.72 1.55 operations BOE = Barrels of Oil Equivalent The Company's production of oil and gas (BOE/day) in the first quarter of 2004 improved to 19,395, up 23% from 15,736 in the first quarter of 2003 and up 5% from 18,550 in the fourth quarter of 2003. Increased production is due primarily to the acquisition of the Brundage Canyon property in Utah in August 2003 and the subsequent development thereof. At Brundage Canyon, the Company drilled 27 new wells during 2003 and 14 new wells during the first quarter of 2004. Production from Brundage Canyon averaged approximately 2,100 BOE per day during the fourth quarter of 2003, increasing to approximately 3,200 BOE per day during the first quarter of 2004. To date, the performance of new wells has 7 exceeded Management's expectations with current net production from the field at approximately 3,700 BOE per day. The Company plans to drill, at a minimum, an additional 30 wells at Brundage Canyon during 2004. Production from the Company's California properties in the first quarter of 2004 remained strong and was within 1% of the record production of 16,164 BOE per day in the fourth quarter of 2003. The Company plans to drill a total of 44 wells on its California properties in 2004. With production increases projected from the Company's Brundage Canyon and California properties, Management is targeting total production in 2004 to exceed 20,500 BOE per day, up approximately 24% from 2003. The average price received per BOE, net of hedges, for the Company's crude oil in the first quarter of 2004 was $25.58 per barrel, up 6% from $24.23 per barrel received in the first quarter of 2003 and up 13% from $22.68 per barrel received in the fourth quarter of 2003. The Company has continued its practice of hedging a portion of its production to protect cash flows from severe revenue price declines. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for information related to these agreements and their impact on future revenues. The Company nets its oil hedging gains or losses into its revenue from the sale of oil and gas. For the first quarter of 2004, the effect of these agreements was to reduce the net realized price of crude oil by $2.68 per barrel compared to a reduction of $2.62 per barrel in the first quarter of 2003 and $1.91 per barrel in the fourth quarter of 2003. The Company did not enter into any new hedging arrangements in the first quarter of 2004. The Company sells approximately 85 MW of electricity from its cogeneration facilities. Approximately 65 MW is sold to utilities under Standard Offer (SO) contracts that are scheduled to terminate on December 31, 2004. In January 2004, the California Public Utility Commission (CPUC) issued a decision that orders the utilities to continue to purchase energy and capacity from Qualified Facilities (QFs), such as Berry, under 5- year SO contracts. The CPUC recently initiated a rulemaking to determine the price that will be paid under these SO contracts. The Company is carefully reviewing this and other options for the sale of energy beginning in 2005. The remaining 20 MW of electricity continues to be sold to a utility under a long-term SO contract that is scheduled to terminate in March 2009. Operating costs for the first three months of 2004 of $18.0 million were up 37% from $13.2 million in the first quarter of 2003 due primarily to the addition of a new core area in Utah. The operating costs in the first quarter of 2004 were up $2.6 million, or 17%, from $15.4 million in the fourth quarter of 2003 due primarily to increased steam costs. Operating costs on a per BOE basis in Utah are lower than in California due primarily to steam costs incurred to produce heavy crude oil in California. Companywide, the increase on a per BOE basis from the first quarter of 2003 to the first quarter of 2004 was due primarily to higher steam costs resulting from a 10% increase in injected steam volumes. The increase on a per BOE basis from the fourth quarter of 2003 to the first quarter of 2004 was also related to higher steam costs, in this case, due to higher fuel costs. The Company anticipates operating costs to average between $9.50 and $10.50 per BOE in 2004. 8 DD&A for the first quarter of 2004 was $7.2 million, up 62% from $4.5 million in the first quarter of 2003 and up 17% from $6.2 million in the fourth quarter of 2003. DD&A was higher due to the acquisition of the Brundage Canyon properties in 2003 and the cumulative effect of development activities in recent years. On a per BOE basis, DD&A was $4.08 in the first quarter of 2004, up from $3.15 and $3.61 in the first quarter of 2003 and fourth quarter of 2003, respectively. The Company anticipates its average DD&A rate for 2004 will approximate $3.80 to $4.20 per BOE. G&A for the first quarter of 2004 was $3.3 million, or $1.87 per BOE, up 46% from $2.3 million, or $1.59 per BOE, in the first quarter of 2003 and up 14% from $2.9 million, or $1.71 per BOE, in the fourth quarter of 2003. The increase in the first quarter of 2004 was due primarily to higher compensation related costs. For 2004, the Company expects G&A costs of approximately $12.0 million to $13.5 million with the primary variable being the quantity of stock option exercises. The Company estimates G&A costs to range from $1.60 to $1.80 per BOE in 2004. The Company experienced an effective tax rate of 26% for the first quarter of 2004 compared to 22% for the same period last year. The Company continues to invest in qualifying enhanced oil recovery (EOR) projects. However, the anticipated EOR credit in 2004 relative to higher pre-tax income resulting from higher oil prices and increased production resulted in a higher effective tax rate compared to the 2003 period. Based on current oil prices, the Company anticipates an effective tax rate for 2004 between 26% and 30%. Liquidity and Capital Resources Working capital as of March 31, 2004 was negative $4.7 million, down from $6.8 million as of March 31, 2003 and up from a negative $5.4 million as of December 31, 2003. Net cash provided by operating activities was $19.6 million in the first quarter of 2004, up from $8.4 million in the first quarter of 2003 due to higher production levels resulting from the acquisition of Brundage Canyon, improved production on California properties and increases in oil prices, and down from $24.8 million in the fourth quarter of 2003 due primarily to a $10.2 million payment in the first quarter of 2004 for an annual price- based royalty on a Company property. Cash was also used to fund $18.4 million in capital expenditures in the first quarter of 2004 which included drilling 35 new wells and completing 17 workovers. Of these totals, 21 new wells were drilled and 9 workovers were performed in California and 14 new wells were drilled and 8 workovers were performed on the Brundage Canyon properties. The Company plans to spend a total of approximately $53 million in 2004 on capital projects to drill a total of 44 new wells and perform 63 workovers in California and to drill a total of 44 new wells and perform 20 workovers in Brundage Canyon, and drill an additional 7 wells and perform 2 workovers in other Rocky Mountain and Mid-Continent properties. If WTI prices remain above $30 per barrel, the Company may accelerate some drilling projects. Excess cash will be targeted to acquisitions, additional development and debt reduction. 9 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, a limited marketplace for electricity sales within California, counterparty risk, competition, environmental risks, litigation uncertainties, drilling, development and operating risks, the availability of drilling rigs and other support services, legislative and/or judicial decisions and other government regulations. 10 BERRY PETROLEUM COMPANY Part I. Financial Information Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company enters into various financial contracts to hedge its exposure to commodity price risk associated with its crude oil production, electricity production and net natural gas volumes purchased for its steaming operations. These contracts related to crude oil and natural gas have historically been in the form of zero-cost collars and swaps. The Company generally attempts to hedge between 25% and 50% of its anticipated crude oil production each year and up to 30% of its anticipated net natural gas purchased each year. All of these hedges have historically been deemed to be cash flow hedges with the mark-to- market valuations of the collars provided by external sources, based on prices that are actually quoted. Based on NYMEX futures prices as of March 31, 2004, (WTI $33.82; Henry Hub (HH) $5.68) the Company would expect to make pre-tax future cash payments over the remaining term of its crude oil and natural gas hedges in place as follows: Impact of percent change in futures prices on earnings NYMEX Futures -20% -10% 10% 20% _______ ______ ______ _______ ______ Average WTI Price $33.82 $27.05 $30.44 $ 37.20 $40.58 Crude Oil gain/(loss) (in thousands) (8,250) 350 (5,250) (11,140) (14,040) Average HH Price $ 5.68 $ 4.54 $ 5.11 $ 6.25 $ 6.82 Natural Gas gain/(loss) (in thousands) 2,230 (2,260) (10) 4,480 6,730 The Company sells 100% of its electricity production, net of electricity used in its oil and gas operations, under SO contracts to major utilities. Three of the four SO contracts representing approximately 77% of the Company's electricity for sale expired on December 31, 2003. However, as ordered by the CPUC, these contracts have been extended through December 31, 2004 and the Company is evaluating its options beyond the revised termination dates. Among other things, the CPUC issued a decision in January 2004 that ordered the California utilities to offer SO contracts to certain QFs, such as Berry, for a term of 5 years. The CPUC recently initiated a rulemaking to determine the price that will be paid under these SO contracts. The Company sells the remaining 20 MW to a utility at $53.70 per MWh plus capacity through a long-term SO contract. The Company attempts to minimize credit exposure to counter parties through monitoring procedures and diversification. The Company's exposure to changes in interest rates results primarily from long-term debt. Total debt outstanding at both March 31, 2004 and December 31, 2003 was $50 million. Interest on amounts borrowed is charged at LIBOR plus 1.25% to 2.0%. Based on these borrowings, a 1% change in interest rates would not have a material impact on the Company's financial statements. 11 BERRY PETROLEUM COMPANY Part I. Financial Information Item 4. Controls and Procedures The Company's Management, with the participation of the Company's Interim Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Interim Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures as of the end of the period covered by this report were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. No change in the Company's internal control over financial reporting occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 12 BERRY PETROLEUM COMPANY Part II. Other Information PART II OTHER INFORMATION (a) Exhibits Exhibit No. Description 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * * Filed herewith (b) Reports on Form 8-K On January 13, 2004, the Company filed a Form 8-K reporting an Item 9 - Regulation FD Disclosure to furnish the Securities and Exchange Commission a copy of the Company's press release announcing the board of directors approved a 2004 capital expenditure budget of approximately $50 million. On February 18, 2004, the Company filed a Form 8-K reporting an Item 9 - Regulation FD Disclosure to furnish the Securities and Exchange Commission a copy of the Company's press release announcing financial results for the three months and fiscal year ended December 31, 2003. On April 26, 2004, the Company filed a Form 8-K reporting an Item 9 - Regulation FD Disclosure to furnish the Securities and Exchange Commission a copy of the Company's press release announcing the retirement of Jerry V. Hoffman as president and chief executive officer, and the appointment of Robert F. Heinemann as Interim President and Interim Chief Executive Officer. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized on May 5, 2004. BERRY PETROLEUM COMPANY /s/ Donald A. Dale Donald A. Dale Controller (Principal Accounting Officer) Date: May 5, 2004 14 EX-31 2 ex31_1.txt CEOCERT Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert F. Heinemann, Chairman, Interim President and Interim Chief Executive Officer of Berry Petroleum Company certify that: 1. I have reviewed this quarterly report on Form 10-Q of Berry Petroleum Company; 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 officers 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 is made known to us by others within the registrant, 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; 5. The registrant's other certifying officer 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 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 controls 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 controls over financial reporting. Date: May 5, 2004 /s/ Robert F. Heinemann Robert F. Heinemann Chairman, Interim President and Interim Chief Executive Officer 15 EX-31 3 ex31_2.txt CFOCERT Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ralph J. Goehring, Senior Vice President and Chief Financial Officer of Berry Petroleum Company, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Berry Petroleum Company; 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 officers 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 is made known to us by others within the registrant, 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; 5. The registrant's other certifying officer 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 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 controls 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 controls over financial reporting. Date: May 5, 2004 /s/ Ralph J.Goehring Ralph J. Goehring Senior Vice President and Chief Financial Officer 16 EX-32 4 ex32_1.txt CEO906CERT Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Berry Petroleum Company (the "Company") on Form 10-Q for the period ending March 31, 2004 (the 'Report') for the purpose of complying with Rule 13a-14(b) of the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, Robert F. Heinemann, Chairman, Interim President and Interim Chief Executive Officer of Berry Petroleum Company (the "Company"), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert F. Heinemann Robert F. Heinemann Chairman, Interim President and Interim Chief Executive Officer May 5, 2004 17 EX-32 5 ex32_2.txt CFO906CERT Exhibit 32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Berry Petroleum Company (the "Company") on Form 10-Q for the period ending March 31, 2004 (the 'Report') for the purpose of complying with Rule 13a-14(b) of the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, Ralph J. Goehring, Senior Vice President and Chief Financial Officer of Berry Petroleum Company (the "Company"), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ralph J. Goehring Ralph J. Goehring Senior Vice President and Chief Financial Officer May 5, 2004 18 -----END PRIVACY-ENHANCED MESSAGE-----