•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;

•the creditworthiness and performance of our counterparties with respect to our hedges;

•impact of derivatives legislation affecting our ability to hedge;

•failure of risk management and ineffectiveness of internal controls;

•catastrophic events, including wildfires, earthquakes and pandemics;

•environmental risks and liabilities under federal, state, tribal and local laws and regulations (including remedial actions);

•potential liability resulting from pending or future litigation;

•our ability to recruit and/or retain key members of our senior management and key technical employees;

•information technology failures or cyber attacks; and

•governmental actions and political conditions, as well as the actions by other third parties that are beyond our control.

Except as required by law, we undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For the three months ended March 31, ~~2020,~~2021, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under the caption Management’s Discussion and Analysis of Financial Condition and Results of Operations (Incorporating Item 7A)- Quantitative and Qualitative Disclosures About Market Risk, in the ~~2019~~2020 Annual Report, except as discussed below.

Price Risk

Our most significant market risk relates to prices for oil, natural gas, and NGLs. Management expects energy prices to remain unpredictable and potentially volatile. As energy prices decline or rise significantly, revenues, certain costs such as fuel gas, and cash flows are likewise affected. Additional non-cash impairment charges for our oil and gas properties may be required if commodity prices experience ~~further~~ significant declines.

We have hedged a large portion of our expected crude oil production and our natural gas purchase requirements to reduce exposure to fluctuations in commodity prices. We use derivatives such as swaps, calls and puts to hedge. We do not enter into derivative contracts for speculative trading purposes and we have not accounted for our derivatives

as cash-flow or fair-value hedges. We continuously consider the level of our oil production and gas purchases that is appropriate to hedge based on a variety of factors, including, among other things, current and future expected commodity prices, our expected capital and operating costs, our overall risk profile, including leverage, size and scale, as well as any requirements for, or restrictions on, levels of hedging contained in any credit facility or other debt instrument applicable at the time.

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We determine the fair value of our oil and gas sales and natural gas purchase derivatives using valuation techniques which utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties. We validate data provided by third parties by understanding the valuation inputs used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those instruments trade in active markets. At March 31, ~~2020,~~2021, the fair value of our hedge positions was a net ~~asset~~liability of approximately ~~$185~~$47 million. A 10% increase in the oil and natural gas index prices above the March 31, ~~2020~~2021 prices would result in a ~~decrease in the~~ net ~~asset to~~liability of approximately ~~$171~~$89 million; conversely, a 10% decrease in the oil and natural gas index prices below the March 31, ~~2020~~2021 prices would result in ~~an increase in the~~a net ~~asset to~~liability of approximately ~~$233~~$29 million. For additional information about derivative activity, see Note 3.3, Derivatives, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Actual gains or losses recognized related to our derivative contracts depend exclusively on the price of the underlying commodities on the specified settlement dates provided by the derivative contracts.

~~Credit Risk~~

~~Our credit risk relates primarily~~ Additionally, we cannot be assured that our counterparties will be able to trade receivables and derivative financial instruments. Credit exposure for each customer is monitored for outstanding balances and current activity. For derivative instruments entered into as part of our hedging program, we are subject to counterparty credit risk to the extent the counterparty is unable to meet its settlement commitments. We actively manage this credit risk by selecting counterparties that we believe to be financially strong and continue to monitor their financial health. Concentration of credit risk is regularly reviewed to ensure that counterparty credit risk is adequately diversified.

~~As of March 31, 2020, the substantial majority of the credit exposure related to~~perform under our derivative ~~financial instruments was with investment grade counterparties. We believe exposure~~contracts. If a counterparty fails to ~~credit-related losses at March 31, 2020 was not material~~perform and ~~actual losses associated with credit risk have not been material for all periods presented.~~the derivative arrangement is terminated, our cash flows could be negatively impacted.

~~Interest Rate Risk~~

Our RBL Facility has a variable interest rate on outstanding balances. As of March 31, 2020, we had approximately $11 million in borrowings under our RBL Facility and thus the interest rate risk exposure is not material. The 2026 Notes have a fixed interest rate and thus we are not exposed to interest rate risk on these instruments. See Note 2 to our consolidated financial statements for additional information regarding interest rates on our outstanding debt.

Item 4. Controls and Procedures

Our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer supervised and participated in our evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, they each concluded that our disclosure controls and procedures were effective as of March 31, ~~2020.~~

2021.

There were no changes in the Company’s internal control over financial reporting during the first quarter of ~~2020~~2021 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

We are involved in various legal and administrative proceedings in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on our results of operations, liquidity or financial condition.

Securities Litigation Matter

On November, 20, 2020, Luis Torres, individually and on behalf of a putative class, filed a securities class action lawsuit (the “Torres Lawsuit”) in the United States District Court for the Northern District of Texas against Berry Corp. and certain of its current and former directors and officers, including our Board Chair and Chief Executive Officer Trem Smith and Chief Financial Officer and Board member Cary Baetz (collectively, the “Defendants”). The complaint asserts violations of Sections 11 and 15 of the Securities Act of 1933, and Sections 10(b) and 20(a) of the Exchange Act of 1934, on behalf of a putative class of all persons who purchased or otherwise acquired (i) common stock pursuant and/or traceable to the Company’s initial public offering (“IPO”); or (ii) Berry Corp.'s securities between July 26, 2018 and November 3, 2020 (the “Class Period”). In particular, the complaint alleges that the Defendants made false and misleading statements during the Class Period and in the offering materials for the IPO, concerning the Company’s business, operational efficiency and stability, and compliance policies, that artificially inflated the Company’s stock price, resulting in injury to the purported class members when the value of Berry Corp.’s common stock declined following release of its financial results for the third quarter of 2020 on November 3, 2020. The complaint does not quantify the alleged losses but seeks to recover all damages sustained by the putative class as a result of these alleged securities violations, as well as attorneys’ fees and costs.

On January 21, 2021, multiple plaintiffs filed motions in the Torres Lawsuit seeking to be appointed lead plaintiff and lead counsel. Once those motions are decided, and the court appoints a lead plaintiff and lead counsel, the lead plaintiff will likely file an amended complaint, and defendants will then move to dismiss. We dispute these claims and intend to defend the matter vigorously. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this action.

Environmental Matters

We received a Notice of Violation & Proposed Settlement, dated January 13, 2021, from the San Joaquin Valley Air Pollution Control District (“APCD”) for purported violation of APCD Rule 2520 when we inadvertently exceeded the capacity of one of our tank vapor recovery systems in Poso Creek Field as a result of diverting production fluids and gas from a shutdown tank into another operating tank. In the notice, the APCD imposed a civil penalty in the amount of $409,650 along with an offer to negotiate a settlement. We intended to negotiate a settlement of this matter and currently expect the settlement amount to be less than the imposed penalty, however, we cannot estimate with certainty the amount of the final penalty.

Other Matters.

For additional information regarding legal proceedings, see Note 4 to the condensed consolidated financial statements in Part I of this Form 10-Q and Note 5 to our consolidated financial statements for the year ended December 31, ~~2019~~2020 included in the Annual Report.

Item 1A. Risk Factors

~~In addition~~We are subject to ~~factors noted~~various risks and uncertainties in the course of our business. A discussion of such risks and uncertainties may be found under the heading “Item 1A. Risk Factors” in our most recent Annual ~~Report, additional factors that may curtail, delay or cancel our scheduled drilling projects and ongoing operations, include the following:~~Report.

The COVID-19 pandemic has adversely affected our business, and the ultimate effect on our operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

~~In early 2020, global health care systems and economies began to experience strain from the spread~~Table of COVID-19. This pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the pandemic has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities. As a result, there has been a significant reduction in demand for and prices of crude oil, natural gas and NGL, which was compounded by the announcement by Saudi Arabia of a significant increase in its maximum crude oil production capacity as well as the announcement by Russia that previously agreed upon oil production cuts between members of OPEC+ would expire on April 1, 2020, and the ensuing expiration thereof. Contents

In mid-April 2020, members of OPEC+ agreed to certain production cuts; however, these cuts have yet to offset the significant decrease in demand resulting from the COVID-19 pandemic and related economic repercussions. As of May 1, 2020, the benchmark Brent oil price was $26.44 per barrel as compared to the average benchmark Brent oil price was $63.15 per barrel used to determine our 2019 year end reserves based on SEC pricing. The current futures forward curve for Brent crude indicates that prices may continue at extremely low levels for an extended time. Additionally, although the California market generally receives Brent-influenced pricing, California oil prices are determined ultimately by local supply and demand dynamics. Even as Brent pricing has fallen due to demand destruction caused by the COVID-19 pandemic coupled with the OPEC+ supply surge, we have recently experienced an adverse widening in the price differential between Brent and the California benchmark due to the lack of local demand and storage capacity. If California pricing remains weak, or declines further, our financial and operating results will be adversely affected.

If the reduced demand for and prices of crude oil and NGLs continue for a prolonged period, our operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to our properties may be materially and adversely affected. At the end of March 2020, the Company reduced its planned capital expenditures by more than 50% to $65 million, which may negatively impact the Company’s production levels in future quarters due to the natural production decline of its assets until such time as it is able to resume drilling, which combined with expected lower commodity prices would materially adversely affect our cash flows and may materially and adversely affect the quantity of estimated proved reserves that may be attributed to our properties or cause the Company to take an additional impairment. A persistent price decline could adversely affect the economics of our existing wells and planned future wells, possibly result in additional impairment charges to existing properties and cause us to delay or abandon planned drilling operations as uneconomical.

Our operations also may be adversely affected if significant portions of our workforce- and that of our customers and suppliers - are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. Over the later part of March, we implemented workplace restrictions in response to developing government directives and we are continuing to monitor national, state and local government directives where we have operations and/or offices. For the last several weeks, most of our personnel have been working remotely and many of our key vendors, service suppliers and partners have been as well. As a result of such remote

work arrangements, certain operational and other processes could slow which may result in longer time to execute critical business functions, higher operating costs and uncertainties regarding the quality of services and supplies, any of which could adversely affect our operating results for as long as the current pandemic persists and potentially for some time after the pandemic subsides.

The extent to which the COVID-19 pandemic adversely affects our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

Our ability to operate profitably and our financial condition are highly dependent on energy prices. The outbreak of COVID-19 followed by certain actions taken by OPEC + caused crude oil prices to decline significantly in the first quarter of 2020, and that deterioration has continued into the second quarter. If oil prices continue to decline or remain at current levels for a prolonged period, our business, financial condition and results of operations may be materially and adversely affected.

The price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been extremely volatile and these markets will likely continue to be volatile in the future. The prices we receive for our production depend on numerous factors beyond our control. These factors include, but are not limited to, the following:

changes in global supply and demand for oil and natural gas, including changes in demand resulting from general and specific economic conditions relating to the business cycle and other factors (e.g., global health epidemics such as the recent COVID-19 pandemic);

~~the actions of OPEC / OPEC+;~~

~~the price and quantity of imports of foreign oil and natural gas;~~

~~political conditions, including embargoes, in or affecting other oil-producing activity;~~

~~the level of global oil and natural gas exploration and production activity~~

~~the level of global oil and natural gas inventories;~~

~~weather conditions;~~

~~technological advances affecting energy consumption; and~~

~~the price and availability of alternative fuels.~~

Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. and global economies experience weakness, demand for energy may decline. Similarly, should growth in global energy production outstrip demand, excess supplies may arise. Declines in demand and excess supplies may result in accompanying declines in commodity prices and deterioration of our financial position along with our ability to operate profitably and our ability to obtain financing to support operations.

In the first quarter of 2020, crude oil prices fell sharply and dramatically, due in part to significantly decreased demand as a result of the COVID-19 pandemic and the announcement by Saudi Arabia of a significant increase in its maximum crude oil production capacity as well as the announcement by Russia that previously agreed upon oil production cuts between members of OPEC+ would expire on April 1, 2020, and the ensuing expiration thereof. On April 12, 2020, members of OPEC+ agreed to certain production cuts; however, these cuts have yet to offset the significant decrease in demand resulting from the COVID-19 pandemic and related economic repercussions, and oil prices have remained at historical low levels for the second quarter. Though the California market generally receives Brent-influenced pricing, California oil prices are determined ultimately by local supply and demand dynamics. Moreover, even as Brent pricing has fallen due to demand destruction caused by the COVID-19 pandemic coupled with the OPEC+ supply surge, we have also experienced a widening in the price differential between Brent pricing and

the California benchmark pricing, caused primarily by the lack of local demand and storage capacity. If California pricing remains weak, or declines further, our financial and operating results will be adversely affected.

Additionally, the sudden and extreme supply demand in-balance has also resulted in a lack of storage capacity, and if storage availability does not increase in the near term Brent and/or California oil prices may go materially lower and could potentially even become negative as WTI oil prices did on April 20, 2020. If crude oil prices continue to decline or remain at current levels for a prolonged period, our operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to our properties may be materially and adversely affected.

Past declines in prices reduced, and any declines that may occur in the future can be expected to reduce, our revenues and profitability as well as the value of our reserves. Such declines adversely affect well and reserve economics and may reduce the amount of oil and natural gas that we can produce economically, resulting in deferral or cancellation of planned drilling and related activities until such time, if ever, as economic conditions improve sufficiently to support such operations. Any extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

The marketability of our production is dependent upon transportation and storage facilities and other facilities, most of which we do not control, and the availability of such transportation and storage capabilities, which have been severely limited by recent market conditions related to the COVID-19 pandemic and the current oversupply of oil and natural gas. If additional facilities do not become available, or, even if such facilities are available, but we are unable to access such facilities on commercially reasonable terms, our operations will likely be interrupted, our production could be curtailed, and our revenues reduced, among other consequences.

The marketing of oil, natural gas and NGLs production depends in large part on the availability, proximity and capacity of trucks, pipelines and storage facilities, gas gathering systems and other transportation, processing and refining facilities, as well as the existence of adequate markets. Because of the significantly reduced demand for oil and natural gas as a result of the COVID-19 pandemic and the current oversupply of oil and natural gas in the market, available storage and transportation capacity for our production is very limited and may become completely unavailable in the near future. Storage has become increasingly scarce due to the unprecedented dual impact of a severe global oil demand decline coupled with a substantial increase in supply. As traditional tanks have filled, large quantities of oil are being stored in offshore tankers around the world, including off the coast of California. Where storage is available, such as offshore tankers, storage costs have increased sharply. If the imbalance between supply and demand and the related shortage of storage capacity do not improve, the prices we receive for our production will likely continue to deteriorate and could potentially even become negative as WTI oil prices did on April 20, 2020.

Based on our current storage commitments, and assuming we are unable to obtain additional storage in the near term, beginning in the second quarter of 2020, we could be forced to shut-in a significant amount of our California production, as well as curtail some of our Utah and Colorado production, which could have a material, adverse effect on our financial condition, liquidity and operational results. Whether and when we will have to reduce or shut-in production, and the extent and duration to which we may have to do so, cannot be reasonably predicted at this time. If we are forced to shut in production, we will incur additional costs to bring the associated wells back online. While production is shut in, we will likely incur additional costs and operating expenses to, among other things, maintain the health of the reservoirs, meet contractual obligations and protect our interests, but without the associated revenue. Additionally, depending on the duration of the shut-in, and whether we have also shut-in steam injection for the associated reservoirs rather than incur those costs, the wells may not, initially or at all, come back online at similar rates to those at the time of shut-in. Depending on the duration of the steam injection shut-in time, and the resulting inefficiency and economics of restoring the reservoir to its energetic and heated state, our proved reserve estimates could be decreased and there could be potential impairments and associated charges to our earnings. A reduction in our reserves could also result in a reduction to our borrowing base under the RBL Facility and our liquidity. The ultimate significance of the impact of any production disruptions, including the extent of the adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue which will, in turn, depend on the how long storage remains filled and unavailable to us, which is largely based on the lack of demand for our products due to the impact of the COVID-19 impact, the duration of which is currently unknowable.

In addition to the constraints we are facing due to storage capacity shortages, the volume of oil and natural gas that we can produce is subject to limitations resulting from pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, and physical damage to the gathering, transportation, storage, processing, fractionation, refining or export facilities that we utilize. The curtailments arising from these and similar circumstances may last from a few days to several months or longer and, in many cases, we may be provided only limited, if any, advance notice as to when these circumstances will arise and their duration. Any such shut in or curtailment, or any inability to obtain favorable terms for delivery of the oil and natural gas produced from our fields, would adversely affect our financial condition and results of operations.

We may not be able to use a portion of our net operating loss carryforwards and other tax attributes to reduce our future U.S. federal and state income tax obligations, which could adversely affect our net income and cash flows.

We currently have substantial U.S. federal and state net operating loss (“NOL”) carryforwards and U.S. federal general business credits of approximately (subject to change each quarter; as of December 31, 2019 estimated U.S. federal and state net operating loss (“NOL”) carryforwards of approximately $121.8 million and $42.1 million, respectively, and U.S. federal general business credits of approximately $47.6 million). Our ability to use these tax attributes to reduce our future U.S. federal and state income tax obligations depends on many factors, including our future taxable income, which cannot be assured. In addition, our ability to use NOL carryforwards and other tax attributes may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the “Code”). Under those sections of the Code, if a corporation undergoes an “ownership change” (as defined in Section 382 of the Code), the corporation’s ability to use its pre-change NOL carryforwards and other tax attributes may be substantially limited.

Determining the limitations under Section 382 of the Code is technical and highly complex. A corporation generally will experience an ownership change if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. We may in the future undergo an ownership change under Section 382 of the Code. If an ownership change occurs, our ability to use our NOL carryforwards and other tax attributes to reduce our future U.S. federal and state income tax obligations may be materially limited, which could adversely affect our net income and cash flows.

~~The payment of dividends will be at the discretion of our Board of Directors.~~

While we have regularly declared a quarterly dividend since our July IPO, including a dividend of $0.12 per share for the first quarter of 2020, the payment and amount of future dividend payments, if any, are subject to declaration by our Board of Directors. Such payments will depend on various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, our taxable income, our operating expenses and other factors our board of directors deems relevant. Additionally, covenants contained in our RBL Facility and the indentures governing our 2026 Notes could limit the payment of dividends. In April 2020, in response to the unprecedented impact on our business from the significant decline in oil prices and the COVID-19 pandemic, we temporarily suspended our quarterly dividend until oil prices recover. We are under no obligation to make dividend payments on our common stock and cannot be certain when such payments may resume in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities

Stock Repurchase Program

In December 2018, we announced that our Board of Directors had adopted a program for the opportunistic repurchase of up to $100 million of our common stock. Based on the Board’s evaluation of market conditions for our common stock at that time, they authorized initial repurchases of up to $50 million under the program. In February 2020, the Board of Directors authorized the repurchase of the remaining $50 million of our $100 million repurchase program. We are not required or otherwise obligated to repurchase any additional shares any repurchases may be commenced or suspended at any time without

~~notice.~~ Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means, as determined in the Company's sole discretion. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and does not obligate Berry Corp. to purchase shares during any period or at all. Any shares acquired will be available for general corporate purposes.

The Company has repurchased a total of 5,057,682 shares under the stock repurchase program for approximately $50 million of our $100 million repurchase program as of December 31, 2019. ~~For~~In February 2020, the ~~three months ended March 31,~~Board of Directors authorized the repurchase of the remaining $50 million of our $100 million repurchase program. No additional shares were purchased in 2020 ~~we did not repurchase any~~or in the first quarter of 2021. The remaining approximate dollar value of the shares that may yet be purchased under the ~~stock repurchase program.~~plan is $50 million.

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Item 6. Exhibits



Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of Berry Petroleum Corporation (incorporated by reference to Exhibit 3.1 of Form 8-K filed February 19, 2020)
3.2		Third Amended and Restated Bylaws of Berry Corporation (bry) (incorporated by reference to Exhibit 3.2 of Form 8-K filed February 19, 2020)
3.3		Certificate of Designation of Series A Convertible Preferred Stock of Berry Petroleum Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-226011))
3.4		Certificate of Amendment to Certificate of Designation (incorporated by reference to Exhibit 3.1 of Form 8-K filed July 30, 2018)
~~10.1~~10.1†*		~~Second Amended and Restated Employment~~Berry Corporation (bry) Form of Performance-Based Restricted Stock Unit Award Agreement ~~by and between Berry Petroleum Company, LLC and Cary D. Baetz, effective March 1, 2020 (incorporated by reference to Exhibit 10.1 of Form 8-K filed March 30, 2020)~~(TSR) for Executive Officers
~~10.2~~10.2†*		~~Second Amended and Restated Employment~~Berry Corporation (bry) Form of Performance-Based Restricted Stock Unit Award Agreement ~~by and between Berry Petroleum Company, LLC and Gary A. Grove, effective March 1, 2020 (incorporated by reference to Exhibit 10.1 of Form 8-K filed March 30, 2020)~~(CROIC) for Executive Officers
31.1*		Section 302 Certification of Chief Executive Officer
31.2*		Section 302 Certification of Chief Financial Officer
32.1*		Section 906 Certification of Chief Executive Officer and Chief Financial Officer
~~99.1~~101.INS*		~~Berry Corporation (bry) Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of Form 8-K filed March 30, 2020)~~
101.INS*	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Data Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________


*	~~Filed herewith.~~

(†) Indicates a management contract or compensatory plan or arrangement.

(*) Filed herewith.

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GLOSSARY OF COMMONLY USED TERMS

The following are abbreviations and definitions of certain terms that may be used in this report, which are commonly used in the oil and natural gas industry:

“Absolute TSR”means absolute total stockholder return.

“AROs”means asset retirement obligations.

“Adjusted EBITDA” is a non-GAAP financial measure defined as earnings before interest expense; income taxes; depreciation, depletion, and amortization; derivative gains or losses net of cash received or paid for scheduled derivative settlements; impairments; stock compensation expense; and other unusual, out-of-period and infrequent ~~items, including gains and losses on sale of assets, restructuring costs and reorganization~~ items.

“Adjusted G&A” or “Adjusted General and Administrative Expenses” is a non-GAAP financial measure defined as general and administrative expenses adjusted for ~~restructuring and other non-recurring costs and~~ non-cash stock compensation ~~expense.~~expense and unusual, out of period and infrequent costs.

“Adjusted Net Income (Loss)” is a non-GAAP financial measure defined as net income (loss) adjusted for derivative gains or losses net of cash received or paid for scheduled derivative settlements, other unusual, out-of-period and infrequent items, ~~including restructuring costs and reorganization items~~ and the income tax expense or benefit of these adjustments using our effective tax rate.

“API” gravity means the relative density, expressed in degrees, of petroleum liquids based on a specific gravity scale developed by the American Petroleum Institute.

“basin” means a large area with a relatively thick accumulation of sedimentary rocks.

“~~Bbl~~bbl” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

“~~Bcf~~bcf” means one billion cubic feet, which is a unit of measurement of volume for natural gas.

“BLM” means for the U.S. Bureau of Land Management.

“~~Boe~~boe” means barrel of oil equivalent, determined using the ratio of one Bbl of oil, condensate or natural gas liquids to six Mcf of natural gas.

“~~Boe/~~boe/d” means ~~Boe~~boe per day.

“Break even” means the Brent price at which we expect to generate positive Levered Free Cash Flow.

“Brent” means the reference price paid in U.S. dollars for a barrel of light sweet crude oil produced from the Brent field in the UK sector of the North Sea.

“~~Btu~~btu” means one British thermal unit—a measure of the amount of energy required to raise the temperature of a one-pound mass of water one degree Fahrenheit at sea level.

“CAA” is an abbreviation for the Clean Air Act, which governs air emissions.

“CalGEM” is an abbreviation for the California Geologic Energy Management Division.

“Cap-and-trade” is a statewide program in California established by the Global Warming Solutions Act of 2006 which outlined an enforceable compliance obligation beginning with 2013 GHG emissions and currently extended through 2030.

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“CARB” is an abbreviation for the California Air Resources Board.

“CCA” or “CCAs” is an abbreviation for California carbon allowances.

“CERCLA” is an abbreviation for the Comprehensive Environmental Response, Compensation and Liability Act, which imposes liability where hazardous substances have been released into the environment (commonly known as “Superfund”).

“Clean Water Rule” refers to the rule issued in August 2015 by the EPA and U.S. Army Corps of Engineers which expanded the scope of the federal jurisdiction over wetlands and other types of waters.

“COGCC” is an abbreviation for the Colorado Oil and Gas Conservation Commission.

“Completion” means the installation of permanent equipment for the production of oil or natural gas.

“Condensate” means a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

“CPUC” is an abbreviation for the California Public Utilities Commission.

“CWA” is an abbreviation for the Clean Water Act, which governs discharges to and excavations within the waters of the United States.

“DD&A” means depreciation, depletion & amortization.

“Development drilling”or “Development well” means a well drilled to a known producing formation in a previously discovered field, usually offsetting a producing well on the same or an adjacent oil and natural gas lease.

“Diatomite” means a sedimentary rock composed primarily of siliceous, diatom shells.

“Differential” means an adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.

“Downspacing” means additional wells drilled between known producing wells to better develop the reservoir.

"“EH~~&S"~~&S” is an abbreviation for Environmental, Health & Safety.

“Enhanced oil recovery” means a technique for increasing the amount of oil that can be extracted from a field.

“EOR” means enhanced oil recovery.

“EPA” is an abbreviation for the United States Environmental Protection Agency.

“EPS” is an abbreviation for earnings per share.

“ESA” is an abbreviation for the federal Endangered Species Act.

“Exploration activities” means the initial phase of oil and natural gas operations that includes the generation of a prospect or play and the drilling of an exploration well.

“FASB” is an abbreviation for the Financial Accounting Standards Board.

“FERC” is an abbreviation for the Federal Energy Regulatory Commission.

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“Field” means an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition.

“FIP” is an abbreviation for Federal Implementation Plan.

“Formation” means a layer of rock which has distinct characteristics that differ from those of nearby rock.

“Fracturing” means mechanically inducing a crack or surface of breakage within rock not related to foliation or cleavage in metamorphic rock in order to enhance the permeability of rocks by connecting pores together.

“GAAP” is an abbreviation for U.S. generally accepted accounting principles.

“Gas” or “Natural gas” means the lighter hydrocarbons and associated non-hydrocarbon substances occurring naturally in an underground reservoir, which under atmospheric conditions are essentially gases but which may contain liquids.

“GHG” or “GHGs” is an abbreviation for greenhouse gases.

“Gross Acres” or “Gross Wells” means the total acres or wells, as the case may be, in which we have a working interest.

“Held by production” means acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of oil or natural gas.

“Henry Hub” is a distribution hub on the natural gas pipeline system in Erath, Louisiana.

“Hydraulic fracturing” means a procedure to stimulate production by forcing a mixture of fluid and proppant (usually sand) into the formation under high pressure. This creates artificial fractures in the reservoir rock, which increases permeability.

“Horizontal drilling” means a wellbore that is drilled laterally.

“ICE” means Intercontinental Exchange.

“Infill drilling” means drilling of an additional well or wells at less than existing spacing to more adequately drain a reservoir.

“Injection Well” means a well in which water, gas or steam is injected, the primary objective typically being to maintain reservoir pressure and/or improve hydrocarbon recovery.

“IOR” means improved oil recovery.

“IPO”is an abbreviation for initial public offering.

“LCFS” is an abbreviation for low carbon fuel standard.

“Leases” means full or partial interests in oil or gas properties authorizing the owner of the lease to drill for, produce and sell oil and natural gas in exchange for any or all of rental, bonus and royalty payments. Leases are generally acquired from private landowners (fee leases) and from federal and state governments on acreage held by them.

“Levered Free Cash Flow” is a non-GAAP financial measure defined as Adjusted EBITDA less interest expense, dividends and capital expenditures.

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“LIBOR” is an abbreviation for London Interbank Offered Rate.

“~~MBbl~~mbbl” means one thousand barrels of oil, condensate or NGLs.

“~~MBbl/~~mbbl/d” means ~~MBbl~~mbbl per day.

“~~MBoe~~mboe” means one thousand barrels of oil equivalent.

“~~MBoe/~~mboe/d” means ~~MBoe~~mboe per day.

“~~Mcf~~mcf” means one thousand cubic feet, which is a unit of measurement of volume for natural gas.

“~~MMBbl~~mmbbl” means one million barrels of oil, condensate or NGLs.

“~~MMBoe~~mmboe” means one million barrels of oil equivalent.

“~~MMBtu~~mmbtu” means one million ~~Btus.~~btus.

“~~MMcf~~mmbtu/d” means mmbtu per day.

“mmcf” means one million cubic feet, which is a unit of measurement of volume for natural gas.

“~~MMcf/~~mmcf/d” means ~~MMcf~~mmcf per day.

“MTBA” is an abbreviation for Migratory Bird Treaty Act.

“MW” means megawatt.

“MWHs”means megawatt hours.

“NAAQS” is an abbreviation for the National Ambient Air Quality Standard.

“NASDAQ” means Nasdaq Global Select Market.

“NEPA” is an abbreviation for the National Environmental Policy Act, which requires careful evaluation of the environmental impacts of oil and natural gas production activities on federal lands.

“Net Acres” or “Net Wells” is the sum of the fractional working interests owned in gross acres or wells, as the case may be, expressed as whole numbers and fractions thereof.

“Net revenue interest” means all of the working interests, less all royalties, overriding royalties, non-participating royalties, net profits interest or similar burdens on or measured by production from oil and natural gas.

“NGA” is an abbreviation for the Natural Gas Act.

“NGL” or “NGLs” means natural gas liquids, which are the hydrocarbon liquids contained within natural gas.

“NRI” is an abbreviation for net revenue interest.

“NYMEX” means New York Mercantile Exchange.

“Oil” means crude oil or condensate.

“OPEC” is an abbreviation for the Organization of the Petroleum Exporting Countries.

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“Operator” means the individual or company responsible to the working interest owners for the exploration, development and production of an oil or natural gas well or lease.

“OSHA” is an abbreviation for the Occupational Safety and Health Act of 1970.

“OTC”means over-the-counter

“PALs” is an abbreviation for project approval letters.

“PCAOB” is an abbreviation for the Public Company Accounting Oversight Board.

“PDNP” is an abbreviation for proved developed non-producing.

“PDP” is an abbreviation for proved developed producing.

“Permeability” means the ability, or measurement of a rock’s ability, to transmit fluids.

“PHMSA” is an abbreviation for the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration.

“Play” means a regionally distributed oil and natural gas accumulation. Resource plays are characterized by continuous, aerially extensive hydrocarbon accumulations.

“PPA” is an abbreviation for power purchase agreement.

“Production costs” means costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. For a complete definition of production costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(20).

“Productive well” means a well that is producing oil, natural gas or NGLs or that is capable of production.

“Proppant” means sized particles mixed with fracturing fluid to hold fractures open after a hydraulic fracturing treatment.

“Prospect” means a specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

“Proved developed reserves” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

“Proved developed producing reserves” means reserves that are being recovered through existing wells with existing equipment and operating methods.

“Proved reserves” means the estimated quantities of oil, gas and gas liquids, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

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“Proved undeveloped drilling location” means a site on which a development well can be drilled consistent with spacing rules for purposes of recovering proved undeveloped reserves.

“Proved undeveloped reserves” or “PUDs” means proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

“PSUs” means performance-based restricted stock units

“PURPA” is an abbreviation for the Public Utility Regulatory Policies Act.

“PV-10” is a non-GAAP financial measure and represents the present value of estimated future cash inflows from proved oil and gas reserves, less future development and production costs, discounted at 10% per annum to reflect the timing of future cash flows and using SEC-prescribed pricing assumptions for the period. While this measure does not include the effect of income taxes as it would in the use of the standardized measure calculation, it does provide an indicative representation of the relative value of the company on a comparative basis to other companies and from period to period.

“QF” means qualifying facility.

“RCRA” is an abbreviation for the Resource Conservation and Recovery Act, which governs the management of solid waste.

“Realized price” means the cash market price less all expected quality, transportation and demand adjustments.

“Reasonable certainty” means a high degree of confidence. For a complete definition of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).

“Recompletion” means the completion for production from an existing wellbore in a formation other than that in which the well has previously been completed.

“Relative TSR” means relative total stockholder return.

“Reserves” means estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

“Reservoir” means a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

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“Resources” means quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

“Royalty” means the share paid to the owner of mineral rights, expressed as a percentage of gross income from oil and natural gas produced and sold unencumbered by expenses relating to the drilling, completing and operating of the affected well.

“Royalty interest” means an interest in an oil and natural gas property entitling the owner to shares of oil and natural gas production, free of costs of exploration, development and production operations.

“RSUs” is an abbreviation for restricted stock units.

“SARs” is an abbreviation for stock appreciation rights.

“SDWA” is an abbreviation for the Safe Drinking Water Act, which governs the underground injection and disposal of wastewater;.

“SEC Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules based on the unweighted arithmetic average of oil and natural gas prices as of the first day of each of the 12 months ended on the given date.

“Seismic Data” means data produced by an exploration method of sending energy waves into the earth and recording the wave reflections to indicate the type, size, shape and depth of a subsurface rock formation. 2-D seismic provides two-dimensional information and 3-D seismic provides three-dimensional views.

“Spacing” means the distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

“SPCC plans” means spill prevention, control and countermeasure plans.

“Steamflood” means cyclic or continuous steam injection.

“Standardized measure” means discounted future net cash flows estimated by applying year-end prices to the estimated future production of proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period-end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in the oil and natural gas properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.

“Stimulating” means mechanically inducing a crack or surface of breakage within rock not related to foliation or cleavage in metamorphic rock in order to enhance the permeability of rocks by connecting pores together.

“Strip Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules with the exception of pricing that is based on average annual forward-month ICE (Brent) oil and NYMEX Henry Hub natural gas contract pricing in effect on a given date to reflect the market expectations as of that date.

“Superfund” is a commonly known term for CERLA.

“UIC” is an abbreviation for the Underground Injection Control program.

“Unconventional resource plays” means a resource play that uses methods other than traditional vertical well extraction. Unconventional resources are trapped in reservoirs with low permeability, meaning little to no ability for

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the oil or natural gas to flow through the rock and into a wellbore. Examples of unconventional oil resources include oil shales, oil sands, extra-heavy oil, gas-to-liquids and coal-to-liquids.

“Undeveloped acreage” means lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves.

“Unit” means the joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

“Unproved reserves” means reserves that are considered less certain to be recovered than proved reserves. Unproved reserves may be further sub-classified to denote progressively increasing uncertainty of recoverability and include probable reserves and possible reserves.

“Wellbore” means the hole drilled by the bit that is equipped for natural resource production on a completed well. Also called well or borehole.

“Working interest” means an interest in an oil and natural gas lease entitling the holder at its expense to conduct drilling and production operations on the leased property and to receive the net revenues attributable to such interest, after deducting the landowner’s royalty, any overriding royalties, production costs, taxes and other costs.

“Workover” means maintenance on a producing well to restore or increase production.

“WST” is an abbreviation for well stimulation treatment.

“WTI” means West Texas Intermediate.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






	Berry Corporation (bry)
			(Registrant)

Date:		May ~~7, 2020~~5, 2021	/s/ Cary Baetz
			Cary Baetz
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)


Date:		May ~~7, 2020~~5, 2021	/s/ M. S. Helm
			Michael S. Helm
			Chief Accounting Officer
			(Principal Accounting Officer)



		Page
Part I – Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4645
Item 4.	Controls and Procedures	4746

Part II – Other Information
Item 1.	Legal Proceedings	4847
Item 1A.	Risk Factors	4847
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities	5148
Item 6.	Exhibits	5349
	Glossary of Terms	5450
	Signatures	6258


	March 31, 2020			December 31, 2019				March 31, 2021		December 31, 2020
	(in thousands, except share amounts)							(in thousands, except share amounts)
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	1		$	—		Cash and cash equivalents	$	97,362	$	80,557
Accounts receivable, net of allowance for doubtful accounts of $2,303 at March 31, 2020 and $1,103 at December 31, 2019	48,602			71,867
Accounts receivable, net of allowance for doubtful accounts of $2,215 at March 31, 2021 and $2,215 at December 31, 2020							Accounts receivable, net of allowance for doubtful accounts of $2,215 at March 31, 2021 and $2,215 at December 31, 2020	52,333		52,027
Derivative instruments	169,859			9,166			Derivative instruments	3,283		2,507

Other current assets	19,730			19,399			Other current assets	25,063		19,400
Total current assets	238,192			100,432			Total current assets	178,041		154,491
Noncurrent assets:							Noncurrent assets:
Oil and natural gas properties	1,357,496			1,675,717			Oil and natural gas properties	1,436,286		1,412,566
Accumulated depletion and amortization	(146,158		)	(209,105		)	Accumulated depletion and amortization	(264,015)		(235,259)
Total oil and natural gas properties, net	1,211,338			1,466,612			Total oil and natural gas properties, net	1,172,271		1,177,307
Other property and equipment	109,094			135,117			Other property and equipment	112,072		112,145
Accumulated depreciation	(24,819		)	(25,462		)	Accumulated depreciation	(33,687)		(31,368)
Total other property and equipment, net	84,275			109,655			Total other property and equipment, net	78,385		80,777
Derivative instruments	15,245			525			Derivative instruments	1,999		0
Other noncurrent assets	10,480			12,974			Other noncurrent assets	6,135		7,235
Total assets	$	1,559,530		$	1,690,198		Total assets	$	1,436,831	$	1,419,810
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current liabilities:							Current liabilities:
Accounts payable and accrued expenses	$	108,720		$	151,811		Accounts payable and accrued expenses	$	159,846	$	151,985
Derivative instruments	—			4,817			Derivative instruments	52,719		23,321

Total current liabilities	108,720			156,628			Total current liabilities	212,565		175,306
Noncurrent liabilities:							Noncurrent liabilities:
Long-term debt	403,663			394,319			Long-term debt	393,741		393,480
Derivative instruments	283			141

Deferred income taxes	35,404			9,057			Deferred income taxes	635		1,011
Asset retirement obligation	134,877			124,019
Asset retirement obligations							Asset retirement obligations	135,402		135,192
Other noncurrent liabilities	26,757			33,586			Other noncurrent liabilities	2,694		785
Commitments and Contingencies - Note 4							Commitments and Contingencies - Note 4	0		0
Equity:
Common stock ($.001 par value; 750,000,000 shares authorized; 84,863,263 and 84,655,222 shares issued; and 79,751,017 and 79,542,976 shares outstanding, at March 31, 2020 and December 31, 2019, respectively)	85			85
Stockholders' Equity:							Stockholders' Equity:
Common stock ($0.001 par value; 750,000,000 shares authorized; 85,583,268 and 85,041,581 shares issued; and 80,471,022 and 79,929,335 shares outstanding, at March 31, 2021 and December 31, 2020, respectively)							Common stock ($0.001 par value; 750,000,000 shares authorized; 85,583,268 and 85,041,581 shares issued; and 80,471,022 and 79,929,335 shares outstanding, at March 31, 2021 and December 31, 2020, respectively)	86		85
Additional paid-in-capital	904,072			901,830			Additional paid-in-capital	914,956		915,877
Treasury stock, at cost, (5,112,246 shares at March 31, 2020 and at December 31, 2019)	(49,995		)	(49,995		)
Retained earnings (deficit)	(4,336		)	120,528
Total equity	849,826			972,448
Total liabilities and equity	$	1,559,530		$	1,690,198
Treasury stock, at cost (5,112,246 shares at March 31, 2021 and December 31, 2020)							Treasury stock, at cost (5,112,246 shares at March 31, 2021 and December 31, 2020)	(49,995)		(49,995)
Retained deficit							Retained deficit	(173,253)		(151,931)
Total stockholders' equity							Total stockholders' equity	691,794		714,036
Total liabilities and stockholders' equity							Total liabilities and stockholders' equity	$	1,436,831	$	1,419,810



	Three Months Ended March 31,
	2021		2020
	(in thousands, except per share amounts)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	135,265	$	122,098
Electricity sales	10,069		5,461
(Losses) gains on oil and gas sales derivatives	(53,504)		211,229
Marketing revenues	2,234		453
Other revenues	137		24
Total revenues and other	94,201		339,265
Expenses and other:
Lease operating expenses	62,284		50,752
Electricity generation expenses	7,648		3,946
Transportation expenses	1,576		1,822
Marketing expenses	2,227		430
General and administrative expenses	17,070		19,337
Depreciation, depletion, and amortization	33,840		35,329
Impairment of oil and gas properties	0		289,085
Taxes, other than income taxes	9,557		4,352

(Gain) losses on natural gas purchase derivatives	(27,730)		12,035
Other operating expenses	799		2,202
Total expenses and other	107,271		419,290
Other (expenses) income:
Interest expense	(8,485)		(8,920)
Other, net	(143)		(6)
Total other (expenses) income	(8,628)		(8,926)

Loss before income taxes	(21,698)		(88,951)
Income tax (benefit) expense	(376)		26,349
Net loss	$	(21,322)	$	(115,300)



Net loss per share:
Basic	$	(0.27)	$	(1.45)
Diluted	$	(0.27)	$	(1.45)



	Three Months Ended March 31,
	2020			2019
	(in thousands, except per share amounts)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	122,098		$	131,102
Electricity sales	5,461			9,729
Gains (losses) on oil derivatives	211,229			(65,239		)
Marketing revenues	453			830
Other revenues	24			117
Total revenues and other	339,265			76,539
Expenses and other:
Lease operating expenses	50,752			57,928
Electricity generation expenses	3,946			7,760
Transportation expenses	1,822			2,173
Marketing expenses	430			851
General and administrative expenses	19,337			14,340
Depreciation, depletion, and amortization	35,329			24,585
Impairment of oil and gas properties	289,085			—
Taxes, other than income taxes	4,352			8,086
Losses (gains) on natural gas derivatives	12,035			(2,115		)
Other operating expenses	2,202			1,245
Total expenses and other	419,290			114,853
Other (expenses) income:
Interest expense	(8,920		)	(8,805		)
Other, net	(6		)	154
Total other (expenses) income	(8,926		)	(8,651		)
Reorganization items, net	—			(231		)
Loss before income taxes	(88,951		)	(47,196		)
Income tax expense (benefit)	26,349			(13,098		)
Net loss	$	(115,300	)	$	(34,098	)

Net loss per share:
Basic	$	(1.45	)	$	(0.42	)
Diluted	$	(1.45	)	$	(0.42	)



	Three-Month Period Ended March 31, 2019
	Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings			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 loss	—		—			—			(34,098		)	(34,098		)
March 31, 2019	$	85	$	895,500		$	(28,328	)	$	71,872		$	939,129



ý☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐						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)



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



	Three-Month Period Ended March 31, 2020
	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Total Stockholders' Equity
	(in thousands)
December 31, 2019	$	85	$	901,830	$	(49,995)	$	120,528	$	972,448

Shares withheld for payment of taxes on equity awards and other	—		(794)		—		—		(794)
Stock based compensation	—		3,036		—		—		3,036

Dividends declared on common stock, $0.12/share	—		—		—		(9,564)		(9,564)
Net loss	—		—		—		(115,300)		(115,300)
March 31, 2020	$	85	$	904,072	$	(49,995)	$	(4,336)	$	849,826


	Three-Month Period Ended March 31, 2021
	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Total Stockholders' Equity
	(in thousands)
December 31, 2020	$	85	$	915,877	$	(49,995)	$	(151,931)	$	714,036

Shares withheld for payment of taxes on equity awards and other	—		(1,442)		—		—		(1,442)
Stock based compensation	—		3,995		—		—		3,995
Issuance of common stock	1		—		—		—		1

Dividends declared on common stock, $0.04/share	—		(3,474)		—		—		(3,474)
Net loss	—		—		—		(21,322)		(21,322)
March 31, 2021	$	86	$	914,956	$	(49,995)	$	(173,253)	$	691,794


	March 31, 2020			December 31, 2019			Interest Rate	Maturity	Security		March 31, 2021		December 31, 2020		Interest Rate	Maturity	Security
	(in thousands)										(in thousands)
RBL Facility	$	10,950		$	1,850		variable rates 4.0% (2020) and 5.5% (2019), respectively	July 29, 2022	Mortgage on 85% of Present Value of proven oil and gas reserves and lien on other assets	RBL Facility	$	0	$	0	variable rates 3.0% (2021) and 4.0% (2020), respectively	July 29, 2022	Mortgage on 85% of Present Value of proven oil and gas reserves and lien on certain other assets
2026 Notes	400,000			400,000			7.0%	February 15, 2026	Unsecured	2026 Notes	400,000		400,000		7.0%	February 15, 2026	Unsecured
Long-Term Debt - Principal Amount	410,950			401,850						Long-Term Debt - Principal Amount	400,000		400,000
Less: Debt Issuance Costs	(7,287		)	(7,531		)				Less: Debt Issuance Costs	(6,259)		(6,520)
Long-Term Debt, net	$	403,663		$	394,319					Long-Term Debt, net	$	393,741	$	393,480


	Q2 2021		Q3 2021		Q4 2021		FY 2022




Fixed Price Oil Swaps (Brent):
Hedged volume (mbbls)	1,728		1,318		1,318		1,095
Weighted-average price ($/bbl)	$	45.82	$	48.66	$	48.66	$	60.00










Fixed Price Gas Purchase Swaps (Kern, Delivered):
Hedged volume (mmbtu)	4,777,500		4,830,000		2,085,000		0
Weighted-average price ($/mmbtu)	$	2.83	$	2.83	$	2.95	$	0



	Q2 2020		Q3 2020		Q4 2020		FY 2021

Fixed Price Oil Swaps (Brent):
Hedged volume (MBbls)	2,184		2,208		2,208		3,282
Weighted-average price ($/Bbl)	$	59.91	$	59.85	$	59.85	$	47.19
Fixed Price Oil Swaps (WTI):
Hedged volume (MBbls)	30		—		—		—
Weighted-average price ($/Bbl)	$	61.75	$	—	$	—	$	—
Purchased Oil Calls Options (Brent):
Hedged volume (MBbls)	273		276		276		—
Weighted-average price ($/Bbl)	$	65.00	$	65.00	$	65.00	$	—
Fixed Price Gas Purchase Swaps (Kern, Delivered):
Hedged volume (MMBtu)	5,005,000		5,060,000		3,840,000		8,500,000
Weighted-average price ($/MMBtu)	$	2.89	$	2.89	$	2.73	$	2.62
Fixed Price Gas Purchase Swaps (SoCal Citygate):
Hedged volume (MMBtu)	455,000		460,000		155,000		—
Weighted-average price ($/MMBtu)	$	3.80	$	3.80	$	3.80	$	—


	March 31, 2021
	Balance Sheet Classification	Gross Amounts Recognized at Fair Value		Gross Amounts Offset in the Balance Sheet		Net Fair Value Presented in the Balance Sheet
	(in thousands)
Assets:
Commodity Contracts	Current assets	$	10,667	$	(7,384)	$	3,283
Commodity Contracts	Non-current assets	1,999		0		1,999
Liabilities:
Commodity Contracts	Current liabilities	(60,103)		7,384		(52,719)

Total derivatives		$	(47,437)	$	—	$	(47,437)


	Utah (Uinta basin)									Colorado (Piceance basin)										Utah (Uinta basin)									Colorado (Piceance basin)
	Three Months Ended									Three Months Ended										Three Months Ended									Three Months Ended
	March 31, 2020			December 31, 2019			March 31, 2019			March 31, 2020			December 31, 2019			March 31, 2019				March 31, 2021			December 31, 2020			March 31, 2020			March 31, 2021			December 31, 2020			March 31, 2020
($ in thousands, except prices)																			($ in thousands, except prices)
Oil, natural gas and natural gas liquids sales	$	11,278		$	13,618		$	16,666		$	1,299		$	1,746		$	2,540		Oil, natural gas and natural gas liquids sales	$	15,889		$	10,453		$	11,278		$	6,194		$	1,769		$	1,299
Operating (loss) income⁽¹⁾	$	(127,700	)	$	784		$	4,268		$	384		$	(51,356	)	$	593
Operating income (loss)(1)																			Operating income (loss)(1)	$	7,433		$	923		$	(127,700)		$	5,039		$	233		$	384
Depreciation, depletion, and amortization (DD&A)	$	4,311		$	2,846		$	2,930		$	55		$	262		$	314		Depreciation, depletion, and amortization (DD&A)	$	554		$	911		$	4,311		$	38		$	63		$	55
Impairment of oil and gas properties	$	125,206		$	—		$	—		$	—		$	51,081		$	—		Impairment of oil and gas properties	$	—		$	—		$	125,206		$	—		$	—		$	—
Average daily production (MBoe/d)	4.5			4.4			5.2			1.4			1.4			1.6
Average daily production (mboe/d)																			Average daily production (mboe/d)	4.0			4.1			4.5			1.2			1.3			1.4
Production (oil % of total)	53		%	51		%	59		%	1		%	1		%	1		%	Production (oil % of total)	49		%	50		%	53		%	2		%	2		%	1		%
Realized sales prices:																			Realized sales prices:
Oil (per Bbl)	$	39.64		$	49.01		$	41.37		$	42.54		$	51.87		$	43.40
NGLs (per Bbl)	$	13.16		$	14.60		$	24.56		$	—		$	—		$	—
Gas (per Mcf)	$	2.22		$	2.89		$	4.59		$	1.70		$	2.23		$	2.84
Oil (per bbl)																			Oil (per bbl)	$	52.08		$	37.95		$	39.64		$	25.80		$	10.23		$	42.54
NGLs (per bbl)																			NGLs (per bbl)	$	26.81		$	16.75		$	13.16		$	—		$	—		$	—
Gas (per mcf)																			Gas (per mcf)	$	6.65		$	3.04		$	2.22		$	9.83		$	2.44		$	1.70
Capital expenditures⁽²⁾	$	857		$	4,282		$	5,273		$	6		$	295		$	40		Capital expenditures(2)	$	392		$	385		$	678		$	1		$	13		$	1


~~(2)~~	~~Excludes corporate capital expenditures.~~



	Three Months Ended
	March 31, 2020		December 31, 2019		March 31, 2019
Average daily production:⁽¹⁾
Oil (MBbl/d)	27.3		27.7		24.1
Natural Gas (MMcf/d)	18.5		18.9		19.5
NGL (MBbl/d)	0.4		0.4		0.4
Total (MBoe/d)⁽²⁾	30.8		31.3		27.8
Total Production:
Oil (MBbl)	2,485		2,553		2,170
Natural gas (MMcf)	1,684		1,737		1,752
NGLs (MBbl)	32		35		38
Total (MBoe)⁽²⁾	2,798		2,877		2,501
Weighted-average realized sales prices:
Oil without hedges ($/Bbl)	$	47.61	$	59.28	$	56.88
Oil with hedges ($/Bbl)	$	57.28	$	64.98	$	62.03
Natural gas ($/Mcf)	$	2.00	$	2.60	$	3.83
NGL ($/Bbl)	$	13.16	$	14.60	$	24.35
Average Benchmark prices:
Oil (Bbl) – Brent	$	50.82	$	62.42	$	63.83
Oil (Bbl) – WTI	$	46.35	$	57.02	$	54.87
Gas (MMBtu) – Kern, Delivered⁽³⁾	$	1.97	$	2.99	$	5.03
Natural gas (MMBtu) – Henry Hub⁽⁴⁾	$	1.91	$	2.40	$	2.92



	Three Months Ended
	March 31, 2021		December 31, 2020		March 31, 2020
Average daily production:(1)
Oil (mbbl/d)	23.9		23.3		27.3
Natural Gas (mmcf/d)	16.9		17.6		18.5
NGL (mbbl/d)	0.3		0.4		0.4
Total (mboe/d)(2)	27.1		26.6		30.8
Total Production:
Oil (mbbl)	2,151		2,144		2,485
Natural gas (mmcf)	1,517		1,618		1,684
NGLs (mbbl)	31		37		32
Total (mboe)(2)	2,435		2,450		2,798
Weighted-average realized sales prices:
Oil without hedges ($/bbl)	$	56.89	$	41.38	$	47.61
Effects of scheduled derivative settlements ($/bbl)	$	(12.08)	$	15.03	$	9.67
Oil with hedges ($/bbl)	$	44.81	$	56.41	$	57.28
Natural gas ($/mcf)	$	7.96	$	2.78	$	2.00
NGL ($/bbl)	$	26.81	$	16.78	$	13.16
Average Benchmark prices:
Oil (bbl) – Brent	$	61.32	$	45.26	$	50.82
Oil (bbl) – WTI	$	57.82	$	42.66	$	46.35
Natural gas (mmbtu) – Kern, Delivered(3)	$	7.99	$	3.38	$	1.97
Natural gas (mmbtu) – Henry Hub(4)	$	3.50	$	2.52	$	1.91


~~(1)~~	No potentially dilutive securities were included in computing earnings (loss) per share for the three months ended March 31, 2020 and March 31, 2019, because the effect of inclusion would have been anti-dilutive.


	California (San Joaquin and Ventura basins)
	Three Months Ended
	March 31, 2021			December 31, 2020			March 31, 2020
($ in thousands, except prices)
Oil, natural gas and natural gas liquids sales	$	113,177		$	81,588		$	109,519
Operating income (loss)(1)	$	18,965		$	34,651		$	(113,203)
Depreciation, depletion, and amortization (DD&A)	$	32,896		$	29,440		$	30,918
Impairment of oil and gas properties	$	—		$	—		$	163,879
Average daily production (mboe/d)	21.9			21.2			24.9
Production (oil % of total)	100		%	100		%	100		%
Realized sales prices:
Oil (per bbl)	$	57.34		$	41.74		$	48.38
NGLs (per bbl)	$	—		$	—		$	—
Gas (per mcf)	$	—		$	—		$	—
Capital expenditures(2)	$	22,760		$	13,665		$	38,627


~~(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.~~


~~(3)~~	~~Kern, Delivered Index is the relevant index used for gas purchases in California.~~


~~(4)~~	~~Henry Hub is the relevant index used for gas sales in the Rockies.~~


~~(1)~~	(1) Production represents volumes sold during the period.


	Three Months Ended				$ Change		% Change
	March 31, 2021		December 31, 2020
	(in thousands, except expenses per boe)
Expenses and other:
Lease operating expenses	$	62,284	$	49,621	$	12,663	26	%
Electricity generation expenses	7,648		5,422		2,226		41	%
Transportation expenses	1,576		1,559		17		1	%
Marketing expenses	2,227		344		1,883		547	%
General and administrative expenses	17,070		20,409		(3,339)		(16)	%
Depreciation, depletion and amortization	33,840		30,434		3,406		11	%

Taxes, other than income taxes	9,557		10,858		(1,301)		(12)	%

(Gain) losses on natural gas purchase derivatives	(27,730)		3,859		(31,589)		n/a
Other operating expenses	799		3,123		(2,324)		(74)	%
Total expenses and other	107,271		125,629		(18,358)		(15)	%
Other (expenses) income:
Interest expense	(8,485)		(8,308)		(177)		2	%
Other, net	(143)		(13)		(130)		1,000	%

Loss before income taxes	(21,698)		(72,584)		50,886		(70)	%
Income tax benefit	(376)		(8,754)		8,378		(96)	%
Net loss	$	(21,322)	$	(63,830)	$	42,508	(67)	%

Expenses per boe:(1)
Lease operating expenses	$	25.58	$	20.25	$	5.33	26	%
Electricity generation expenses	3.14		2.21		0.93		42	%
Electricity sales(1)	(4.13)		(2.74)		(1.39)		51	%
Transportation expenses	0.65		0.64		0.01		2	%
Transportation sales(1)	(0.06)		(0.04)		(0.02)		50	%
Marketing expenses	0.92		0.14		0.78		557	%
Marketing revenues(1)	(0.92)		(0.14)		(0.78)		557	%
Derivatives settlements received for gas purchases(1)	(10.78)		(1.26)		(9.52)		756	%
Total operating expenses	$	14.40	$	19.06	$	(4.66)	(24)	%
Total unhedged operating expenses(2)	$	25.18	$	20.32	$	4.86	24	%

Total non-energy operating expenses(3)	$	12.74	$	14.35	$	(1.61)	(11)	%
Total energy operating expenses(4)	$	1.66	$	4.70	$	(3.04)	(65)	%

General and administrative expenses(5)	$	7.01	$	8.33	$	(1.32)	(16)	%
Depreciation, depletion and amortization	$	13.90	$	12.42	$	1.48	12	%
Taxes, other than income taxes	$	3.93	$	4.43	$	(0.50)	(11)	%


~~(2)~~	~~Total unhedged operating expenses equals total operating expenses, excluding the derivative settlements paid (received) for gas purchases.~~


~~(3)~~	Includes non-recurring costs and non-cash stock compensation expense, in aggregate, of approximately $1.71 per Boe and $0.80 per Boe for the three months ended March 31, 2020 and December 31, 2019, respectively.


~~(4)~~	~~Total non-energy operating expenses equals total operating expenses, excluding fuel, electricity sales and gas purchase derivative settlement (gains) losses.~~


~~(5)~~	~~Total energy operating expenses equals fuel and gas purchase derivative settlement (gains) losses less electricity sales.~~


~~(1)~~	Levered Free Cash Flow, as defined by the Company, includes cash received for scheduled derivative settlements of $20 million, $15 million and $15 million in the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.


~~(1)~~	~~Based on actual cash payments rather than accruals.~~



	Payments Due
	Total		Less Than 1 Year		1-3 Years		3-5 Years		Thereafter
	(in thousands)
Debt obligations:
RBL Facility	$	10,950	$	—	$	10,950	$	—	$	—
2026 Notes	400,000		—		—		—		400,000
Interest⁽¹⁾	164,529		28,000		56,000		56,000		24,529
Other:
Asset retirement obligations⁽²⁾	148,577		13,700		—		—		134,877
Off-Balance Sheet arrangements:
Processing and transportation contracts⁽³⁾	11,878		5,994		5,201		683		—
Operating lease obligations	11,207		1,393		3,476		2,986		3,352
Other⁽⁴⁾	6,000		6,000		—		—		—
Total contractual obligations	$	753,141	$	55,087	$	75,627	$	59,669	$	562,758


~~(1)~~	~~Represents interest on the 2026 Notes computed at 7.0% through contractual maturity in 2026.~~


~~(3)~~	Amounts include payments which will become due under long-term agreements to purchase goods and services used in the normal course of business to secure transportation of our natural gas production to market as well as pipeline and processing capacity.