Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | Berry Corp (bry) | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 575.4 | ||
Entity Common Stock, Shares Outstanding | 79,546,417 | ||
Entity Central Index Key | 0001705873 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 68,680 |
Accounts receivable, net of allowance for doubtful accounts of $1,103 at December 31, 2019 and $950 at December 31, 2018 | 71,867 | 57,379 |
Derivative instruments | 9,166 | 88,596 |
Other current assets | 19,399 | 14,367 |
Total current assets | 100,432 | 229,022 |
Non-current assets: | ||
Oil and natural gas properties | 1,675,717 | 1,461,993 |
Accumulated depletion and amortization | (209,105) | (123,217) |
Total oil and natural gas properties, net | 1,466,612 | 1,338,776 |
Other property and equipment | 135,117 | 119,710 |
Accumulated depreciation | (25,462) | (15,778) |
Total other property and equipment, net | 109,655 | 103,932 |
Derivative instruments | 525 | 3,289 |
Other non-current assets | 12,974 | 17,244 |
Total assets | 1,690,198 | 1,692,263 |
Current liabilities: | ||
Accounts payable and accrued expenses | 151,811 | 144,118 |
Derivative instruments | 4,817 | 0 |
Total current liabilities | 156,628 | 144,118 |
Non-current liabilities: | ||
Long term debt | 394,319 | 391,786 |
Derivative instruments | 141 | 0 |
Deferred income taxes | 9,057 | 45,835 |
Asset retirement obligation | 124,019 | 89,176 |
Other non-current liabilities | 33,586 | 14,902 |
Commitments and Contingencies - Note 5 | ||
Equity: | ||
Common stock ($.001 par value; 750,000,000 shares authorized; 84,655,222 and 81,651,098 shares issued; and 79,542,976 and 81,202,437 shares outstanding, at December 31, 2019 and December 31, 2018, respectively) | 85 | 82 |
Additional paid-in capital | 901,830 | 914,540 |
Treasury stock, at cost (5,112,246 shares at December 31, 2019 and 448,661 December 31, 2018) | (49,995) | (24,218) |
Retained earnings | 120,528 | 116,042 |
Total equity | 972,448 | 1,006,446 |
Total liabilities and equity | $ 1,690,198 | $ 1,692,263 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,103 | $ 950 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common Stock, Shares, Issued | 84,655,222 | 81,651,098 |
Common stock, shares outstanding (in shares) | 79,542,976 | 81,202,437 |
Treasury stock, shares (in shares) | 5,112,246 | 448,661 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues and other: | ||||
Revenues | $ 79,832 | $ 386,569 | $ 597,403 | $ 591,178 |
(Losses) gains on derivatives | 12,886 | (66,900) | (44,955) | 1,735 |
Other revenues | 1,424 | 3,975 | 316 | 774 |
Total revenues and other | 92,718 | 319,669 | 559,405 | 586,557 |
Expenses and other: | ||||
Transportation expenses | 6,194 | 19,238 | 8,059 | 9,860 |
Marketing expenses | 653 | 2,320 | 2,073 | 2,140 |
General and administrative expenses | 7,964 | 56,009 | 62,643 | 54,026 |
Depreciation, depletion, amortization and accretion | 28,149 | 68,478 | 106,006 | 86,271 |
Impairment of oil and gas properties | 0 | 0 | 51,081 | 0 |
Taxes, other than income taxes | 5,212 | 34,211 | 40,645 | 33,117 |
Losses (gains) on derivatives | (12,886) | 66,900 | 44,955 | (1,735) |
Other operating expense (income) | (183) | (22,930) | 4,588 | (2,747) |
Total expenses and other | 79,424 | 321,819 | 517,836 | 385,705 |
Other income (expenses): | ||||
Interest expense | (8,245) | (18,454) | (34,234) | (35,648) |
Other, net | (63) | 4,071 | 80 | 243 |
Total other income (expenses) | (8,308) | (14,383) | (34,154) | (35,405) |
Reorganization items, net | (507,720) | (1,732) | (426) | 24,690 |
Income (loss) before income taxes | (502,734) | (18,265) | 6,989 | 190,137 |
Income tax expense (benefit) | 230 | 2,803 | (36,550) | 43,035 |
Net income (loss) | (502,964) | (21,068) | 43,539 | 147,102 |
Series A preferred stock dividends and conversion to common stock | (18,248) | 0 | (97,942) | |
Net income (loss) attributable to common stockholders | $ (39,316) | $ 43,539 | $ 49,160 | |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (1.02) | $ 0.54 | $ 0.85 | |
Diluted (in dollars per share) | $ (1.02) | $ 0.53 | $ 0.85 | |
Oil, natural gas and natural gas liquid sales | ||||
Revenues and other: | ||||
Revenues | 74,120 | $ 357,928 | $ 565,596 | $ 552,874 |
Expenses and other: | ||||
Operating and generation expenses | 28,238 | 149,599 | 216,294 | 188,776 |
Electricity sales | ||||
Revenues and other: | ||||
Revenues | 3,655 | 21,972 | 29,397 | 35,208 |
Expenses and other: | ||||
Operating and generation expenses | 3,197 | 14,894 | 19,490 | 20,619 |
Oil derivatives | ||||
Revenues and other: | ||||
(Losses) gains on derivatives | 12,886 | (66,900) | (37,998) | (4,621) |
Expenses and other: | ||||
Losses (gains) on derivatives | (12,886) | 66,900 | 37,998 | 4,621 |
Marketing revenues | ||||
Revenues and other: | ||||
Revenues | 633 | 2,694 | 2,094 | 2,322 |
Natural gas derivatives | ||||
Revenues and other: | ||||
(Losses) gains on derivatives | 0 | 0 | (6,957) | 6,357 |
Expenses and other: | ||||
Losses (gains) on derivatives | $ 0 | $ 0 | $ 6,957 | $ (6,357) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Member’s Capital | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings (Accumulated Deficit) | Series A Preferred Stock | Series A Preferred StockSeries A Preferred Stock | Common Stock | Common StockCommon Stock | Common StockAdditional Paid-in Capital |
Beginning balance at Dec. 31, 2016 | $ 502,963 | $ 2,798,713 | $ (2,295,750) | |||||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (502,964) | (502,964) | ||||||||||
Other | 1 | 1 | ||||||||||
Ending balance at Feb. 27, 2017 | 0 | 2,798,714 | (2,798,714) | |||||||||
Beginning balance at Dec. 31, 2016 | 502,963 | 2,798,713 | (2,295,750) | |||||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (502,964) | |||||||||||
Ending balance at Feb. 28, 2017 | 0 | 0 | 0 | |||||||||
Ending balance at Feb. 28, 2017 | 878,527 | $ 335,000 | $ 33 | $ 543,494 | $ 0 | 0 | ||||||
Beginning balance at Feb. 27, 2017 | 0 | 2,798,714 | (2,798,714) | |||||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Cancellation of Predecessor Equity | (2,798,714) | 2,798,714 | ||||||||||
Ending balance at Feb. 28, 2017 | 0 | $ 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of shares | 335,000 | $ 335,000 | $ 335,000 | $ 543,527 | $ 33 | $ 543,494 | ||||||
Conversion of Series A preferred stock into common stock | 27,000 | |||||||||||
Ending balance at Feb. 28, 2017 | 878,527 | 335,000 | 33 | 543,494 | 0 | 0 | ||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Net (loss) income | (21,068) | (21,068) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock based compensation | 1,851 | 1,851 | ||||||||||
Ending balance at Dec. 31, 2017 | 859,310 | 335,000 | 33 | 545,345 | 0 | (21,068) | ||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Net (loss) income | 147,102 | 147,102 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of shares | 133,805 | 10 | 133,795 | |||||||||
Cash dividends declared on Series A Preferred Stock, $0.308/share | (11,301) | (11,301) | ||||||||||
Conversion of Series A preferred stock into common stock | 0 | (335,000) | 40 | 334,960 | ||||||||
Stock based compensation | 6,789 | 6,789 | ||||||||||
Cash payment to Series A preferred stockholders | (60,273) | (60,273) | ||||||||||
Repurchase of common stock | (23,712) | (2) | (23,710) | |||||||||
Shares withheld for payment of taxes on equity awards | (3,699) | 1 | (3,700) | |||||||||
Purchase of rights to common stock | (20,265) | (20,265) | ||||||||||
Purchase of treasury stock | (3,953) | (3,953) | ||||||||||
Dividends declared on common stock | (17,357) | (7,365) | (9,992) | |||||||||
Ending balance at Dec. 31, 2018 | 1,006,446 | 0 | 82 | 914,540 | (24,218) | 116,042 | ||||||
Increase (Decrease) In Members' Equity [Roll Forward] | ||||||||||||
Net (loss) income | 43,539 | 43,539 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock based compensation | 8,826 | 8,826 | ||||||||||
Shares withheld for payment of taxes on equity awards | (1,268) | (1,268) | ||||||||||
Purchase of rights to common stock | 0 | (20,265) | 20,265 | |||||||||
Purchase of treasury stock | (46,042) | (46,042) | ||||||||||
Common stock issued to settle unsecured claims | 0 | 3 | (3) | |||||||||
Dividends declared on common stock | (39,053) | (39,053) | ||||||||||
Ending balance at Dec. 31, 2019 | $ 972,448 | $ 0 | $ 85 | $ 901,830 | $ (49,995) | $ 120,528 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Preferred stock, dividends declared (in dollars per share) | $ 0.308 | |||||
Common stock, dividends declared (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.48 | $ 0.21 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities: | ||||
Net (loss) income | $ (502,964) | $ (21,068) | $ 43,539 | $ 147,102 |
Adjustments to reconcile net (income) loss to net cash provided by (used in) operating activities: | ||||
Depreciation, depletion and amortization | 28,149 | 68,478 | 106,006 | 86,271 |
Amortization of debt issuance costs | 416 | 1,988 | 5,059 | 5,430 |
Impairment of oil and gas properties | 0 | 0 | 51,081 | 0 |
Stock-based compensation expense | 0 | 1,851 | 8,647 | 6,750 |
Deferred income taxes | 9 | 1,888 | (36,778) | 43,946 |
Increase (decrease) in allowance for doubtful accounts | 0 | 970 | 153 | (20) |
Other operating expenses (income) | (25) | (22,930) | 5,518 | (2,747) |
Reorganization expenses, net (non-cash) | 501,872 | 0 | 0 | (25,523) |
Derivatives activities: | ||||
Total losses (gains) | (12,886) | 66,900 | 44,955 | (1,735) |
Cash settlements on derivatives | 534 | 3,068 | 42,197 | (38,482) |
Cash payments on early-terminated derivatives | 0 | 0 | 0 | (126,949) |
Changes in assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (9,152) | (7,022) | (14,597) | (1,683) |
(Increase) decrease in other assets | (2,842) | (13,175) | (5,136) | (819) |
Increase (decrease) in accounts payable and accrued expenses | 18,330 | 6,619 | (917) | 19,526 |
(Decrease) increase in other liabilities | 990 | 19,832 | (7,898) | (5,596) |
Net cash provided by operating activities | 22,431 | 107,399 | 241,829 | 105,471 |
Cash flow from investing activities: | ||||
Development of oil and natural gas properties | (247) | (50,229) | (219,176) | (94,225) |
Changes in capital investment accruals | (2,249) | (2,483) | 12,814 | (20,371) |
Purchases of other property and equipment | (662) | (12,767) | (16,792) | (15,056) |
Acquisition of properties and equipment | 0 | (249,338) | (2,840) | 0 |
Proceeds from sale of property and equipment and other | 25 | 234,292 | 969 | 8,212 |
Net cash (used in) investing activities | (3,133) | (80,525) | (225,025) | (121,440) |
Cash flow from financing activities: | ||||
Dividends paid on common stock | 0 | 0 | (39,157) | (7,365) |
Purchase of treasury stock | 0 | 0 | (46,909) | (23,351) |
Shares withheld for payment of taxes on equity awards | 0 | 0 | (1,268) | (3,699) |
Issuance of 2026 Senior Unsecured Notes | 0 | 0 | 0 | 400,000 |
Debt issuance costs | 0 | (22,170) | 0 | (9,193) |
IPO proceeds net of issuance costs | 0 | 0 | 0 | 133,805 |
Repurchase of common stock | 0 | 0 | 0 | (23,712) |
Payment to preferred stockholders in conversion | 0 | 0 | 0 | (60,273) |
Dividends paid on Series A preferred stock | 0 | 0 | 0 | (11,301) |
Proceeds from sale of Series A Preferred Stock | 335,000 | 0 | 0 | 0 |
Net cash (used in) provided by financing activities | (162,668) | (43,170) | (85,484) | 15,911 |
Net decrease in cash and cash equivalents | (143,370) | (16,296) | (68,680) | (58) |
Cash, cash equivalents and restricted cash: | ||||
Beginning | 228,404 | 85,034 | 68,680 | 68,738 |
Ending | 85,034 | 68,738 | 0 | 68,680 |
RBL Facility | ||||
Cash flow from financing activities: | ||||
Borrowings under credit facility | 0 | 402,285 | 355,132 | 203,510 |
Repayments on credit facility | 0 | (23,285) | (353,282) | (582,510) |
Emergence Credit Facility | ||||
Cash flow from financing activities: | ||||
Borrowings under credit facility | 0 | 51,000 | 0 | 0 |
Repayments on credit facility | 0 | (451,000) | 0 | 0 |
Pre-Emergence Credit Facility | ||||
Cash flow from financing activities: | ||||
Repayments on credit facility | $ (497,668) | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Effective February 18, 2020, Berry Petroleum Corporation changed its name to Berry Corporation (bry) and introduced a new logo. We believe that the name Berry Corporation (bry) is a name that better represents our progressive approach to evolving and growing the business in today’s dynamic oil and gas industry. “Berry Corp.” refers to Berry Corporation (bry), a Delaware corporation which, on and after February 28, 2017 is the sole member of Berry Petroleum Company, LLC. “Berry LLC” refers to Berry Petroleum Company, LLC, a Delaware limited liability company. As the context may require, the “Company”, “we”, “our” or similar words refer to (i) Berry Corp. (the “Successor”) and Berry LLC, its consolidated subsidiary, as of and after February 28, 2017, as a whole or (ii) either Berry Corp. or Berry LLC on an individual basis as of and after February 28, 2017. References to historical activities of the “Company” prior to February 28, 2017, refer to activities of Berry LLC (the “Predecessor”). “Linn Energy” refers to Linn Energy, LLC, a Delaware limited liability company of which Berry LLC was formerly a wholly-owned, indirect subsidiary and LinnCo, LLC (“LinnCo” and, together with Linn Energy, the “Linn Entities”), until February 28, 2017. Nature of Business Berry Corp. is an independent oil and natural gas company that was incorporated under Delaware law on February 13, 2017. Berry Corp. operates through its wholly-owned subsidiary, Berry LLC. Our properties are located in the United States (the “U.S.”), in California (in the San Joaquin and Ventura basins), Utah (in the Uinta basin), and Colorado (in the Piceance basin). In July 2018, we completed the initial public offering (the “IPO”) of our common stock and as a result, on July 26, 2018, our common stock began trading on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbol BRY. As discussed further in Note 14 , on May 11, 2016 (the “Petition Date”), the Linn entities and, consequently, Berry LLC, filed voluntary petitions for relief under Chapter 11 (“Chapter 11”) of the U.S. Bankruptcy Code. Berry LLC emerged from bankruptcy as a stand-alone company separate from Linn Energy effective February 28, 2017 (the “Effective Date”). Principles of Consolidation and Reporting The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We eliminated all significant intercompany transactions and balances upon consolidation. For oil and gas exploration and production joint ventures in which we have a direct working interest, we account for our proportionate share of assets, liabilities, revenue, expense and cash flows within the relevant lines of the financial statements. Reclassification We reclassified certain prior year amounts in the cash flow statements to conform to the current year presentation. These reclassifications had no material impact on the financial statements. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP required management of the Company to make informed estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Estimates that are particularly significant to the financial statements include estimates of our reserves of oil and gas, future cash flows from oil and gas properties, depreciation, depletion and amortization, asset retirement obligations, fair values of commodity derivatives and fair values of assets acquired and liabilities assumed. In addition, as part of fresh-start accounting, we made estimates and assumptions related to our reorganization value, liabilities subject to compromise and the fair value of assets and liabilities recorded. Cash Equivalents We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. Inventories Inventories were included in other current assets. Oil and natural gas inventories were valued at the lower of cost or net realizable value. Materials and supplies were valued at their weighted-average cost and are reviewed periodically for obsolescence. Oil and Natural Gas Properties Proved Properties We account for oil and natural gas properties in accordance with the successful efforts method. Under this method, all acquisition costs of proved properties are capitalized and amortized on a unit-of-production basis over the remaining life of the proved reserves. All development costs of proved properties are capitalized and amortized on a unit-of-production basis over the remaining life of the proved developed reserves. Costs of retired, sold or abandoned properties that constitute a part of an amortization base are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized in the current period. Gains or losses from the disposal of other properties are recognized in the current period. For assets acquired, we base the capitalized cost on fair value at the acquisition date. We expense expenditures for maintenance and repairs necessary to maintain properties in operating condition, as well as annual lease rentals, as they are incurred. Estimated dismantlement and abandonment costs are capitalized, net of salvage, at their estimated net present value and amortized over the remaining lives of the related assets. Interest is capitalized only during the periods in which these assets are brought to their intended use. The amount of capitalized interest in 2019 was approximately $2 million , and in 2018 and 2017 these costs were not significant. The amount of capitalized exploratory well costs was zero for all periods. We only capitalize the interest on borrowed funds related to our share of costs associated with qualifying capital expenditures. We evaluate the impairment of our proved oil and natural gas properties generally on a field by field basis or at the lowest level for which cash flows are identifiable, whenever events or changes in circumstance indicate that the carrying value may not be recoverable. We reduce the carrying values of proved properties to fair value when the expected undiscounted future cash flows are less than net book value. We measure the fair values of proved properties using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant inputs used to determine the fair values of proved properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a risk-adjusted discount rate. These inputs require significant judgments and estimates by our management at the time of the valuation and are the most sensitive estimates we make and the most likely to change. The underlying commodity prices are embedded in our estimated cash flows and are the product of a process that begins with the relevant forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors our management believes will impact realizable prices. The fair value was estimated using inputs characteristic of a Level 3 fair value measurement. Unproved Properties A portion of the carrying value of our oil and gas properties was attributable to unproved properties. At December 31, 2019 and 2018 , the net capitalized costs attributable to unproved properties were approximately $314 million and $388 million , respectively. The unproved amounts were not subject to depreciation, depletion and amortization until they were classified as proved properties and amortized on a unit-of-production basis. We evaluate the impairment of our unproved oil and gas properties whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the exploration and development work were to be unsuccessful, or management decided not to pursue development of these properties as a result of lower commodity prices, higher development and operating costs, contractual conditions or other factors, the capitalized costs of such properties would be expensed. The timing of any write-downs of unproved properties, if warranted, depends upon management’s plans, the nature, timing and extent of future exploration and development activities and their results. We believe our current plans and exploration and development efforts will allow us to realize the carrying value of our unproved property balance at December 31, 2019 . At year end 2019, we evaluated our proved and unproved natural gas properties in regards to the decline in our expectations of future gas prices. As a result, we recorded a non-cash pre-tax asset impairment charge of $51 million for our Piceance gas properties in Colorado, of which $23 million was for proved properties and $28 million for unproved properties. Other Property and Equipment Other property and equipment includes natural gas gathering systems, pipelines, buildings, software, data processing and telecommunications equipment, office furniture and equipment, and other fixed assets. These assets are recorded at cost, depreciated using the straight-line method based on expected useful lives ranging from 5 to 30 years for buildings and leasehold improvements and 2 to 30 years for plant and pipeline, drilling and other equipment, and the salvage value is considered as applicable. Asset Retirement Obligation We recognize the fair value of asset retirement obligations (“AROs”) in the period in which a determination is made that a legal obligation exists to dismantle an asset and remediate the property at the end of its useful life and the cost of the obligation can be reasonably estimated. The liability amounts were based on future retirement cost estimates and incorporate many assumptions such as time to abandonment, technological changes, future inflation rates and the risk-adjusted discount rate. When the liability was initially recorded, we capitalized the cost by increasing the related property, plant and equipment (“PP&E”) balances. If the estimated future cost of the AROs changes, we record an adjustment to both the ARO and PP&E. Over time, the liability is increased and the capitalized cost is depreciated over the useful life of the asset. Accretion expense is also recognized over time as the discounted liabilities are accreted to their expected settlement value and is included in depreciation, depletion and amortization in the statement of operations. The following table summarizes activity in our ARO account in which approximately $124 million and $89 million were included in long term liabilities as of December 31, 2019 and December 31, 2018 , respectively, with the remaining current portion included in accrued liabilities: Berry Corp. Year Ended December 31, 2019 Year Ended December 31, 2018 (in thousands) Beginning balance $ 95,548 $ 97,422 Liabilities incurred 11,534 4,901 Settlements and payments (22,036 ) (3,555 ) Accretion expense 7,570 6,258 Reduction due to property sales — (4,145 ) Revisions 56,611 (5,333 ) Ending balance $ 149,227 $ 95,548 The increase in the long-term portion of the asset retirement obligation largely reflected revisions to timing and cost estimates of $57 million , $12 million for new wells, and accretion expense of $8 million . A significant portion of the change in estimate was a result of California's new idle well regulations which became effective in the second quarter and accelerated the timing of abandonment of certain long existing idle wells. These increases were partially offset by liabilities settled or paid during the period of $22 million and an increase to the current portion of the asset retirement obligation of $19 million due to the change in timing and estimated costs Revenue Recognition Substantially all of the Company’s revenue is from the sale of crude oil, natural gas and NGLs. See Note 13 for information regarding the Company’s revenue recognition policy. Fair Value Measurements We have categorized our assets and liabilities that are measured at fair value in a three-level fair value hierarchy, based on the inputs to the valuation techniques: Level 1—using quoted prices in active markets for the assets or liabilities; Level 2—using observable inputs other than quoted prices for the assets or liabilities; and Level 3—using unobservable inputs. Transfers between levels, if any, are recognized at the end of each reporting period. We primarily apply the market approach for recurring fair value measurement, maximize our use of observable inputs and minimize use of unobservable inputs. We generally use an income approach to measure fair value when observable inputs are unavailable. This approach utilizes management’s judgments regarding expectations of projected cash flows and discounts those cash flows using a risk-adjusted discount rate. The most significant items on our balance sheet that would be affected by recurring fair value measurements are derivatives. We determine the fair value of our oil and natural gas 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 classify these measurements as Level 2. Our PP&E is written down to fair value if we determine that there has been an impairment in its value. The fair value is determined as of the date of the assessment using discounted cash flow models based on management’s expectations for the future. Inputs include estimates of future production, prices based on commodity forward price curves as of the date of the estimate, estimated future operating and development costs and a risk-adjusted discount rate. We classify these measurements as Level 3. Stock-based Compensation We have issued restricted stock units (“RSUs”) that vest over time and performance-based restricted stock units (“PSUs”) that vest based on our achievement of certain average prices per share or total shareholder return, to certain employees and non-employee directors. The fair value of the stock-based awards is determined at the date of grant and is not remeasured. Prior to our IPO in July 2018, we determined the fair value of the RSUs based on an estimate of the fair value of our equity using an income approach. We used a discounted cash flow method to value the estimated future cash flows at an appropriate discount rate. Subsequent to our IPO, since the underlying shares are now trading in the public markets, these estimates are no longer necessary. For PSUs, compensation value is measured on the grant date using payout values derived from a Monte-Carlo valuation model. Estimates used in the Monte Carlo valuation model are considered highly complex and subjective. Compensation expense, net of actual forfeitures, for the RSUs and PSUs is recognized on a straight-line basis over the requisite service periods, which is over the awards’ respective vesting or performance periods which range from one to three years. Other Loss Contingencies In the normal course of business, we are involved in lawsuits, claims and other environmental and legal proceedings and audits. We accrue reserves for these matters when it is probable that a liability has been incurred and the liability can be reasonably estimated. In addition, we disclose, if material, in aggregate, our exposure to loss in excess of the amount recorded on the balance sheet for these matters if it is reasonably possible that an additional material loss may be incurred. We review our loss contingencies on an ongoing basis. Loss contingencies are based on judgments made by management with respect to the likely outcome of these matters and are adjusted as appropriate. Management’s judgments could change based on new information, changes in, or interpretations of, laws or regulations, changes in management’s plans or intentions, opinions regarding the outcome of legal proceedings, or other factors. Electricity Cost Allocation We own five cogeneration facilities. Our investment in cogeneration facilities has been for the express purpose of lowering steam costs in our heavy oil operations in California and securing operating control of the respective steam generation. Cogeneration, also called combined heat and power, extracts energy from the exhaust of a turbine, which would otherwise be wasted, to produce steam. Such cogeneration operations also produce electricity. We allocate steam and electricity costs to lease operating expenses based on the conversion efficiency of the cogeneration facilities plus certain direct costs of producing steam. We also allocate a portion of the electricity production costs related to the power we sell to third parties, which is reported in “electricity generation expenses” in the statement of operations. Income Taxes Prior to the consummation of the Plan, as defined below, the Predecessor was a limited liability company treated as a disregarded entity for federal and state income tax purposes, with the exception of the state of Texas, in which income tax liabilities and/or benefits of the company are passed through to its members. Limited liability companies are subject to Texas margin tax. As such, with the exception of the state of Texas, the Predecessor was not a taxable entity, it did not directly pay federal and state income taxes and recognition was not given to federal and state income taxes for the operations of the company. On the Effective Date, upon consummation of the Plan, the Successor became a C Corporation subject to federal and state income taxes. The impact of changes in tax regulation are reflected when enacted. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases. Deferred tax assets are recognized when it is more likely than not that they will be realized. We periodically assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense (benefit). Earnings per Share We computed basic and diluted earnings per share (EPS) using the two-class method required for participating securities. Restricted and performance stock awards are considered participating securities when such shares have non-forfeitable dividend rights at the same rate as common stock. Under the two-class method, undistributed earnings allocated to participating securities are subtracted from net income attributable to common stock in determining net income attributable to common stockholders. In loss periods, no allocation is made to participating securities because the participating securities do not share in losses. For basic EPS, the weighted-average number of common shares outstanding excludes outstanding shares related to unvested restricted stock awards. For diluted EPS, the basic shares outstanding are adjusted by adding potentially dilutive securities, unless their effect is anti-dilutive. Business and Credit Concentrations We maintain our cash in bank deposit accounts which, at times, may exceed federally insured amounts. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on our cash. We also sell oil, natural gas and NGLs to various types of customers, including pipelines, refineries and other oil and natural gas companies and electricity to utility companies. Based on the current demand for oil, natural gas and NGLs and the availability of other purchasers, we believe that the loss of any one of our major purchasers would not have a material adverse effect on our financial condition, results of operations or net cash provided by operating activities. For the year ended December 31, 2019 , our three largest customers represented approximately 36% , 24% and 13% of our sales. For the year ended December 31, 2018, our three largest customers represented 35% , 28% , and 13% of our sales. For the ten months ended December 31, 2017, our three largest customers represented approximately 36% , 29% and 13% of our sales. For the two months ended February 28, 2017, our two largest customers represented approximately 34% and 29% of our sales. At December 31, 2019 , trade accounts receivable from three customers represented approximately 40% , 17% , and 11% of our receivables. At December 31, 2018 , trade accounts receivable from three customers represented approximately 26% , 22% and 10% of our receivables. Bankruptcy Accounting The consolidated financial statements have been prepared as if the Company will continue as a going concern and reflect the application of GAAP. GAAP requires that the financial statements, for periods subsequent to filing of the bankruptcy proceedings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that are realized or incurred in connection with the bankruptcy proceedings are recorded in “reorganization items, net” on our consolidated statements of operations. In addition, pre-petition unsecured and under-secured obligations that may be impacted by the bankruptcy reorganization process have been classified as “liabilities subject to compromise” on our balance sheet. These liabilities are reported at the amounts allowed as claims by the Bankruptcy Court, although they may be settled for less. Upon emergence from bankruptcy on February 28, 2017, we adopted fresh-start accounting which resulted in Berry Corp. becoming the financial reporting entity. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan (see Note 14 for definition), the financial statements on or after February 28, 2017 are not comparable to the financial statements prior to that date. See Note 14 for additional information. Recently Adopted Accounting Standards During 2016, the FASB issued rules clarifying the new revenue recognition standard issued in 2014. The new rules are intended to improve and converge the financial reporting requirements for revenue from contracts with customers. We are an emerging growth company and elected to delay adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 31, 2018. As such, we adopted these rules in the first quarter of 2019 and applied the modified retrospective approach, meaning the cumulative effect of initially applying the standard is recognized in the most current period presented in the financial statements. We have performed an analysis of existing contracts and determined adoption did not have a material impact on our condensed consolidated financial statements. In addition, we have evaluated the changes to relevant business practices, accounting policies and control activities and we did not experience a material change in our revenue accounting as a result of the adoption of these rules. Refer to Note 13 for additional disclosure information. New Accounting Standards Issued, But Not Yet Adopted In February 2016, the FASB issued rules requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months and to include qualitative and quantitative disclosures with respect to the amount, timing, and uncertainty of cash flows arising from leases. As an emerging growth company, we have elected to delay the adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently identifying our lease population in accordance with the new lease standard. We expect the adoption of these rules to increase other assets and other liabilities on our balance sheet and we are currently evaluating the impact on our consolidated results of operations. In December 2019, the FASB issued rules which simplifies the accounting for income taxes. As an emerging growth company, we have elected to delay the adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently evaluating the impact of these rules on our consolidated financial statements. |
Oil and Natural Gas Properties
Oil and Natural Gas Properties and Other Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Oil and Natural Gas Properties and Other Property and Equipment | Oil and Natural Gas Properties and Other Property and Equipment Oil and Natural Gas Capitalized Costs Aggregate capitalized costs related to oil, natural gas and NGL production activities with applicable accumulated depletion and amortization are presented below: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Proved properties $ 1,361,814 $ 1,073,959 Unproved properties 313,903 388,034 Total proved and unproved properties 1,675,717 1,461,993 Less accumulated depletion and amortization (209,105 ) (123,217 ) Total proved and unproved properties, net $ 1,466,612 $ 1,338,776 Other Property and Equipment Other property and equipment consisted of the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Cogens, natural gas plants and pipelines $ 94,619 $ 86,562 Buildings and leasehold improvements 3,752 3,359 Vehicles and service equipment 9,124 6,753 Furniture and equipment 20,078 14,964 Land 7,544 8,073 Total other property and equipment 135,117 119,710 Less: accumulated depreciation (25,462 ) (15,778 ) Total other property and equipment, net $ 109,655 $ 103,932 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding debt: December 31, 2019 December 31, 2018 Interest Rate Maturity Security (in thousands) RBL Facility $ 1,850 $ — variable rates of 5.5% (2019) and 4.5% (2018), respectively June 29, 2022 Mortgage on 85% of Present Value of proven oil and gas reserves 2026 Notes 400,000 400,000 7.0% February 15, 2026 Unsecured Long-Term Debt - Principal Amount 401,850 400,000 Less: Debt Issuance Costs (7,531 ) (8,214 ) Long-Term Debt, net $ 394,319 $ 391,786 Deferred Financing Costs We incurred legal and bank fees related to the issuance of debt. At December 31, 2019 and December 31, 2018 , debt issuance costs for the RBL Facility (as defined below) reported in “other non-current assets” on the balance sheet were approximately $11 million and $16 million net of amortization, respectively. At December 31, 2019 and 2018, debt issuance costs, net of amortization, for the 2026 Senior Unsecured Notes were both approximately $8 million . The amortization of debt issuance costs is presented in interest expense on the consolidated statements of operations. For the year ended December 31, 2019 , the year ended December 31, 2018 , the ten months ended December 31, 2017, and the two months ended February 28, 2017, the amortization expense for the RBL Facility and 2026 Senior Unsecured Notes were approximately $5 million , $5 million , $2 million and zero , respectively. Fair Value Our debt is recorded at the carrying amount on the balance sheets. The carrying amount of the RBL Facility approximates fair value because the interest rates are variable and reflect market rates. The fair value of the 2026 Senior Unsecured Notes was approximately $376 million and $368 million at December 31, 2019 and December 31, 2018 , respectively. The RBL Facility On July 31, 2017, we entered into the RBL Facility. The RBL Facility provides for a revolving loan with up to $1.5 billion of commitments, subject to a reserve borrowing base. The RBL Facility also provides a letter of credit subfacility for the issuance of letters of credit in an aggregate amount not to exceed $25 million . Issuances of letters of credit reduce the borrowing availability for revolving loans under the RBL Facility on a dollar for dollar basis. Borrowing base redeterminations become effective each May and November, although each of the administrative agent and Berry LLC may make one interim redetermination between scheduled redeterminations. The RBL Facility has an elected commitment feature that allows us to increase commitments to the amount of our borrowing base with lender approval. In late 2019, we completed a borrowing base redetermination under our RBL Facility that set our borrowing base to $500 million and reaffirmed our elected commitment amount at $400 million . The RBL Facility matures on July 29, 2022, unless terminated earlier in accordance with the RBL Facility terms. As of December 31, 2019, we had approximately $2 million in borrowings outstanding, $7 million in letters of credit outstanding, and approximately $391 million of available borrowings capacity under the RBL Facility. The outstanding borrowings under the RBL Facility bear interest at a rate equal to either (i) a customary London interbank offered rate plus an applicable margin ranging from 2.50% to 3.50% per annum, and (ii) a customary base rate plus an applicable margin ranging from 1.50% to 2.50% per annum, in each case depending on levels of borrowing base utilization. In addition, we must pay the lenders a quarterly commitment fee of 0.50% on the average daily unused amount of the borrowing availability under the RBL Facility. We have the right to prepay any borrowings under the RBL Facility with prior notice at any time without a prepayment penalty, other than customary “breakage” costs with respect to euro-dollar loans. The RBL Facility contains customary events of default and remedies for credit facilities of a similar nature. If we do not comply with the financial and other covenants in the RBL Facility, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the RBL Facility and exercise all of their other rights and remedies, including foreclosure on all of the collateral. The RBL Facility requires us to maintain on a consolidated basis as of each quarter-end (i) a Leverage Ratio of no more than 4.00 to 1.00 and (ii) a Current Ratio of at least 1.00 to 1.00. The RBL Facility also contains customary restrictions. As of December 31, 2019, our Leverage Ratio and Current Ratio were 1.4 :1.00 and 3.2 :1.00, respectively. In addition, the RBL Facility currently provides that to the extent we incur unsecured indebtedness, including any mounts raised in the future, the borrowing base will be reduced by an amount equal to 25% of the amount of such unsecured debt. We were in compliance with all financial covenants under the RBL Facility as of December 31, 2019. The RBL Facility permits us to repurchase equity and indebtedness, among other things, if availability is equal to or greater than 15% of the elected commitments or borrowing base, whichever is in effect, and our pro forma leverage ratio is less than or equal to 2.75 to 1.00. Berry Corp. guarantees and each future subsidiary of Berry Corp. (other than Berry LLC), with certain exceptions, is required to guarantee, our obligations and obligations of the other guarantors under the RBL Facility and under certain hedging transactions and banking services arrangements (the “Guaranteed Obligations”). In addition, pursuant to a Guaranty Agreement dated as of July 31, 2017, Berry LLC guarantees the Guaranteed Obligations. The lenders under the RBL Facility hold a mortgage on 85% of the present value of our proven oil and gas reserves. The obligations of Berry LLC and the guarantors are also secured by liens on substantially all of our personal property, subject to customary exceptions. The RBL Facility, with certain exceptions, also requires that any future subsidiaries of Berry LLC will also have to grant mortgages, security interests and equity pledges. Senior Unsecured Notes Offering In February 2018, we completed a private issuance of $400 million in aggregate principal amount of 7.0% senior unsecured notes due February 2026 (the “2026 Notes”), which resulted in net proceeds to us of approximately $391 million after deducting expenses and the initial purchasers’ discount. We used a portion of the net proceeds from the issuance of the 2026 Notes to repay the $379 million outstanding balance on the RBL Facility and used the remainder for general corporate purposes. We may, at our option, redeem all or a portion of the 2026 Notes at any time on or after February 15, 2021. We are also entitled to redeem up to 35% of the aggregate principal amount of the 2026 Notes before February 15, 2021, with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 107% of the principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest, if any. In addition, prior to February 15, 2021, we may redeem some or all of the 2026 Notes at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium, plus any accrued and unpaid interest. If we experience certain kinds of changes of control, holders of the 2026 Notes may have the right to require us to repurchase their notes at 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest, if any. The 2026 Notes are our senior unsecured obligations and rank equally in right of payment with all of our other senior indebtedness and senior to any of our subordinated indebtedness. The notes are fully and unconditionally guaranteed on a senior unsecured basis by us and will also be guaranteed by certain of our future subsidiaries (other than Berry LLC). The 2026 Notes and related guarantees are effectively subordinated to all of our secured indebtedness (including all borrowings and other obligations under our RBL Facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any future subsidiaries that do not guarantee the 2026 Notes. The indenture governing the 2026 Notes contains restrictive covenants that may limit our ability to, among other things: • incur or guarantee additional indebtedness or issue certain types of preferred stock; • pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; • transfer, sell or dispose of assets; • make investments; • create certain liens securing indebtedness; • enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us; • consolidate, merge or transfer all or substantially all of our assets; and • engage in transactions with affiliates. The indenture governing the 2026 Notes contains customary events of default, including, among others, (a) non-payment; (b) non-compliance with covenants (in some cases, subject to grace periods); (c) payment default under, or acceleration events affecting, material indebtedness and (d) bankruptcy or insolvency events involving us or certain of our subsidiaries. We were in compliance with all covenants as of December 31, 2019 . Bond Repurchase Program In February 2020, our Board of Directors adopted a program for the opportunistic repurchase of up to $75 million of our bonds. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, 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 bonds during any period or at all. Corporate Organization Berry Corp., as Berry LLC's parent company, has no independent assets or operations. Any guarantees of potential future registered debt securities by Berry Corp. or Berry LLC would be full and unconditional. Berry Corp. and Berry LLC currently do not have any other subsidiaries. In addition, there are no significant restrictions upon the ability of Berry LLC to distribute funds to Berry Corp. by distribution or loan other than under the RBL Facility. None of the assets of Berry Corp. or Berry LLC represent restricted net assets. The RBL permits Berry LLC to make distributions to Berry Corp. so long as both before and after giving pro forma effect to such distribution no default or borrowing base deficiency exists, availability equals or exceeds 15% of the then effective borrowing base, and Berry Corp. demonstrates a pro forma leverage ratio less than or equal to 2.75 to 1.00. The conditions are currently met with significant margin. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We utilize derivatives, such as swaps, puts and calls, to hedge a portion of our forecasted oil production and gas purchases to reduce exposure to fluctuations in oil and natural gas prices. We target covering our operating expenses and a majority of our fixed charges, including capital for sustained production levels, interest and dividends, with the oil hedges for a period of up to two years out. We have hedged a portion of our exposure to differentials between ICE Brent oil (“Brent”) and NYMEX West Texas Intermediate oil (“WTI”). Additionally, we target fixing the price for a large portion of our natural gas purchases used in our steam operations for up to two years . We also, from time to time, have entered into agreements to purchase a portion of the natural gas we require for our operations, which we do not record at fair value as derivatives because they qualify for normal purchases and normal sales exclusions. For fixed-price oil swaps, we make settlement payments for prices above the indicated weighted-average price per barrel of Brent or WTI and receive settlement payments for prices below the indicated weighted‑average price per barrel of Brent or WTI. For oil basis swaps, we make settlement payments if the difference between Brent and WTI is greater than the indicated weighted-average price per barrel of our contracts and receive settlement payments if the difference between Brent and WTI is below the indicated weighted-average price per barrel. For our purchased oil puts, we would receive settlement payments for prices below the indicated weighted-average price per barrel of Brent. For some of our purchased puts we paid a premium at the time the positions were created and for others, the premium payment is deferred until the time of settlement. We have mitigated the exposure to a substantial portion of the deferred premium payments by entering into offsetting put positions. We paid approximately $17 million of the net deferred premiums during the year ended December 31, 2019 , which included premiums we received during these periods. As of December 31, 2019 we have offsetting put positions with an outstanding net deferred premium of approximately $55,000 , which is reflected in the mark-to-market valuation and will be payable through the first quarter of 2020. For our sold oil calls, we would make settlement payments for prices above the indicated weighted-average price per barrel of Brent. For fixed-price gas purchase swaps, we are the buyer so we make settlement payments for prices below the weighted-average price per MMBtu and receive settlement payments for prices above the weighted-average price per MMBtu. We use oil swaps and puts to protect against decreases in the oil price and natural gas swaps to protect against increases in natural gas prices. We do not enter into derivative contracts for speculative trading purposes and have not accounted for our derivatives as cash-flow or fair-value hedges. The changes in fair value of these instruments are recorded in current earnings. (Gains) losses on oil hedges are classified in the revenues and other section of the statement of operations and (gains) losses on natural gas hedges are presented in the expenses and other section of the statement of operations. As of December 31, 2019 , we had the following crude oil production and gas purchases hedges. Q1 2020 Q2 2020 Q3 2020 Q4 2020 FY 2021 Fixed Price Oil Swaps (Brent): Hedged volume (MBbls) 1,729 1,456 1,472 1,472 730 Weighted-average price ($/Bbl) $ 63.92 $ 64.30 $ 64.21 $ 64.21 $ 58.50 Fixed Price Oil Swaps (WTI): Hedged volume (MBbls) 91 30 — — — Weighted-average price ($/Bbl) $ 61.75 $ 61.75 $ — $ — $ — Fixed Price Gas Purchase Swaps (Kern, Delivered): Hedged volume (MMBtu) 5,005,000 5,005,000 5,060,000 2,315,000 900,000 Weighted-average price ($/MMBtu) $ 2.89 $ 2.89 $ 2.89 $ 2.79 $ 2.50 Fixed Price Gas Purchase Swaps (SoCal Citygate): Hedged volume (MMBtu) 455,000 455,000 460,000 155,000 — Weighted-average price ($/MMBtu) $ 3.80 $ 3.80 $ 3.80 $ 3.80 $ — Our commodity derivatives are measured at fair value using industry-standard models with various inputs including publicly available underlying commodity prices and forward curves, and all are classified as Level 2 in the required fair value hierarchy for the periods presented. These commodity derivatives are subject to counterparty netting. The following tables present the fair values (gross and net) of our outstanding derivatives as of December 31, 2019 and December 31, 2018 : Berry Corp. (Successor) December 31, 2019 Balance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset on Balance Sheet Net Fair Value Presented on Balance Sheet (in thousands) Assets: Commodity Contracts Current assets $ 17,799 $ (8,633 ) $ 9,166 Commodity Contracts Non-current assets 773 (248 ) 525 Liabilities: Commodity Contracts Current liabilities (13,450 ) 8,633 (4,817 ) Commodity Contracts Non-current liabilities (389 ) 248 (141 ) Total derivatives $ 4,733 $ — $ 4,733 Berry Corp. (Successor) December 31, 2018 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 $ 89,981 $ (1,385 ) $ 88,596 Commodity Contracts Non-current assets 3,289 — 3,289 Liabilities: Commodity Contracts Current liabilities (1,385 ) 1,385 — Total derivatives $ 91,885 $ — $ 91,885 In May 2018, we elected to terminate outstanding commodity derivative contracts for all WTI oil swaps and certain WTI/Brent basis swaps for July 2018 through December 2019 and all WTI oil sold call options for July 2018 through June 2020. Termination costs totaled approximately $127 million and were calculated in accordance with a bilateral agreement on the cost of elective termination included in these derivative contracts; the present value of the contracts using the forward price curve as of the date termination was elected. No penalties were charged as a result of the elective termination. Concurrently, Berry Corp. entered into commodity derivative contracts consisting of Brent oil swaps for July 2018 through March 2019. By using derivative instruments to economically hedge exposure to changes in commodity prices, we expose ourselves to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk. We do not receive collateral from our counterparties. We minimize the credit risk in derivative instruments by limiting our exposure to any single counterparty. In addition, our RBL Facility prevents us from entering into hedging arrangements that are secured, except with our lenders and their affiliates that have margin call requirements, that otherwise require us to provide collateral or with a non-lender counterparty that does not have an A- or A3 credit rating or better from Standards & Poor’s or Moody’s, respectively. In accordance with our standard practice, our commodity derivatives are subject to counterparty netting under agreements governing such derivatives which mitigates the counterparty nonperformance risk somewhat. (Losses) Gains on Derivatives A summary of losses and gains on the derivatives included on the statements of operations is presented below: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) (Losses) gains on oil derivatives $ (37,998 ) $ (4,621 ) $ (66,900 ) $ 12,886 (Losses) gains on natural gas derivatives (6,957 ) 6,357 — — Total (losses) gains on oil and natural gas derivatives $ (44,955 ) $ 1,735 $ (66,900 ) $ 12,886 For the year ended December 31, 2019, we received net cash scheduled settlements of approximately $42 million . For the year ended December 31, 2018 , we paid net cash scheduled settlements of approximately $38 million , excluding the payments for the early terminated derivatives. For the ten months ended December 31, 2017, and the two months ended February 28, 2017, we received net cash settlements of approximately $3 million , and $0.5 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, we, or our subsidiary, are subject to lawsuits, environmental and other claims and other contingencies that seek, or may seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. We have not recorded any reserve balances at December 31, 2019 and December 31, 2018 . We also evaluate the amount of reasonably possible losses that we could incur as a result of these matters. We believe that reasonably possible losses that we could incur in excess of reserves accrued on our balance sheet would not be material to our consolidated financial position or results of operations. We, or our subsidiary, or both, have indemnified various parties against specific liabilities those parties might incur in the future in connection with transactions that they have entered into with us. As of December 31, 2019 , we are not aware of material indemnity claims pending or threatened against us. On May 11, 2016 our predecessor company filed the Chapter 11 Proceeding. Our bankruptcy case was jointly administered with that of Linn Energy and its affiliates under the caption In re Linn Energy, LLC, et al., Case No. 16-60040. On January 27, 2017, the Bankruptcy Court approved and confirmed the Plan. On February 28, 2017, the Effective Date occurred and the Plan became effective and was implemented. A final decree closing the Chapter 11 Proceeding was entered September 28, 2018, with the Court retaining jurisdiction as described in the confirmation order and without prejudice to the request of any party-in-interest to reopen the case including with respect to certain, immaterial remaining matters. We have certain commitments under contracts, including purchase commitments for goods and services. We previously had an obligation to a counterparty in connection with our Piceance assets to either build a road or secure a license for alternative access, in lieu of paying a $6 million penalty. As of December 31, 2019, we fulfilled the obligation by delivering the access license pursuant to the agreement. The counterparty has since filed a claim challenging the sufficiency of such access. In addition, we entered into certain firm commitments to secure transportation of our natural gas production to market as well as pipeline and processing capacity which require a minimum monthly charge regardless of whether the contracted capacity is used or not. We have also entered into operating lease agreements mainly for office space. Lease payments are generally expensed as part of general and administrative expenses. At December 31, 2019 , future net minimum payments for non-cancelable purchase obligations and operating leases (excluding oil and natural gas and other mineral leases, utilities, taxes and insurance and maintenance expense) were as follows: 2020 2021 2022 2023 2024 Thereafter Total (in thousands) Minimum purchase obligations (1) $ 7,136 $ 2,675 $ 2,590 $ 1,061 $ — $ — $ 13,462 Minimum lease payments $ 1,723 $ 1,731 $ 1,740 $ 1,647 $ 1,420 $ 3,708 $ 11,969 __________ (1) 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity On the Effective Date, Berry Corp. filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation of Berry Corp. (the “Certificate of Incorporation”) and the Certificate of Designation of Series A Convertible Preferred Stock of Berry Corp. (the “Series A Certificate of Designation”). Berry Corp. also adopted the Amended and Restated Bylaws of Berry Corp. (the “Bylaws”) on the Effective Date. The Certificate of Incorporation provides that Berry Corp.’s authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share, and 250,000,000 shares of undesignated preferred stock, par value $0.001 per share. Cash Dividends Our board of directors approved a $0.12 per share quarterly cash dividend on our common stock each quarter in 2019 for a total of $0.48 per share. We paid the fourth quarter dividend in January 2020 and declared the first quarter dividend of $0.12 per share in February 2020, which is payable in April 2020. For the year ended December 31, 2019 we paid approximately $39 million in cash dividends on our common stock. For the year ended December 31, 2018, we declared cash dividends on our common stock beginning at our IPO, resulting in $0.21 per share. In 2018 we paid approximately $7 million in cash dividends on our common stock. Common Stock The Plan contemplated the distribution of 40,000,000 shares of common stock in Berry Corp. On the Effective Date, 32,920,000 shares of common stock were distributed, pro rata, to holders of Unsecured Notes claims. The holders of Unsecured Claims received a right to receive their pro rata share of either (i) 7,080,000 shares of common stock in Berry Corp. or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool. Since the Effective Date we have negotiated with all claimants to settle their claims and in 2019 we issued approximately 2,770,000 shares instead of 7,080,000 to resolve these claims for approximately $20 million . Voting Rights . Each share of common stock is entitled to one vote with respect to each matter on which holders of common stock are entitled to vote. Holders of common stock do not have cumulative voting rights. Dividend Rights . Holders of common stock will be entitled to receive dividends, if any, as may be declared from time to time by our board of directors (the “Board”) out of legally available funds. Liquidation Rights . Upon liquidation, dissolution or winding up of the Company, subject to the rights of the holders of outstanding preferred stock, holders of our common stock will be entitled to share ratably in the assets of the Company that are legally available for distribution to holders of our common stock after payment of the Company’s debts and other liabilities. Holders of preferred stock that is outstanding may be entitled to dividend or liquidation preferences over holders of our common stock, which means that the Company would have to pay distributions to holders of preferred stock before paying any distributions to holders of our common stock. Preemptive and Conversion Rights. Holders of common stock have no preemptive, conversion or other rights to subscribe for additional shares. Preferred Stock On the Effective Date, we issued 35,845,001 shares of preferred stock to participants in the rights offerings extended by the Company to certain holders of claims and in satisfaction of a backstop commitment fee for proceeds of $335 million . In July 2018, all shares of our Series A Preferred Stock, approximately 37.7 million in total, were converted to approximately 39.6 million common shares and, as a result, there were no shares of our Series A Preferred Stock outstanding as of December 31, 2018 and December 31, 2019 . Dividend Rights . Holders of Series A Preferred Stock were entitled to receive, when, as and if declared by the board of directors, cumulative dividends at a rate of 6.0% per annum either in cash or in additional shares of Series A Preferred Stock at the discretion of the board of directors. No dividends had been declared or paid as of December 31, 2017. The accreted cumulative and per share value of the dividends as of December 31, 2017 was approximately $18 million and $0.51 , respectively. In 2018, the board of directors approved a 0.050907 per share cumulative paid-in-kind dividend on the Series A Preferred Stock of approximately 1,825,000 shares for the periods through December 31, 2017. Also in 2018, the board approved $0.308 per share, or approximately $11.3 million in cash dividends on the Series A Preferred Stock. A beneficial conversion feature exists when the effective conversion price of a convertible security is less than the fair value per share on the commitment date. The conversion price of the preferred stock on the date of issuance was less than the estimated fair value of the common stock distributable under the Plan. Since the preferred stock is not mandatorily redeemable and is immediately convertible, the entire amount of the beneficial conversion feature was recognized immediately. In accordance with GAAP, we recorded a non-cash deemed dividend and a corresponding increase to additional paid in capital of approximately $27 million that is attributable to this beneficial conversion feature. The financial statement impact of the deemed dividend is eliminated in the consolidated statement of equity as adopting fresh-start accounting results in an entity with no beginning retained earnings or accumulated deficit. Registration Rights Agreement On the Effective Date, Berry Corp. entered into a registration rights agreement (the “Registration Rights Agreement”) with certain holders of the Unsecured Notes. Subsequently, the registration rights agreement was amended and restated in connection with our IPO. In accordance with the Registration Rights Agreement, Berry Corp. filed a shelf registration statement with the SEC subsequent to the Effective Date. The shelf registration statement registered the resale, on a delayed or continuous basis, of all Registrable Securities that have been timely designated for inclusion by specified Holders (as defined in the Registration Rights Agreement). Generally, “Registrable Securities” includes (i) common stock issued or to be issued by Berry Corp. under the Plan, (ii) preferred stock that was purchased by the participants in the Berry Rights Offerings and (iii) common stock into which the preferred stock converts, except that “Registrable Securities” does not include securities that have been sold under an effective registration statement or Rule 144 under the Securities Act. The Registration Rights Agreement will terminate when there are no longer any Registrable Securities outstanding. Initial Public Offering of Common Stock In July 2018, we completed our IPO and as a result, on July 26, 2018, our common stock began trading on the NASDAQ under the ticker symbol BRY. We received approximately $110 million of net proceeds, after deducting underwriting discounts and offering expenses payable by us, for the 8,695,653 shares of common stock issued for our benefit in the IPO, net of the shares sold for the benefit of certain selling stockholders. The price to the public for the shares sold in our IPO was $14.00 per share. See “ — Use of IPO proceeds” below for additional information. In connection with the IPO, each of the 37.7 million shares of our Series A Preferred Stock was automatically converted into 1.05 shares of our common stock or 39.6 million shares in aggregate and the right to receive a cash payment of $1.75 (the “Series A Preferred Stock Conversion”). The cash payment was reduced in respect of any cash dividend paid by the Company on such share of Series A Preferred Stock for any period commencing on or after April 1, 2018. Because we paid the second quarter preferred dividend of $0.15 per share in June, the cash payment for the conversion was reduced to $1.60 per share, or approximately $60 million . In connection with the IPO, we assigned the additional 1.9 million shares of common stock issued in the Series A Preferred Stock Conversion a value of $14.00 per share, which was equal to the value of shares sold in the IPO. This approximate $27 million value and the $60 million conversion cash payment reduced the income attributable to common stockholders by approximately $87 million for the year ended December 31, 2018. Shares Outstanding As of December 31, 2019 , there were 79,542,976 shares of common stock outstanding. Up to an additional 2,348,334 shares were issuable for unvested restricted stock units and performance restricted stock units under the Company's 2017 Omnibus Incentive Plan as of December 31, 2019 . Stock Repurchase Program In December 2018, our Board of Directors adopted a program for the opportunistic repurchase of up to $100 million of our common stock. Based on the Board’s evaluation of current market conditions for our common stock they authorized current repurchases of up to $50 million under the program. Purchases may be made from time to time in the open market, in privately negotiated transactions or otherwise. 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. In 2019 the Company repurchased 4,609,021 shares at an average price of $9.99 . Since 2018 the Company has repurchased a total of 5,057,682 shares at an average price of $9.88 per share under the Stock Repurchase Program, which is reflected as treasury stock . In February 2020, the Board of Directors authorized the remaining $50 million of our $100 million repurchase program. Stock-Based Compensation The RSUs awarded are service based awards. The performance-based restricted stock units PSUs awarded include (i) awards that vest if the Company's stock price reaches certain levels over defined periods of time and (ii) awards with a market objective measured against both absolute total stockholder return (“Absolute TSR”) and total stockholder return relative (“Relative TSR”), to the Vanguard World Fund - Vanguard Energy ETF index (the “Index”) over the performance period, assuming the reinvestment of dividends. Depending on the results achieved during the two or three year performance period, the actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the Target Shares granted. The fair value of the PSUs was determined using a Monte Carlo simulation analysis to estimate the total shareholder return ranking of the Company, including a comparison against the Index over the performance periods. The expected volatility of the Company’s common stock at the date of grant was estimated based on blended historical average volatility rates for the Company and selected guideline public companies. The dividend yield assumption was based on the current annualized declared dividend. The risk-free interest rate assumption was based on observed interest rates consistent with the approximate two and three year performance measurement period. As of July 2018, the fair value of our common stock underlying our stock-based compensation awards granted will no longer be based on complex models using inputs and assumptions, but will be based on the price of our stock at the date of grant. On June 27, 2018, our board of directors adopted the second amended and restated 2017 Omnibus Incentive Plan, as amended and restated (our “Restated Incentive Plan”). This plan constitutes an amendment and restatement of the plan (the “Prior Plan”) as in effect immediately prior to the adoption of the Restated Incentive Plan. The Prior Plan constituted an amendment and restatement of the plan originally adopted as of June 15, 2017 (the “2017 Plan”). The Restated Incentive Plan provides for the grant, from time to time, at the discretion of the board of directors or a committee thereof, of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards. The maximum number of shares of common stock that may be issued pursuant to an award under the Restated Incentive Plan is 10,000,000 inclusive of the number of shares of common stock previously issued pursuant to awards granted under the Prior Plan or the 2017 Plan. The maximum number of shares remaining that may be issued is 6,954,454 as of December 31, 2019 . For the year ended December 31, 2019 , year ended December 31, 2018 , ten months ended December 31, 2017 and two months ended February 28, 2017 the stock-based compensation expense was approximately $9 million , $7 million , $2 million and zero , respectively. For the years ended December 31, 2019 and year ended December 31, 2018 the stock-based compensation had an income tax benefit of approximately zero and $1.5 million , respectively. The table below summarizes the activity relating RSUs issued under the Restated Incentive Plan during the year ended December 31, 2019 . The RSUs vest ratably over three years. Unrecognized compensation cost associated with the RSUs at December 31, 2019 was approximately $8 million which will be recognized over a weighted-average period of approximately two years . Number of shares Weighted-average Grant Date Fair Value (shares in thousands) Non-vested at December 31, 2018 641 $ 10.82 Granted 767 $ 12.62 Vested (308 ) $ 10.87 Forfeited (86 ) $ 12.19 Non-vested at December 31, 2019 1,014 $ 12.05 The table below summarizes the activity relating to the PSUs issued under the Revised Incentive Plan during the year ended December 31, 2019 . Unrecognized compensation cost associated with the PSUs at December 31, 2019 is approximately $5 million which will be recognized over a weighted-average period of approximately two years . Number of shares Weighted-average Grant Date Fair Value (shares in thousands) Non-vested at December 31, 2018 282 $ 6.73 Granted 554 $ 12.75 Vested — $ — Forfeited (38 ) $ 9.69 Non-vested at December 31, 2019 798 $ 10.77 Use of IPO Proceeds Of the approximately $110 million of net proceeds received by us in the IPO, we used approximately $105 million to repay borrowings under our RBL Facility. This included the $60 million we borrowed on the RBL Facility to make the payment due to the holders of our Series A Preferred Stock in connection with the conversion of preferred stock to common stock. We used the remainder for general corporate purposes. In connection with the IPO, on July 17, 2018, we entered into stock purchase agreements with certain funds affiliated with Oaktree Capital Management and Benefit Street Partners, pursuant to which we purchased an aggregate of 410,229 and 1,391,967 shares of our common stock, respectively, or 1,802,196 in total. In addition to the 8,695,653 shares of common stock issued and sold for our benefit in the IPO, we simultaneously received $24 million for selling 1,802,196 shares to the public and paid $24 million to purchase 1,802,196 shares under the stock purchase agreements. We purchased the shares immediately following the closing of the IPO and retired and returned them to the status of authorized but unissued shares. The selling stockholders also directly sold an additional 2,545,630 shares at a price to the public of $14.00 per share for which we did not receive any proceeds. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan We sponsor a defined contribution retirement plan under section 401(k) of the Internal Revenue Code to assist all full-time employees in providing for retirement or other future financial needs. The 401(k) plan provides for a matching contribution of up to 6% of an employee’s eligible compensation. Employees are eligible to participate in the 401(k) plan on their date of hire. We expensed approximately $1.7 million , $1.4 million , $0.8 million , and zero for the year ended December 31, 2019 , year ended December 31, 2018 , the ten months ended December 31, 2017, and the two months ended February 28, 2017, respectively, under the provisions of the 401(k) plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes Prior to the Effective Date, Berry LLC was a limited liability company treated as a disregarded entity for federal and state income tax purposes, with the exception of the state of Texas. Limited liability companies are subject to Texas margin tax. As such, with the exception of the state of Texas, Berry LLC was not a taxable entity, it did not directly pay federal and state income taxes and recognition was not given to federal and state income taxes for the operations of Berry LLC. Upon emergence from bankruptcy, Berry Corp. acquired the assets of Berry LLC in a taxable asset acquisition as part of the restructuring. Consequently, we are now taxed as a corporation and have no net operating loss carryforwards for the periods prior to February 28, 2017. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Act”) made significant changes to the Internal Revenue Code of 1986, including lowering the maximum federal corporate income tax rate from 35% to 21% and imposing limitations on the use of net operating losses arising in taxable years ending after December 31, 2017. The SEC permitted the recognition of provisional amounts based on a reasonable estimate, subject to adjustments in a one-year measurement period. For the ten months ended December 31, 2017, we recorded provisional estimates for the remeasurement of our net deferred tax asset before valuation allowance of $2.7 million for the reduction in the corporate tax rate and a $1.9 million increase in the valuation allowance as a result of the Act. During 2018, we completed our accounting related to the income tax effects of the Act, resulting in no significant adjustments to the provisional amounts recorded. The key contributor to the change in our effective rate from 23% in the year ended December 31, 2018 to (523)% for the year ended December 31, 2019 is due to the recognition of US federal general business credits in 2019 and are related to the 2017 and 2018 tax periods. These credits are available to offset future federal income tax liabilities. Income tax expense (benefit) consisted of the following: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Current taxes: Federal $ — $ (465 ) $ 465 $ — State 227 (446 ) 450 221 Total current taxes 227 (911 ) 915 221 Deferred taxes: Federal (36,756 ) 33,227 1,888 — State (21 ) 10,719 — 9 Total deferred taxes (36,777 ) 43,946 1,888 9 Total current and deferred taxes $ (36,550 ) $ 43,035 $ 2,803 $ 230 A reconciliation of the federal statutory tax rate to the effective tax rate is as follows: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % 35.0 % State, net of federal tax benefit 8.9 % 6.3 % 7.2 % — % Effect of permanent differences 0.2 % (0.6 )% (0.4 )% — % Tax credits and federal return to provision (546.4 )% — % — % — % State return to provision (6.6 )% — % — % — % Tax reform—rate change (1) — % — % (14.7 )% — % Income excluded from nontaxable entities — % — % — % (35.0 )% Change in valuation allowance — % (4.1 )% (42.4 )% — % Effective tax rate (522.9 )% 22.6 % (15.3 )% — % __________ (1) For the ten months ended December 31, 2017, includes the tax rate reduction. The impact of the rate change is fully offset in the “Change in valuation allowance” item. Significant components of the deferred tax assets and liabilities are as follows: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 14,542 $ 14,310 Accruals 12,218 2,993 Asset retirement obligations 41,382 26,383 Tax credits and federal return to provision 47,803 — Interest limitation carryforward 13,892 7,486 Other 5,154 2,033 Total deferred tax assets 134,991 53,205 Deferred tax liabilities: Book tax differences in property basis (143,896 ) (95,348 ) Derivative instruments (152 ) (3,692 ) Total deferred tax liabilities (144,048 ) (99,040 ) Net deferred tax asset (liability) $ (9,057 ) $ (45,835 ) As of December 31, 2019, the Company had approximately $56 million of federal net operating loss (“NOL”) carryforwards and $33 million of state net operating loss carryforwards. The federal net operating loss carryovers have no expiration date. State net operating loss carry forwards will expire in varying amounts beginning after taxable year ended 2027. In addition, as of December 31, 2019, the Company had US federal general business tax credit carryforwards totaling $48 million , which, if unused, will expire after taxable years ended 2037. The Act signed into law in 2017 imposed new limitations on the ability to deduct interest paid or accrued. As of December 2019, we recorded a deferred tax asset related to the $66 million tax benefit of interest expense that was not currently deductible in tax years 2018 and 2019. This attribute can be carried forward indefinitely but utilized subject to certain annual limitations. We assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. As of December 31, 2019, due to the positive evidence of cumulative income since the Effective Date and the reversal of existing federal and state temporary differences, we determined there is sufficient positive evidence to conclude that it is more likely than not that our deferred tax assets are realizable. Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Unrecognized tax benefits - January 1 $ — $ — Prior year - increase 6,720 — Current year - increase 7,172 — Unrecognized tax benefits - December 31 $ 13,892 $ — The $13.9 million of unrecognized tax benefits as of December 31, 2019 do not affect the effective tax rate if recognized. We believe it is reasonably possible that the total unrecognized benefits may significantly decrease within the next 12 months as new guidance and regulations related to the Act are issued. No penalties or interest expense have been accrued on unrecognized tax benefits as of December 31, 2019. We are subject to taxation in the United States and various state jurisdictions. We are not currently under audit by any federal or state income tax authority. The 2017, 2018, and 2019 federal and state tax returns remain open to examination under the respective statute of limitations. |
Supplemental Disclosures to the
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows | Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows Other current assets reported on the balance sheets included the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Prepaid expenses $ 4,577 $ 4,656 Materials and supplies 10,544 5,461 Oil inventories 3,432 3,786 Other 846 464 Other current assets $ 19,399 $ 14,367 Other non-current assets at December 31, 2019 and December 31, 2018 included approximately $11 million and $16 million of deferred financing costs, net of amortization, respectively. Accounts payable and accrued expenses on the balance sheets included the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Accounts payable-trade $ 25,475 $ 13,564 Accrued expenses 45,589 66,417 Royalties payable 25,385 26,189 Taxes other than income tax liability 9,150 10,766 Accrued interest 10,500 10,500 Dividends payable 9,888 9,992 Asset retirement obligation - current portion 25,208 6,372 Other 616 318 Total accounts payable and accrued expenses $ 151,811 $ 144,118 Other non-current liabilities at December 31, 2019 and December 31, 2018 included approximately $33 million and $15 million of greenhouse gas liability, respectively. Supplemental Information on the Statement of Operations Other operating (income) expenses mainly consist of excess abandonment costs, as well as gain (loss) on sale of assets. Supplemental Cash Flow Information Supplemental disclosures to the statements of cash flows are presented below: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Supplemental Disclosures of Significant Non-Cash Investing Activities: Material inventory transfers to oil and natural gas properties $ 10,056 $ 2,371 $ — $ — Supplemental Disclosures of Cash Payments (Receipts): Interest, net of amounts capitalized $ 30,720 $ 19,761 $ 14,276 $ 8,057 Income taxes $ (2 ) $ (1,901 ) $ 1,994 $ — Reorganization items, net $ — $ 832 $ 1,732 $ 11,838 The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the consolidated statements of cash flows to the line items within the consolidated balance sheets: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Beginning of Period Cash and cash equivalents $ 68,680 $ 33,905 $ 32,049 $ 30,483 Restricted cash — 34,833 52,860 197,793 Restricted cash in other noncurrent assets — — 125 128 Cash, cash equivalents and restricted cash $ 68,680 $ 68,738 $ 85,034 $ 228,404 Ending of Period Cash and cash equivalents $ — $ 68,680 $ 33,905 $ 32,049 Restricted cash — — 34,833 52,860 Restricted cash in other noncurrent assets — — — 125 Cash, cash equivalents and restricted cash $ — $ 68,680 $ 68,738 $ 85,034 Restricted cash is associated with cash reserved to settle claims with general unsecured creditors. Cash and cash equivalents consists primarily of highly liquid investments with original maturities of three months or less and are stated at cost, which approximates fair value. As part of our cash management system, we use a controlled disbursement account to fund cash distribution checks presented for payment by the holder. Checks issued but not yet presented to banks may result in overdraft balances for accounting purposes in the accounts payable and accrued expenses account. |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Party Transactions | Certain Relationships and Related Party Transactions In connection with our emergence from bankruptcy, we entered into agreements with certain of our affiliates and with parties who received shares of our common stock and Series A Preferred Stock in exchange for their claims. Transition Services and Separation Agreement (“TSSA”) On the Effective Date, Berry LLC entered into a TSSA with Linn Energy and certain of its subsidiaries to facilitate the separation of Berry LLC’s operations from Linn Energy’s operations. Under the TSSA, Berry LLC reimbursed Linn Energy for third-party out-of-pocket costs and expenses actually incurred by Linn Energy in connection with providing certain transition services. For the ten months ended December 31, 2017, we incurred management fee expenses of approximately $17 million under the TSSA. Since the agreement commenced on the Effective Date, no expenses were incurred for the periods ended February 28, 2017. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures During 2019 we had various property acquisitions of approximately $2.9 million that individually were not significant. Disposition of East Texas Properties On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin for approximately $7 million , before purchase price adjustments, which resulted in a gain of approximately $4 million . Production comprised approximately 0.7 MBoe per day of natural gas in the third quarter of 2018. Acquisition of Chevron North Midway-Sunset In April 2018, we acquired 2 leases on an aggregate of 214 acres of land owned by Chevron U.S.A. in the north Midway-Sunset field immediately adjacent to assets we currently operate. We assumed a drilling commitment of approximately $35 million to drill 115 wells on or before April 1, 2020, which we extended to April 1, 2022. We drilled 18 wells of these wells as of December 31, 2019. We paid no other consideration for the acquisition. Our drilling commitment will be tolled for a month for each consecutive 30 -day period for which the posted price of WTI is less than $45 per barrel. This transaction is consistent with our business strategy to investigate areas beyond our known productive areas. Disposition of Hugoton Properties On July 31, 2017, we divested our 78% working interest in the Hugoton natural gas field located in Southwest Kansas and the Oklahoma Panhandle (the “Hugoton Disposition”) because we deemed it a non-core asset. This resulted in approximately $234 million of proceeds and a $23 million gain. Acquisition of Hill Properties On July 31, 2017, we acquired the remaining 84% working interest in the South Belridge Hill property located in Kern County, California, in which we previously owned a 16% working interest (the “Hill Acquisition”). We purchased the properties for approximately $249 million . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Predecessor was organized as a limited liability company and, as such, did not issue any stock. Accordingly, we have not presented earnings per share calculations for the predecessor company periods. We calculate basic earnings (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the year ended December 31, 2019 , year ended December 31, 2018 , and ten months ended December 31, 2017 which is approximately 81 million , 58 million , and 39 million shares, respectively. Common shares issuable upon the satisfaction of certain conditions pursuant to a contractual agreement, are considered common shares outstanding and are included in the computation of net income (loss) per share. Our initial capitalization included the issuance of 32,920,000 shares of common stock and another 7,080,000 shares reserved to settle claims of unsecured creditors, all of which were included in our computation of net income (loss) per share until the claims were settled and the shares issued. In March 2019, we finalized settlement of these claims, issuing approximately 2,770,000 shares. In all prior periods presented we retrospectively adjusted the weighted average shares in our earnings per share calculations for the ultimate shares issued, instead of the 7,080,000 shares that had been reserved. In July 2018, all outstanding shares of our Series A Preferred Stock were converted to common shares in connection with the IPO of our common stock (see Note 6 ). The conversion was characterized as an induced conversion that required a deduction in our EPS calculation, from net income, of approximately $87 million in determining income attributable to common stockholders. This deduction represents the excess of fair value of the total consideration given to preferred stockholders in the transaction over the fair value of the common stock issuable under the original conversion terms. Included in the $87 million is a $60 million cash payment and approximately $27 million of value from the 1.9 million additional common shares received by preferred stockholders as a result of the automatic conversion that occurred in conjunction with our IPO. The Series A Preferred Stock was not a participating security, therefore, we calculated diluted EPS using the “if-converted” method under which the preferred dividends are added back to the numerator and the convertible preferred stock is assumed to be converted at the beginning of the period. No incremental shares of Series A Preferred Stock were included in the diluted EPS calculation for the year ended December 31, 2019 as all outstanding shares of our Series A Preferred Stock were converted to common shares in connection with the IPO of our common stock in July 2018. No Series A Preferred Stock were included in the diluted EPS calculations for the year ended December 31, 2018 and for the ten months ended December 31, 2017 as their effect was anti-dilutive under the “if-converted” method. The RSUs and PSUs are not a participating security as the dividends are forfeitable. The incremental RSU and PSU shares of 572,000 for the year ended December 31, 2019 and the incremental RSU shares of 189,000 for the year ended December 31, 2018 were included in the diluted EPS calculation for those respective years, as their effect was dilutive under the “if-converted” method. No incremental shares of RSUs were included in the diluted EPS calculation for the ten months ended December 31, 2017 as their effect was anti-dilutive under the “if-converted” method. No PSUs were included in the EPS calculations for the year end December 31, 2018, the ten months ended December 21, 2017, and the two months ended February 28, 2017, due to their contingent nature. Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands except per share amounts) Basic EPS calculation Net income (loss) $ 43,539 $ 147,102 $ (21,068 ) n/a less: Series A Preferred Stock dividends and conversion to common stock — (97,942 ) (18,248 ) n/a Net income (loss) attributable to common stockholders $ 43,539 $ 49,160 $ (39,316 ) n/a Weighted-average shares of common stock outstanding (1) 81,379 57,743 38,644 n/a Basic earnings (loss) per share (2) $ 0.54 $ 0.85 $ (1.02 ) n/a Diluted EPS calculation Net income (loss) $ 43,539 $ 147,102 $ (21,068 ) n/a less: Series A Preferred Stock dividends and conversion to common stock — (97,942 ) (18,248 ) n/a Net income (loss) attributable to common stockholders $ 43,539 $ 49,160 $ (39,316 ) n/a Weighted-average shares of common stock outstanding (1) 81,379 57,743 38,644 n/a Dilutive effect of potentially dilutive securities (3) 572 189 — n/a Weighted-average common shares outstanding - diluted 81,951 57,932 38,644 n/a Diluted earnings (loss) per share (2) $ 0.53 $ 0.85 $ (1.02 ) n/a __________ (1) For the year ended December 31, 2018, we retrospectively adjusted the weighted average shares in our earnings per share calculations for the 2,770,000 shares issued instead of 7,080,000 shares that had been reserved for the year ended December 31, 2018 and the ten months ended December 31, 2017. (2) Per share amounts are stated net of tax. (3) No potentially dilutive securities were included in computing earnings (loss) per share for the ten months ended December 31, 2017 because the effect of inclusion would have been anti-dilutive. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with the Accounting Standards Codification 606, Revenue from Contracts with Customers, which we adopted on January 1, 2019, using the modified retrospective method, which was applied to all contracts that were not completed as of that date. Prior period results were not adjusted and continue to be reported under the accounting standards in effect for the prior period. The new standard did not affect the timing of our revenue recognition and did not impact net income; accordingly, we did not record an adjustment to the opening balance of retained earnings. We adopted the practical expedient related to disclosing the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied at the end of the reporting period. The performance obligations that are unsatisfied at the end of a reporting period relate solely to future volumes that we have yet to sell. As such, these are wholly unsatisfied performance obligations as each unit of product represents a separate performance obligation as well as a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation. We derive substantially all of our revenue from sales of oil, natural gas and natural gas liquids ("NGL"), with the remaining revenue generated from sales of electricity and marketing activities. The following is a description of our principal activities from which we generate revenue. Revenues are recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Oil, Natural Gas and NGLs We recognize revenue from the sale of our oil, natural gas and NGLs production when delivery has occurred and control passes to the customer. Our oil and natural gas contracts are short term, typically less than a year and our NGL contracts are both short and long term. We consider our performance obligations to be satisfied upon transfer of control of the commodity. Our commodity sales contracts are indexed to a market price or an average index price. We recognize revenue in the amount that we expect to receive once we are able to adequately estimate the consideration (i.e., when market prices are known). Our contracts with customers typically require payment within 30 days following invoicing. Electricity Sales The electrical output of our cogeneration facilities that is not used in our operations is sold to the California market based on market pricing, which includes capacity payments. The majority of the portion sold from three of our cogeneration facilities is sold under long-term contracts to two California utility companies, based on the market pricing. Revenue is recognized over time when obligations under the terms of a contract with our customer are satisfied; generally, this occurs upon delivery of the electricity. Revenue is measured as the amount of consideration we expect to receive based on average index pricing with payment due the month following delivery. Capacity payments are based on a fixed annual amount per kilowatt hour and monthly rates vary based on seasonality, which is consistent with how we earn the capacity payment. Capacity payments are settled monthly. We consider our performance obligations to be satisfied upon delivery of electricity or as the contracted amount of energy is made available to the customer in the case of capacity payments. We report electricity revenue as electricity sales on our consolidated statements of operations. We recognize revenue in the amount that we have a right to invoice once we are able to adequately estimate the consideration (i.e., when market prices are known). Marketing Revenue Marketing revenue primarily includes our activities associated with transporting and marketing third-party volumes. These sales are made under the same agreements with the same purchaser as our natural gas sales discussed above. We consider our performance obligations to be satisfied upon transfer of control of the commodity. Revenues are presented excluding costs incurred prior to transferring control of these volumes to the customer, or the costs to purchase these volumes when we are acting as the principal. The revenues and expenses related to the sale and purchase of third-party volumes are presented separately as marketing revenue and marketing expenses on the condensed consolidated statements of operations. Disaggregated Revenue As a result of adoption of this standard, we are now required to disclose the following information regarding revenue from contracts with customers on a disaggregated basis. Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Oil sales $ 543,634 $ 520,979 $ 303,589 $ 54,110 Natural gas sales 19,391 26,244 40,887 14,476 Natural gas liquids sales 2,571 5,651 13,452 5,534 Electricity sales 29,397 35,208 21,972 3,655 Marketing revenues 2,094 2,322 2,694 633 Other revenues 316 774 3,975 1,424 Revenues from contracts with customers 597,403 591,178 386,569 79,832 (Losses) gains on oil derivatives (37,998 ) (4,621 ) (66,900 ) 12,886 Total revenues and other $ 559,405 $ 586,557 $ 319,669 $ 92,718 |
Emergence from Voluntary Reorga
Emergence from Voluntary Reorganization under Chapter 11 | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Emergence from Voluntary Reorganization under Chapter 11 | Emergence from Voluntary Reorganization under Chapter 11 On May 11, 2016 our predecessor company filed bankruptcy. Our bankruptcy case was jointly administered with that of Linn Energy and its affiliates under the caption In re Linn Energy, LLC, et al., Case No. 16–60040 (the “Chapter 11 Proceeding”). On January 27, 2017, the Bankruptcy Court approved and confirmed our plan of reorganization in the Chapter 11 Proceeding (the “Plan”). On February 28, 2017 (the “Effective Date”), the Plan became effective and was implemented. A final decree closing the Chapter 11 Proceeding was entered September 28, 2018, with the Court retaining jurisdiction as described in the confirmation order and without prejudice to the request of any party–in–interest to reopen the case including with respect to certain, immaterial remaining matters. Plan of Reorganization On the Effective Date, the Company consummated the following reorganization transactions in accordance with the Plan: • Linn Acquisition Company, LLC transferred 100% of the outstanding membership interests in Berry LLC to Berry Corp. pursuant to an assignment agreement, dated February 28, 2017 between Linn Acquisition Company, LLC and Berry Corp. (the “Assignment Agreement”). Under the Assignment Agreement, Berry LLC became a wholly-owned operating subsidiary of Berry Corp. • The holders of claims under the Company’s Second Amended and Restated Credit Agreement, dated November 15, 2010, by and among Berry LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and certain lenders, (as amended, the “Pre-Emergence Credit Facility”), received (i) their pro-rated share of a cash paydown and (ii) pro-rated participation in the new facility (the “Emergence Credit Facility”). As a result, all outstanding obligations under the Pre-Emergence Credit Facility were canceled and the agreements governing these obligations were terminated. • Berry LLC, as borrower, entered into the Emergence Credit Facility with the holders of claims under the Pre-Emergence Credit Facility, as lenders, and Wells Fargo Bank, N.A, as administrative agent, providing for a new reserves-based revolving loan with up to $550 million in borrowing commitments. This facility was replaced with the RBL Facility in July 2017 noted above. • The holders of Berry LLC’s 6.75% senior notes due 2020, issued by Berry LLC pursuant to a Second Supplemental Indenture, dated November 1, 2010, and 6.375% senior notes due 2022, issued by Berry LLC pursuant to a Third Supplemental Indenture, dated March 9, 2012 (collectively, the “Unsecured Notes”), received a right to their pro-rated share of either (i) 32,920,000 shares of common stock in Berry Corp. or, for those non-accredited investors holding the Unsecured Notes that irrevocably elected to receive a cash recovery, cash distributions from a $35 million cash distribution pool (the “Cash Distribution Pool”) and (ii) specified rights to participate in a two-tranche offering of rights to purchase Series A Preferred Stock at an aggregate purchase price of $335 million (as further defined in the Plan, the “Berry Rights Offerings”). As a result, all outstanding obligations under the Unsecured Notes were canceled and the indentures and related agreements governing these obligations were terminated. • The holders of unsecured claims against Berry LLC, (other than the Unsecured Notes) (the “Unsecured Claims”) received a right to their pro-rated share of either (i) 7,080,000 shares of common stock in Berry Corp. or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool. After the Effective Date we have negotiated with claimants to settle their claims. As a result, in early 2019, we issued 2,770,000 shares to settle these claims for which we had originally reserved 7,080,000 shares. • Berry LLC settled all intercompany claims against Linn Energy and its affiliates pursuant to a settlement agreement approved as part of the Plan and the Confirmation Order. The settlement agreement provided Berry LLC with a $25 million general unsecured claim against Linn Energy which Berry LLC has fully-reserved. Bank RSA Prior to the Petition Date, on May 10, 2016, the Debtors entered into a restructuring support agreement (the “Bank RSA”) with certain holders (the “Consenting Bank Creditors”). The Bank RSA set forth, subject to certain conditions, the commitment of the Consenting Bank Creditors to support a comprehensive restructuring of the Debtors’ long-term debt. The Bank RSA required the Debtors and the Consenting Bank Creditors to, among other things, support and not interfere with consummation of the restructuring transactions contemplated by the Bank RSA and, as to the Consenting Bank Creditors, vote their claims in favor of the Plan. Liabilities Subject to Compromise Through the claims resolution process, many claims were disallowed by the Bankruptcy Court because they were duplicative, amended or superseded by later filed claims, were without merit, or were otherwise overstated. Throughout the Chapter 11 proceedings, the Debtors also resolved many claims through settlements or by Bankruptcy Court orders following the filing of an objection. As a result, in early 2019, we issued 2,770,000 shares to settle these claims for which we had originally reserved 7,080,000 shares. We settled all liabilties subject to compromise through cash recovery as of December 31, 2018, resulting in a significant recognition of gains due to the return of undistributed funds. See “Reorganization Items, net” below. Reorganization Items, Net We have incurred expenses associated with the reorganization. Reorganization items, net represents costs and income directly associated with the Chapter 11 proceedings since the Petition Date, and also includes adjustments to reflect the carrying value of certain liabilities subject to compromise at their estimated allowed claim amounts, as such adjustments were determined. The following table summarizes the components of reorganization items included in the consolidated statements of operations: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Return of undistributed funds from cash distribution pool (1) $ — $ 22,855 $ — $ — Gains on resolution of pre-emergence liabilities and claims — 3,713 — — Legal and other professional advisory fees (426 ) (3,083 ) (1,027 ) (19,481 ) Gains on settlement of liabilities subject to compromise — — — 421,774 Fresh-start valuation adjustments — — — (920,699 ) Other — 1,205 (705 ) 10,686 Reorganization items, net $ (426 ) $ 24,690 $ (1,732 ) $ (507,720 ) __________ (1) This amount was reclassed from restricted cash to general cash, thus does not represent a cash transaction. Effect of Filing on Creditors Subject to certain exceptions, under the Bankruptcy Code, the filing of Bankruptcy Petitions automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the Petition Date. Absent an order of the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities were subject to settlement under the Bankruptcy Code. Although the filing of Bankruptcy Petitions triggered defaults on the Debtors’ debt obligations, creditors were stayed from taking any actions against the Debtors as a result of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. The Predecessor did not record interest expense on its senior notes for the period from January 1, 2017 through February 28, 2017. For this period, unrecorded contractual interest was approximately $9 million . Covenant Violations The Predecessor’s filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under its Pre-Emergence Credit Facility and its senior notes. Additionally, other events of default, including cross-defaults, occurred, including the failure to make interest payments on the Predecessor’s senior notes. Under the Bankruptcy Code, the creditors under these debt agreements were stayed from taking any action against the Predecessor as a result of any default. Prior Credit Facility The Pre-Emergence Credit Facility contained a requirement to deliver audited financial statements without a going concern or like qualification or exception. Consequently, the filing of the Predecessor’s 2015 Annual Report on Form 10-K which included a going concern explanatory paragraph resulted in a default under the Pre-Emergence Credit Facility as of the filing date, March 28, 2016, subject to a 30 -day grace period. On April 12, 2016, the Predecessor entered into an amendment to the Pre-Emergence Credit Facility. The amendment provided for, among other things, an agreement that (i) certain events would not become defaults or events of default until May 11, 2016, (ii) the borrowing base would remain constant until May 11, 2016, unless reduced as a result of swap agreement terminations or collateral sales, (iii) the Predecessor would have access to $45 million in cash that was previously restricted in order to fund ordinary course operations and (iv) the Predecessor, the administrative agent and the lenders would negotiate in good faith the terms of a restructuring support agreement in furtherance of a restructuring of the capital structure of the Predecessor. As a condition to closing the amendment, the Predecessor provided control agreements over certain deposit accounts. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under the Pre-Emergence Credit Facility. However, under the Bankruptcy Code, the creditors under this debt agreement were stayed from taking any action against the Predecessor as a result of the default. Senior Notes The Predecessor deferred making an interest payment totaling approximately $18 million due March 15, 2016, on the Predecessor’s 6.375% senior notes due September 2022, which resulted in the Predecessor being in default under these senior notes. The indenture governing the notes provided the Predecessor a 30 -day grace period to make the interest payment. On April 14, 2016, within the 30 -day interest payment grace period provided for in the indenture governing the notes, the Predecessor made an interest payment of approximately $18 million in satisfaction of its obligations. The Predecessor failed to make interest payments due on its senior notes subsequent to April 14, 2016. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under the indentures governing the senior notes. However, under the Bankruptcy Code, holders of the senior notes were stayed from taking any action against the Predecessor as a result of the default. Fresh-Start Accounting Upon our emergence from bankruptcy, we were required to adopt fresh-start accounting, which, with the recapitalization described above, resulted in Berry Corp. being treated as the new entity for financial reporting purposes. We were required to adopt fresh-start accounting upon our emergence from bankruptcy because (i) the holders of existing voting ownership interests of our predecessor company received less than 50% of the voting shares of Berry Corp. and (ii) the reorganization value of our assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. An entity applying fresh-start accounting upon emergence from bankruptcy is viewed as a new reporting entity from an accounting perspective, and accordingly, may select new accounting policies. The reorganization value of our assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims, as shown below: (in thousands) Liabilities subject to compromise $ 1,000,336 Pre-petition debt not classified as subject to compromise 891,259 Post-petition liabilities 245,702 Total post-petition liabilities and allowed claims 2,137,297 Reorganization value of assets immediately prior to implementation of the Plan (1,722,585 ) Excess post-petition liabilities and allowed claims $ 414,712 Upon adoption of fresh-start accounting, the reorganization value derived from the enterprise value was allocated to our assets and liabilities based on their fair values in accordance with GAAP. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheet. The effects of the Plan and the application of fresh-start accounting were reflected in the financial statements as of February 28, 2017, and the related adjustments thereto were recorded on the statement of operations for the two months ended February 28, 2017. As a result of the adoption of fresh-start accounting and the effects of the implementation of the Plan, our consolidated financial statements subsequent to February 28, 2017, are not comparable to our financial statements prior to February 28, 2017. Our consolidated financial statements and related footnotes are presented with a black line division, which delineates the lack of comparability between amounts presented after February 28, 2017, and amounts presented on or prior to February 28, 2017. Our financial results for future periods following the application of fresh-start accounting will be different from historical trends and the differences may be material. Reorganization Value Under GAAP, a value was assigned to the equity of the emerging entity as of the date of adoption of fresh-start accounting. The Plan and disclosure statement approved by the Bankruptcy Court did not include an enterprise value or reorganization value, nor did the Bankruptcy Court approve a value as part of its confirmation of our Plan. Our reorganization value was derived from an estimate of enterprise value, or the fair value of our long-term debt, stockholders’ equity and working capital. Reorganization value approximates the fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. Based on the various estimates and assumptions necessary for fresh-start accounting, our enterprise value as of the Effective Date was estimated to be approximately $1.3 billion . The enterprise value was estimated using a sum of parts approach. The sum of parts approach represents the summation of the indicated fair value of the component assets of the Company. The fair value of our assets was estimated by relying on a combination of the income, market and cost approaches. The estimated enterprise value, reorganization value and equity value are highly dependent on the achievement of the financial results contemplated in our underlying projections. While we believe the assumptions and estimates used to develop enterprise value and reorganization value are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and resulting conclusions. Additionally, the assumptions used in estimating these values are inherently uncertain and require judgment. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the reorganization value include those regarding pricing, discount rates and the amount and timing of capital expenditures. Our principal assets are our oil and natural gas properties. The fair values of oil and natural gas properties were estimated using a valuation technique consistent with the income approach; specifically, the discounted cash flows method. We also used the market approach to corroborate the valuation results from the income approach. We used a market-based weighted-average cost of capital discount rate of 10% for proved and unproved reserves, with further risk adjustment factors applied to the discounted values. The underlying commodity prices embedded in our estimated cash flows were based on the New York Mercantile Exchange (“NYMEX”) forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that we believe will impact realizable prices. NYMEX forward curve pricing was used for years 2017 through 2019 and then was escalated at approximately 2.0% . See below under “Fresh-Start Adjustments” for additional information regarding assumptions used in the valuation of our various other significant assets and liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: (in thousands) Enterprise value $ 1,278,527 Plus: Fair value of non-debt liabilities 282,511 Reorganization value of the Successor’s assets $ 1,561,038 The fair value of non-debt liabilities consists of liabilities assumed by the Successor on the Effective Date and excludes the fair value of long-term debt. Consolidated Balance Sheet The adjustments included in the following fresh-start consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed on the Effective Date (reflected in the column “Reorganization Adjustments”) as well as fair value and other required accounting adjustments resulting from the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, methods used to determine the fair values and significant assumptions. As of February 28, 2017 Berry LLC (Predecessor) Reorganization Adjustments (1) Fresh-Start Adjustments Berry Corp. (Successor) (in thousands) ASSETS Current assets: Cash and cash equivalents $ 27,407 $ 4,642 (2) $ — $ 32,049 Accounts receivable 76,027 (15,700 ) (3) (816 ) (14 ) 59,511 Derivative instruments 243 — — 243 Restricted cash 128 52,732 (4) — 52,860 Other current assets 18,437 (5,558 ) (5) 3,873 (15 ) 16,752 Total current assets 122,242 36,116 3,057 161,415 Non-current assets: Oil and natural gas properties 5,031,498 — (3,787,898 ) (16 ) 1,243,600 Less accumulated depletion and amortization (2,814,999 ) — 2,814,999 (16 ) — Total oil and natural gas properties, net 2,216,499 — (972,899 ) 1,243,600 Other property and equipment 124,379 — (15,576 ) (17 ) 108,803 Less accumulated depreciation (22,107 ) — 22,107 (17 ) — Total other property and equipment, net 102,273 — 6,530 108,803 Derivative instruments 57 — — 57 Restricted cash 197,939 (197,814 ) (2) — 125 Other non-current assets 16,076 151 (6) 30,811 (18 ) 47,038 Total assets $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 60,323 $ 52,371 (7) $ 3,818 (19 ) $ 116,512 Derivative instruments 5,355 — — 5,355 Current portion of long-term debt, net 891,259 (891,259 ) (8) — — Other accrued liabilities 7,335 (3,760 ) (9) 1,295 (20 ) 4,870 Total current liabilities 964,272 (842,648 ) 5,113 126,737 Non-current liabilities: Derivative instruments 1,710 — — 1,710 Long-term debt — 400,000 (10 ) — 400,000 Other non-current liabilities 170,979 — (16,915 ) (21 ) 154,064 Liabilities subject to compromise 1,000,336 (1,000,336 ) (11 ) — — Equity: Predecessor additional paid-in capital 2,798,714 (2,798,714 ) (12 ) — — Predecessor accumulated deficit (2,280,925 ) 375,159 (13 ) 1,905,766 (22 ) — Successor preferred stock — 335,000 (12 ) — 335,000 Successor common stock — 33 (12 ) — 33 Successor additional paid-in capital — 3,369,959 (12 ) (2,826,465 ) (22 ) 543,494 Total equity 517,789 1,281,437 (920,699 ) 878,527 Total liabilities and equity $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 __________ Reorganization Adjustments: (1) Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity, issuances of the Successor’s common stock and preferred stock, proceeds received from the Berry Rights Offerings and issuance of the Successor’s debt. (2) Changes in cash and cash equivalents included the following: (in thousands) Borrowings under the Emergence Credit Facility $ 400,000 Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings 335,000 Cash receipt from Linn Energy, LLC for ad valorem taxes 23,366 Removal of restriction on cash balance (includes $128 previously recorded as short term) 197,942 Payment to the holders of claims under the Pre-Emergence Credit Facility (including $29 in bank fees and $3,760 in interest) (897,663) Payment of professional fees (992) Payment of Emergence Credit Facility fee that was capitalized (151) Funding of the general unsecured claims Cash Distribution Pool (35,000) Funding of the professional fees escrow account (17,860) Changes in cash and cash equivalents $ 4,642 (3) Collection of overpayment to Linn Energy, LLC for ad valorem taxes. (4) Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims Cash Distribution Pool. (5) Primarily reflects the write-off of the Predecessor’s deferred financing fees. (6) Reflects the capitalization of deferred financing fees related to the Emergence Credit Facility. (7) Net increase in accounts payable and accrued expenses reflects: (in thousands) Recognition of payables for the general unsecured claims Cash Distribution Pool $ 35,000 Recognition of payables for the professional fees escrow account 17,860 Recognition of payable for ad valorem tax liability 7,666 Net change of other professional fees payable (8,161) Other 6 Net increase in accounts payable and accrued expenses $ 52,371 (8) Reflects the repayment of the Pre-Emergence Credit Facility. (9) Reflects the payment of accrued interest on the Pre-Emergence Credit Facility. (10) Reflects borrowings under the Emergence Credit Facility. (11) Settlement of liabilities subject to compromise and the resulting net gains were determined as follows: (in thousands) Accounts payable and accrued expenses $ 151,298 Accrued interest payable 15,238 Debt 833,800 Total liabilities subject to compromise 1,000,336 Funding of the general unsecured claims Cash Distribution Pool (35,000) Common stock to holders of Unsecured Notes and general unsecured creditors (543,562) Gains on settlement of liabilities subject to compromise $ 421,774 (12) Net increase in capital accounts reflects: (in thousands) Common stock to holders of Unsecured Notes and general unsecured creditors $ 543,562 Payment of issuance costs (35) Dividend related to beneficial conversion feature of preferred stock 27,751 Cancellation of the Predecessor’s additional paid-in capital 2,798,714 Par value of common stock (33) Change in additional paid-in capital 3,369,959 Proceeds from issuance of preferred stock 335,000 Par value of common stock 33 Predecessor’s additional paid-in capital (2,798,714) Net increase in capital accounts $ 906,278 See Note 6 for additional information on the issuances and distributions of the Successor’s common and preferred stock. (13) Net decrease in accumulated deficit reflects: (in thousands) Recognition of gains on settlement of liabilities subject to compromise $ 421,774 Recognition of professional fees (13,667) Write-off of deferred financing fees (5,197) Total reorganization items, net 402,910 Dividend related to beneficial conversion feature of preferred stock (27,751 ) Net decrease in accumulated deficit $ 375,159 Fresh-Start Adjustments: (14) Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances. (15) Primarily reflects an increase in the current portion of greenhouse gas allowances. (16) Reflects a decrease of oil and natural gas properties, based on the methodology discussed in Note 2 , and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Proved properties $ 712,400 $ 4,266,843 Unproved properties 531,200 764,655 Total proved and unproved properties 1,243,600 5,031,498 Less accumulated depletion and amortization — (2,814,999 ) Total proved and unproved properties, net $ 1,243,600 $ 2,216,499 (17) Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Natural gas plants and pipelines $ 91,427 $ 109,675 Land 8,262 201 Furniture and office equipment 5,040 3,879 Buildings and leasehold improvements 2,740 5,884 Vehicles 1,156 4,542 Drilling and other equipment 178 198 Total other property and equipment 108,803 124,379 Less accumulated depreciation — (22,107 ) Total other property and equipment, net $ 108,803 $ 102,273 In estimating the fair value of other property and equipment, we used a combination of cost and market approaches. A cost approach was used to value our natural gas plants and pipelines, buildings, and furniture and office equipment based on current replacement costs of the assets less depreciation based on the estimated economic useful lives of the assets and age of the assets. A market approach was used to value our vehicles, drilling and other equipment, and land, using recent transactions of similar assets to determine the fair value from a market participant perspective. (18) Primarily reflects an increase in greenhouse gas allowances of approximately $30 million and a joint venture investment of approximately $1 million . Greenhouse gas allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. Our joint venture investment was valued based on a market approach using a market EBITDA multiple. (19) Reflects increases for greenhouse gas emissions liabilities of approximately $4 million and a change in accounting policy from the entitlements method to the sales method for gas production imbalances of approximately $200,000 , partially offset by a decrease for the current portion of intangibles liabilities of approximately $500,000 . (20) Reflects an increase of the current portion of asset retirement obligations. (21) Primarily reflects a decrease for asset retirement obligations of approximately $30 million and for intangible liabilities of approximately $6 million , partially offset by an increase for greenhouse gas emissions liabilities of approximately $19 million . The fair value of asset retirement obligations was estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk-free interest rate. The intangible liabilities identified on the Effective Date were valued based on a combination of market and incomes approaches and will be amortized over the remaining life of the respective contract. Greenhouse gas emissions liabilities were valued using a market approach based on trading prices for greenhouse gas allowances on February 28, 2017. (22) Reflects the cumulative impact of the fresh-start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit. |
Fresh-Start Accounting
Fresh-Start Accounting | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Fresh-Start Accounting | Emergence from Voluntary Reorganization under Chapter 11 On May 11, 2016 our predecessor company filed bankruptcy. Our bankruptcy case was jointly administered with that of Linn Energy and its affiliates under the caption In re Linn Energy, LLC, et al., Case No. 16–60040 (the “Chapter 11 Proceeding”). On January 27, 2017, the Bankruptcy Court approved and confirmed our plan of reorganization in the Chapter 11 Proceeding (the “Plan”). On February 28, 2017 (the “Effective Date”), the Plan became effective and was implemented. A final decree closing the Chapter 11 Proceeding was entered September 28, 2018, with the Court retaining jurisdiction as described in the confirmation order and without prejudice to the request of any party–in–interest to reopen the case including with respect to certain, immaterial remaining matters. Plan of Reorganization On the Effective Date, the Company consummated the following reorganization transactions in accordance with the Plan: • Linn Acquisition Company, LLC transferred 100% of the outstanding membership interests in Berry LLC to Berry Corp. pursuant to an assignment agreement, dated February 28, 2017 between Linn Acquisition Company, LLC and Berry Corp. (the “Assignment Agreement”). Under the Assignment Agreement, Berry LLC became a wholly-owned operating subsidiary of Berry Corp. • The holders of claims under the Company’s Second Amended and Restated Credit Agreement, dated November 15, 2010, by and among Berry LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and certain lenders, (as amended, the “Pre-Emergence Credit Facility”), received (i) their pro-rated share of a cash paydown and (ii) pro-rated participation in the new facility (the “Emergence Credit Facility”). As a result, all outstanding obligations under the Pre-Emergence Credit Facility were canceled and the agreements governing these obligations were terminated. • Berry LLC, as borrower, entered into the Emergence Credit Facility with the holders of claims under the Pre-Emergence Credit Facility, as lenders, and Wells Fargo Bank, N.A, as administrative agent, providing for a new reserves-based revolving loan with up to $550 million in borrowing commitments. This facility was replaced with the RBL Facility in July 2017 noted above. • The holders of Berry LLC’s 6.75% senior notes due 2020, issued by Berry LLC pursuant to a Second Supplemental Indenture, dated November 1, 2010, and 6.375% senior notes due 2022, issued by Berry LLC pursuant to a Third Supplemental Indenture, dated March 9, 2012 (collectively, the “Unsecured Notes”), received a right to their pro-rated share of either (i) 32,920,000 shares of common stock in Berry Corp. or, for those non-accredited investors holding the Unsecured Notes that irrevocably elected to receive a cash recovery, cash distributions from a $35 million cash distribution pool (the “Cash Distribution Pool”) and (ii) specified rights to participate in a two-tranche offering of rights to purchase Series A Preferred Stock at an aggregate purchase price of $335 million (as further defined in the Plan, the “Berry Rights Offerings”). As a result, all outstanding obligations under the Unsecured Notes were canceled and the indentures and related agreements governing these obligations were terminated. • The holders of unsecured claims against Berry LLC, (other than the Unsecured Notes) (the “Unsecured Claims”) received a right to their pro-rated share of either (i) 7,080,000 shares of common stock in Berry Corp. or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool. After the Effective Date we have negotiated with claimants to settle their claims. As a result, in early 2019, we issued 2,770,000 shares to settle these claims for which we had originally reserved 7,080,000 shares. • Berry LLC settled all intercompany claims against Linn Energy and its affiliates pursuant to a settlement agreement approved as part of the Plan and the Confirmation Order. The settlement agreement provided Berry LLC with a $25 million general unsecured claim against Linn Energy which Berry LLC has fully-reserved. Bank RSA Prior to the Petition Date, on May 10, 2016, the Debtors entered into a restructuring support agreement (the “Bank RSA”) with certain holders (the “Consenting Bank Creditors”). The Bank RSA set forth, subject to certain conditions, the commitment of the Consenting Bank Creditors to support a comprehensive restructuring of the Debtors’ long-term debt. The Bank RSA required the Debtors and the Consenting Bank Creditors to, among other things, support and not interfere with consummation of the restructuring transactions contemplated by the Bank RSA and, as to the Consenting Bank Creditors, vote their claims in favor of the Plan. Liabilities Subject to Compromise Through the claims resolution process, many claims were disallowed by the Bankruptcy Court because they were duplicative, amended or superseded by later filed claims, were without merit, or were otherwise overstated. Throughout the Chapter 11 proceedings, the Debtors also resolved many claims through settlements or by Bankruptcy Court orders following the filing of an objection. As a result, in early 2019, we issued 2,770,000 shares to settle these claims for which we had originally reserved 7,080,000 shares. We settled all liabilties subject to compromise through cash recovery as of December 31, 2018, resulting in a significant recognition of gains due to the return of undistributed funds. See “Reorganization Items, net” below. Reorganization Items, Net We have incurred expenses associated with the reorganization. Reorganization items, net represents costs and income directly associated with the Chapter 11 proceedings since the Petition Date, and also includes adjustments to reflect the carrying value of certain liabilities subject to compromise at their estimated allowed claim amounts, as such adjustments were determined. The following table summarizes the components of reorganization items included in the consolidated statements of operations: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Return of undistributed funds from cash distribution pool (1) $ — $ 22,855 $ — $ — Gains on resolution of pre-emergence liabilities and claims — 3,713 — — Legal and other professional advisory fees (426 ) (3,083 ) (1,027 ) (19,481 ) Gains on settlement of liabilities subject to compromise — — — 421,774 Fresh-start valuation adjustments — — — (920,699 ) Other — 1,205 (705 ) 10,686 Reorganization items, net $ (426 ) $ 24,690 $ (1,732 ) $ (507,720 ) __________ (1) This amount was reclassed from restricted cash to general cash, thus does not represent a cash transaction. Effect of Filing on Creditors Subject to certain exceptions, under the Bankruptcy Code, the filing of Bankruptcy Petitions automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the Petition Date. Absent an order of the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities were subject to settlement under the Bankruptcy Code. Although the filing of Bankruptcy Petitions triggered defaults on the Debtors’ debt obligations, creditors were stayed from taking any actions against the Debtors as a result of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. The Predecessor did not record interest expense on its senior notes for the period from January 1, 2017 through February 28, 2017. For this period, unrecorded contractual interest was approximately $9 million . Covenant Violations The Predecessor’s filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under its Pre-Emergence Credit Facility and its senior notes. Additionally, other events of default, including cross-defaults, occurred, including the failure to make interest payments on the Predecessor’s senior notes. Under the Bankruptcy Code, the creditors under these debt agreements were stayed from taking any action against the Predecessor as a result of any default. Prior Credit Facility The Pre-Emergence Credit Facility contained a requirement to deliver audited financial statements without a going concern or like qualification or exception. Consequently, the filing of the Predecessor’s 2015 Annual Report on Form 10-K which included a going concern explanatory paragraph resulted in a default under the Pre-Emergence Credit Facility as of the filing date, March 28, 2016, subject to a 30 -day grace period. On April 12, 2016, the Predecessor entered into an amendment to the Pre-Emergence Credit Facility. The amendment provided for, among other things, an agreement that (i) certain events would not become defaults or events of default until May 11, 2016, (ii) the borrowing base would remain constant until May 11, 2016, unless reduced as a result of swap agreement terminations or collateral sales, (iii) the Predecessor would have access to $45 million in cash that was previously restricted in order to fund ordinary course operations and (iv) the Predecessor, the administrative agent and the lenders would negotiate in good faith the terms of a restructuring support agreement in furtherance of a restructuring of the capital structure of the Predecessor. As a condition to closing the amendment, the Predecessor provided control agreements over certain deposit accounts. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under the Pre-Emergence Credit Facility. However, under the Bankruptcy Code, the creditors under this debt agreement were stayed from taking any action against the Predecessor as a result of the default. Senior Notes The Predecessor deferred making an interest payment totaling approximately $18 million due March 15, 2016, on the Predecessor’s 6.375% senior notes due September 2022, which resulted in the Predecessor being in default under these senior notes. The indenture governing the notes provided the Predecessor a 30 -day grace period to make the interest payment. On April 14, 2016, within the 30 -day interest payment grace period provided for in the indenture governing the notes, the Predecessor made an interest payment of approximately $18 million in satisfaction of its obligations. The Predecessor failed to make interest payments due on its senior notes subsequent to April 14, 2016. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Predecessor’s obligations under the indentures governing the senior notes. However, under the Bankruptcy Code, holders of the senior notes were stayed from taking any action against the Predecessor as a result of the default. Fresh-Start Accounting Upon our emergence from bankruptcy, we were required to adopt fresh-start accounting, which, with the recapitalization described above, resulted in Berry Corp. being treated as the new entity for financial reporting purposes. We were required to adopt fresh-start accounting upon our emergence from bankruptcy because (i) the holders of existing voting ownership interests of our predecessor company received less than 50% of the voting shares of Berry Corp. and (ii) the reorganization value of our assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. An entity applying fresh-start accounting upon emergence from bankruptcy is viewed as a new reporting entity from an accounting perspective, and accordingly, may select new accounting policies. The reorganization value of our assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims, as shown below: (in thousands) Liabilities subject to compromise $ 1,000,336 Pre-petition debt not classified as subject to compromise 891,259 Post-petition liabilities 245,702 Total post-petition liabilities and allowed claims 2,137,297 Reorganization value of assets immediately prior to implementation of the Plan (1,722,585 ) Excess post-petition liabilities and allowed claims $ 414,712 Upon adoption of fresh-start accounting, the reorganization value derived from the enterprise value was allocated to our assets and liabilities based on their fair values in accordance with GAAP. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheet. The effects of the Plan and the application of fresh-start accounting were reflected in the financial statements as of February 28, 2017, and the related adjustments thereto were recorded on the statement of operations for the two months ended February 28, 2017. As a result of the adoption of fresh-start accounting and the effects of the implementation of the Plan, our consolidated financial statements subsequent to February 28, 2017, are not comparable to our financial statements prior to February 28, 2017. Our consolidated financial statements and related footnotes are presented with a black line division, which delineates the lack of comparability between amounts presented after February 28, 2017, and amounts presented on or prior to February 28, 2017. Our financial results for future periods following the application of fresh-start accounting will be different from historical trends and the differences may be material. Reorganization Value Under GAAP, a value was assigned to the equity of the emerging entity as of the date of adoption of fresh-start accounting. The Plan and disclosure statement approved by the Bankruptcy Court did not include an enterprise value or reorganization value, nor did the Bankruptcy Court approve a value as part of its confirmation of our Plan. Our reorganization value was derived from an estimate of enterprise value, or the fair value of our long-term debt, stockholders’ equity and working capital. Reorganization value approximates the fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. Based on the various estimates and assumptions necessary for fresh-start accounting, our enterprise value as of the Effective Date was estimated to be approximately $1.3 billion . The enterprise value was estimated using a sum of parts approach. The sum of parts approach represents the summation of the indicated fair value of the component assets of the Company. The fair value of our assets was estimated by relying on a combination of the income, market and cost approaches. The estimated enterprise value, reorganization value and equity value are highly dependent on the achievement of the financial results contemplated in our underlying projections. While we believe the assumptions and estimates used to develop enterprise value and reorganization value are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and resulting conclusions. Additionally, the assumptions used in estimating these values are inherently uncertain and require judgment. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the reorganization value include those regarding pricing, discount rates and the amount and timing of capital expenditures. Our principal assets are our oil and natural gas properties. The fair values of oil and natural gas properties were estimated using a valuation technique consistent with the income approach; specifically, the discounted cash flows method. We also used the market approach to corroborate the valuation results from the income approach. We used a market-based weighted-average cost of capital discount rate of 10% for proved and unproved reserves, with further risk adjustment factors applied to the discounted values. The underlying commodity prices embedded in our estimated cash flows were based on the New York Mercantile Exchange (“NYMEX”) forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that we believe will impact realizable prices. NYMEX forward curve pricing was used for years 2017 through 2019 and then was escalated at approximately 2.0% . See below under “Fresh-Start Adjustments” for additional information regarding assumptions used in the valuation of our various other significant assets and liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: (in thousands) Enterprise value $ 1,278,527 Plus: Fair value of non-debt liabilities 282,511 Reorganization value of the Successor’s assets $ 1,561,038 The fair value of non-debt liabilities consists of liabilities assumed by the Successor on the Effective Date and excludes the fair value of long-term debt. Consolidated Balance Sheet The adjustments included in the following fresh-start consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed on the Effective Date (reflected in the column “Reorganization Adjustments”) as well as fair value and other required accounting adjustments resulting from the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, methods used to determine the fair values and significant assumptions. As of February 28, 2017 Berry LLC (Predecessor) Reorganization Adjustments (1) Fresh-Start Adjustments Berry Corp. (Successor) (in thousands) ASSETS Current assets: Cash and cash equivalents $ 27,407 $ 4,642 (2) $ — $ 32,049 Accounts receivable 76,027 (15,700 ) (3) (816 ) (14 ) 59,511 Derivative instruments 243 — — 243 Restricted cash 128 52,732 (4) — 52,860 Other current assets 18,437 (5,558 ) (5) 3,873 (15 ) 16,752 Total current assets 122,242 36,116 3,057 161,415 Non-current assets: Oil and natural gas properties 5,031,498 — (3,787,898 ) (16 ) 1,243,600 Less accumulated depletion and amortization (2,814,999 ) — 2,814,999 (16 ) — Total oil and natural gas properties, net 2,216,499 — (972,899 ) 1,243,600 Other property and equipment 124,379 — (15,576 ) (17 ) 108,803 Less accumulated depreciation (22,107 ) — 22,107 (17 ) — Total other property and equipment, net 102,273 — 6,530 108,803 Derivative instruments 57 — — 57 Restricted cash 197,939 (197,814 ) (2) — 125 Other non-current assets 16,076 151 (6) 30,811 (18 ) 47,038 Total assets $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 60,323 $ 52,371 (7) $ 3,818 (19 ) $ 116,512 Derivative instruments 5,355 — — 5,355 Current portion of long-term debt, net 891,259 (891,259 ) (8) — — Other accrued liabilities 7,335 (3,760 ) (9) 1,295 (20 ) 4,870 Total current liabilities 964,272 (842,648 ) 5,113 126,737 Non-current liabilities: Derivative instruments 1,710 — — 1,710 Long-term debt — 400,000 (10 ) — 400,000 Other non-current liabilities 170,979 — (16,915 ) (21 ) 154,064 Liabilities subject to compromise 1,000,336 (1,000,336 ) (11 ) — — Equity: Predecessor additional paid-in capital 2,798,714 (2,798,714 ) (12 ) — — Predecessor accumulated deficit (2,280,925 ) 375,159 (13 ) 1,905,766 (22 ) — Successor preferred stock — 335,000 (12 ) — 335,000 Successor common stock — 33 (12 ) — 33 Successor additional paid-in capital — 3,369,959 (12 ) (2,826,465 ) (22 ) 543,494 Total equity 517,789 1,281,437 (920,699 ) 878,527 Total liabilities and equity $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 __________ Reorganization Adjustments: (1) Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity, issuances of the Successor’s common stock and preferred stock, proceeds received from the Berry Rights Offerings and issuance of the Successor’s debt. (2) Changes in cash and cash equivalents included the following: (in thousands) Borrowings under the Emergence Credit Facility $ 400,000 Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings 335,000 Cash receipt from Linn Energy, LLC for ad valorem taxes 23,366 Removal of restriction on cash balance (includes $128 previously recorded as short term) 197,942 Payment to the holders of claims under the Pre-Emergence Credit Facility (including $29 in bank fees and $3,760 in interest) (897,663) Payment of professional fees (992) Payment of Emergence Credit Facility fee that was capitalized (151) Funding of the general unsecured claims Cash Distribution Pool (35,000) Funding of the professional fees escrow account (17,860) Changes in cash and cash equivalents $ 4,642 (3) Collection of overpayment to Linn Energy, LLC for ad valorem taxes. (4) Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims Cash Distribution Pool. (5) Primarily reflects the write-off of the Predecessor’s deferred financing fees. (6) Reflects the capitalization of deferred financing fees related to the Emergence Credit Facility. (7) Net increase in accounts payable and accrued expenses reflects: (in thousands) Recognition of payables for the general unsecured claims Cash Distribution Pool $ 35,000 Recognition of payables for the professional fees escrow account 17,860 Recognition of payable for ad valorem tax liability 7,666 Net change of other professional fees payable (8,161) Other 6 Net increase in accounts payable and accrued expenses $ 52,371 (8) Reflects the repayment of the Pre-Emergence Credit Facility. (9) Reflects the payment of accrued interest on the Pre-Emergence Credit Facility. (10) Reflects borrowings under the Emergence Credit Facility. (11) Settlement of liabilities subject to compromise and the resulting net gains were determined as follows: (in thousands) Accounts payable and accrued expenses $ 151,298 Accrued interest payable 15,238 Debt 833,800 Total liabilities subject to compromise 1,000,336 Funding of the general unsecured claims Cash Distribution Pool (35,000) Common stock to holders of Unsecured Notes and general unsecured creditors (543,562) Gains on settlement of liabilities subject to compromise $ 421,774 (12) Net increase in capital accounts reflects: (in thousands) Common stock to holders of Unsecured Notes and general unsecured creditors $ 543,562 Payment of issuance costs (35) Dividend related to beneficial conversion feature of preferred stock 27,751 Cancellation of the Predecessor’s additional paid-in capital 2,798,714 Par value of common stock (33) Change in additional paid-in capital 3,369,959 Proceeds from issuance of preferred stock 335,000 Par value of common stock 33 Predecessor’s additional paid-in capital (2,798,714) Net increase in capital accounts $ 906,278 See Note 6 for additional information on the issuances and distributions of the Successor’s common and preferred stock. (13) Net decrease in accumulated deficit reflects: (in thousands) Recognition of gains on settlement of liabilities subject to compromise $ 421,774 Recognition of professional fees (13,667) Write-off of deferred financing fees (5,197) Total reorganization items, net 402,910 Dividend related to beneficial conversion feature of preferred stock (27,751 ) Net decrease in accumulated deficit $ 375,159 Fresh-Start Adjustments: (14) Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances. (15) Primarily reflects an increase in the current portion of greenhouse gas allowances. (16) Reflects a decrease of oil and natural gas properties, based on the methodology discussed in Note 2 , and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Proved properties $ 712,400 $ 4,266,843 Unproved properties 531,200 764,655 Total proved and unproved properties 1,243,600 5,031,498 Less accumulated depletion and amortization — (2,814,999 ) Total proved and unproved properties, net $ 1,243,600 $ 2,216,499 (17) Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Natural gas plants and pipelines $ 91,427 $ 109,675 Land 8,262 201 Furniture and office equipment 5,040 3,879 Buildings and leasehold improvements 2,740 5,884 Vehicles 1,156 4,542 Drilling and other equipment 178 198 Total other property and equipment 108,803 124,379 Less accumulated depreciation — (22,107 ) Total other property and equipment, net $ 108,803 $ 102,273 In estimating the fair value of other property and equipment, we used a combination of cost and market approaches. A cost approach was used to value our natural gas plants and pipelines, buildings, and furniture and office equipment based on current replacement costs of the assets less depreciation based on the estimated economic useful lives of the assets and age of the assets. A market approach was used to value our vehicles, drilling and other equipment, and land, using recent transactions of similar assets to determine the fair value from a market participant perspective. (18) Primarily reflects an increase in greenhouse gas allowances of approximately $30 million and a joint venture investment of approximately $1 million . Greenhouse gas allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. Our joint venture investment was valued based on a market approach using a market EBITDA multiple. (19) Reflects increases for greenhouse gas emissions liabilities of approximately $4 million and a change in accounting policy from the entitlements method to the sales method for gas production imbalances of approximately $200,000 , partially offset by a decrease for the current portion of intangibles liabilities of approximately $500,000 . (20) Reflects an increase of the current portion of asset retirement obligations. (21) Primarily reflects a decrease for asset retirement obligations of approximately $30 million and for intangible liabilities of approximately $6 million , partially offset by an increase for greenhouse gas emissions liabilities of approximately $19 million . The fair value of asset retirement obligations was estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk-free interest rate. The intangible liabilities identified on the Effective Date were valued based on a combination of market and incomes approaches and will be amortized over the remaining life of the respective contract. Greenhouse gas emissions liabilities were valued using a market approach based on trading prices for greenhouse gas allowances on February 28, 2017. (22) Reflects the cumulative impact of the fresh-start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Reporting | Principles of Consolidation and Reporting The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We eliminated all significant intercompany transactions and balances upon consolidation. For oil and gas exploration and production joint ventures in which we have a direct working interest, we account for our proportionate share of assets, liabilities, revenue, expense and cash flows within the relevant lines of the financial statements. Reclassification We reclassified certain prior year amounts in the cash flow statements to conform to the current year presentation. These reclassifications had no material impact |
Reclassification | Reclassification We reclassified certain prior year amounts in the cash flow statements to conform to the current year presentation. These reclassifications had no material impact on the financial statements. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP required management of the Company to make informed estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Estimates that are particularly significant to the financial statements include estimates of our reserves of oil and gas, future cash flows from oil and gas properties, depreciation, depletion and amortization, asset retirement obligations, fair values of commodity derivatives and fair values of assets acquired and liabilities assumed. In addition, as part of fresh-start accounting, we made estimates and assumptions related to our reorganization value, liabilities subject to compromise and the fair value of assets and liabilities recorded. |
Cash Equivalents | Cash Equivalents We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. |
Inventories | Inventories Inventories were included in other current assets. Oil and natural gas inventories were valued at the lower of cost or net realizable value. Materials and supplies were valued at their weighted-average cost and are reviewed periodically for obsolescence. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties Proved Properties We account for oil and natural gas properties in accordance with the successful efforts method. Under this method, all acquisition costs of proved properties are capitalized and amortized on a unit-of-production basis over the remaining life of the proved reserves. All development costs of proved properties are capitalized and amortized on a unit-of-production basis over the remaining life of the proved developed reserves. Costs of retired, sold or abandoned properties that constitute a part of an amortization base are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized in the current period. Gains or losses from the disposal of other properties are recognized in the current period. For assets acquired, we base the capitalized cost on fair value at the acquisition date. We expense expenditures for maintenance and repairs necessary to maintain properties in operating condition, as well as annual lease rentals, as they are incurred. Estimated dismantlement and abandonment costs are capitalized, net of salvage, at their estimated net present value and amortized over the remaining lives of the related assets. Interest is capitalized only during the periods in which these assets are brought to their intended use. The amount of capitalized interest in 2019 was approximately $2 million , and in 2018 and 2017 these costs were not significant. The amount of capitalized exploratory well costs was zero for all periods. We only capitalize the interest on borrowed funds related to our share of costs associated with qualifying capital expenditures. We evaluate the impairment of our proved oil and natural gas properties generally on a field by field basis or at the lowest level for which cash flows are identifiable, whenever events or changes in circumstance indicate that the carrying value may not be recoverable. We reduce the carrying values of proved properties to fair value when the expected undiscounted future cash flows are less than net book value. We measure the fair values of proved properties using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant inputs used to determine the fair values of proved properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a risk-adjusted discount rate. These inputs require significant judgments and estimates by our management at the time of the valuation and are the most sensitive estimates we make and the most likely to change. The underlying commodity prices are embedded in our estimated cash flows and are the product of a process that begins with the relevant forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors our management believes will impact realizable prices. The fair value was estimated using inputs characteristic of a Level 3 fair value measurement. Unproved Properties A portion of the carrying value of our oil and gas properties was attributable to unproved properties. At December 31, 2019 and 2018 , the net capitalized costs attributable to unproved properties were approximately $314 million and $388 million , respectively. The unproved amounts were not subject to depreciation, depletion and amortization until they were classified as proved properties and amortized on a unit-of-production basis. We evaluate the impairment of our unproved oil and gas properties whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the exploration and development work were to be unsuccessful, or management decided not to pursue development of these properties as a result of lower commodity prices, higher development and operating costs, contractual conditions or other factors, the capitalized costs of such properties would be expensed. The timing of any write-downs of unproved properties, if warranted, depends upon management’s plans, the nature, timing and extent of future exploration and development activities and their results. We believe our current plans and exploration and development efforts will allow us to realize the carrying value of our unproved property balance at December 31, 2019 . |
Other Property and Equipment | Other Property and Equipment Other property and equipment includes natural gas gathering systems, pipelines, buildings, software, data processing and telecommunications equipment, office furniture and equipment, and other fixed assets. These assets are recorded at cost, depreciated using the straight-line method based on expected useful lives ranging from 5 to 30 years for buildings and leasehold improvements and 2 to 30 years for plant and pipeline, drilling and other equipment, and the salvage value is considered as applicable. |
Asset Retirement Obligation | Asset Retirement Obligation We recognize the fair value of asset retirement obligations (“AROs”) in the period in which a determination is made that a legal obligation exists to dismantle an asset and remediate the property at the end of its useful life and the cost of the obligation can be reasonably estimated. The liability amounts were based on future retirement cost estimates and incorporate many assumptions such as time to abandonment, technological changes, future inflation rates and the risk-adjusted discount rate. When the liability was initially recorded, we capitalized the cost by increasing the related property, plant and equipment (“PP&E”) balances. If the estimated future cost of the AROs changes, we record an adjustment to both the ARO and PP&E. Over time, the liability is increased and the capitalized cost is depreciated over the useful life of the asset. Accretion expense is also recognized over time as the discounted liabilities are accreted to their expected settlement value and is included in depreciation, depletion and amortization in the statement of operations. |
Revenue Recognition | Revenue Recognition Substantially all of the Company’s revenue is from the sale of crude oil, natural gas and NGLs. Revenue Recognition We account for revenue in accordance with the Accounting Standards Codification 606, Revenue from Contracts with Customers, which we adopted on January 1, 2019, using the modified retrospective method, which was applied to all contracts that were not completed as of that date. Prior period results were not adjusted and continue to be reported under the accounting standards in effect for the prior period. The new standard did not affect the timing of our revenue recognition and did not impact net income; accordingly, we did not record an adjustment to the opening balance of retained earnings. We adopted the practical expedient related to disclosing the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied at the end of the reporting period. The performance obligations that are unsatisfied at the end of a reporting period relate solely to future volumes that we have yet to sell. As such, these are wholly unsatisfied performance obligations as each unit of product represents a separate performance obligation as well as a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation. We derive substantially all of our revenue from sales of oil, natural gas and natural gas liquids ("NGL"), with the remaining revenue generated from sales of electricity and marketing activities. The following is a description of our principal activities from which we generate revenue. Revenues are recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Oil, Natural Gas and NGLs We recognize revenue from the sale of our oil, natural gas and NGLs production when delivery has occurred and control passes to the customer. Our oil and natural gas contracts are short term, typically less than a year and our NGL contracts are both short and long term. We consider our performance obligations to be satisfied upon transfer of control of the commodity. Our commodity sales contracts are indexed to a market price or an average index price. We recognize revenue in the amount that we expect to receive once we are able to adequately estimate the consideration (i.e., when market prices are known). Our contracts with customers typically require payment within 30 days following invoicing. Electricity Sales The electrical output of our cogeneration facilities that is not used in our operations is sold to the California market based on market pricing, which includes capacity payments. The majority of the portion sold from three of our cogeneration facilities is sold under long-term contracts to two California utility companies, based on the market pricing. Revenue is recognized over time when obligations under the terms of a contract with our customer are satisfied; generally, this occurs upon delivery of the electricity. Revenue is measured as the amount of consideration we expect to receive based on average index pricing with payment due the month following delivery. Capacity payments are based on a fixed annual amount per kilowatt hour and monthly rates vary based on seasonality, which is consistent with how we earn the capacity payment. Capacity payments are settled monthly. We consider our performance obligations to be satisfied upon delivery of electricity or as the contracted amount of energy is made available to the customer in the case of capacity payments. We report electricity revenue as electricity sales on our consolidated statements of operations. We recognize revenue in the amount that we have a right to invoice once we are able to adequately estimate the consideration (i.e., when market prices are known). Marketing Revenue Marketing revenue primarily includes our activities associated with transporting and marketing third-party volumes. These sales are made under the same agreements with the same purchaser as our natural gas sales discussed above. We consider our performance obligations to be satisfied upon transfer of control of the commodity. Revenues are presented excluding costs incurred prior to transferring control of these volumes to the customer, or the costs to purchase these volumes when we are acting as the principal. The revenues and expenses related to the sale and purchase of third-party volumes are presented separately as marketing revenue and marketing expenses on the condensed consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements We have categorized our assets and liabilities that are measured at fair value in a three-level fair value hierarchy, based on the inputs to the valuation techniques: Level 1—using quoted prices in active markets for the assets or liabilities; Level 2—using observable inputs other than quoted prices for the assets or liabilities; and Level 3—using unobservable inputs. Transfers between levels, if any, are recognized at the end of each reporting period. We primarily apply the market approach for recurring fair value measurement, maximize our use of observable inputs and minimize use of unobservable inputs. We generally use an income approach to measure fair value when observable inputs are unavailable. This approach utilizes management’s judgments regarding expectations of projected cash flows and discounts those cash flows using a risk-adjusted discount rate. The most significant items on our balance sheet that would be affected by recurring fair value measurements are derivatives. We determine the fair value of our oil and natural gas 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 classify these measurements as Level 2. Our PP&E is written down to fair value if we determine that there has been an impairment in its value. The fair value is determined as of the date of the assessment using discounted cash flow models based on management’s expectations for the future. Inputs include estimates of future production, prices based on commodity forward price curves as of the date of the estimate, estimated future operating and development costs and a risk-adjusted discount rate. We classify these measurements as Level 3. |
Stock-based Compensation | Stock-based Compensation We have issued restricted stock units (“RSUs”) that vest over time and performance-based restricted stock units (“PSUs”) that vest based on our achievement of certain average prices per share or total shareholder return, to certain employees and non-employee directors. The fair value of the stock-based awards is determined at the date of grant and is not remeasured. Prior to our IPO in July 2018, we determined the fair value of the RSUs based on an estimate of the fair value of our equity using an income approach. We used a discounted cash flow method to value the estimated future cash flows at an appropriate discount rate. Subsequent to our IPO, since the underlying shares are now trading in the public markets, these estimates are no longer necessary. For PSUs, compensation value is measured on the grant date using payout values derived from a Monte-Carlo valuation model. Estimates used in the Monte Carlo valuation model are considered highly complex and subjective. Compensation expense, net of actual forfeitures, for the RSUs and PSUs is recognized on a straight-line basis over the requisite service periods, which is over the awards’ respective vesting or performance periods which range from one to three years. |
Other Loss Contingencies | Other Loss Contingencies In the normal course of business, we are involved in lawsuits, claims and other environmental and legal proceedings and audits. We accrue reserves for these matters when it is probable that a liability has been incurred and the liability can be reasonably estimated. In addition, we disclose, if material, in aggregate, our exposure to loss in excess of the amount recorded on the balance sheet for these matters if it is reasonably possible that an additional material loss may be incurred. We review our loss contingencies on an ongoing basis. Loss contingencies are based on judgments made by management with respect to the likely outcome of these matters and are adjusted as appropriate. Management’s judgments could change based on new information, changes in, or interpretations of, laws or regulations, changes in management’s plans or intentions, opinions regarding the outcome of legal proceedings, or other factors. |
Electricity Cost Allocation | Electricity Cost Allocation We own five cogeneration facilities. Our investment in cogeneration facilities has been for the express purpose of lowering steam costs in our heavy oil operations in California and securing operating control of the respective steam generation. Cogeneration, also called combined heat and power, extracts energy from the exhaust of a turbine, which would otherwise be wasted, to produce steam. Such cogeneration operations also produce electricity. We allocate steam and electricity costs to lease operating expenses based on the conversion efficiency of the cogeneration facilities plus certain direct costs of producing steam. We also allocate a portion of the electricity production costs related to the power we sell to third parties, which is reported in “electricity generation expenses” in the statement of operations. |
Income Taxes | Income Taxes Prior to the consummation of the Plan, as defined below, the Predecessor was a limited liability company treated as a disregarded entity for federal and state income tax purposes, with the exception of the state of Texas, in which income tax liabilities and/or benefits of the company are passed through to its members. Limited liability companies are subject to Texas margin tax. As such, with the exception of the state of Texas, the Predecessor was not a taxable entity, it did not directly pay federal and state income taxes and recognition was not given to federal and state income taxes for the operations of the company. On the Effective Date, upon consummation of the Plan, the Successor became a C Corporation subject to federal and state income taxes. The impact of changes in tax regulation are reflected when enacted. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases. Deferred tax assets are recognized when it is more likely than not that they will be realized. We periodically assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense (benefit). |
Earnings per Share | Earnings per Share We computed basic and diluted earnings per share (EPS) using the two-class method required for participating securities. Restricted and performance stock awards are considered participating securities when such shares have non-forfeitable dividend rights at the same rate as common stock. Under the two-class method, undistributed earnings allocated to participating securities are subtracted from net income attributable to common stock in determining net income attributable to common stockholders. In loss periods, no allocation is made to participating securities because the participating securities do not share in losses. For basic EPS, the weighted-average number of common shares outstanding excludes outstanding shares related to unvested restricted stock awards. For diluted EPS, the basic shares outstanding are adjusted by adding potentially dilutive securities, unless their effect is anti-dilutive. |
Business and Credit Concentration | Business and Credit Concentrations We maintain our cash in bank deposit accounts which, at times, may exceed federally insured amounts. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on our cash. We also sell oil, natural gas and NGLs to various types of customers, including pipelines, refineries and other oil and natural gas companies and electricity to utility companies. Based on the current demand for oil, natural gas and NGLs and the availability of other purchasers, we believe that the loss of any one of our major purchasers would not have a material adverse effect on our financial condition, results of operations or net cash provided by operating activities. |
Bankruptcy Accounting | Bankruptcy Accounting The consolidated financial statements have been prepared as if the Company will continue as a going concern and reflect the application of GAAP. GAAP requires that the financial statements, for periods subsequent to filing of the bankruptcy proceedings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that are realized or incurred in connection with the bankruptcy proceedings are recorded in “reorganization items, net” on our consolidated statements of operations. In addition, pre-petition unsecured and under-secured obligations that may be impacted by the bankruptcy reorganization process have been classified as “liabilities subject to compromise” on our balance sheet. These liabilities are reported at the amounts allowed as claims by the Bankruptcy Court, although they may be settled for less. Upon emergence from bankruptcy on February 28, 2017, we adopted fresh-start accounting which resulted in Berry Corp. becoming the financial reporting entity. As a result of the application of fresh-start accounting and the effects of the implementation of the Plan (see Note 14 for definition), the financial statements on or after February 28, 2017 are not comparable to the financial statements prior to that date. See Note 14 for additional information. |
Recently Adopted Accounting Standards and New Accounting Standards Issued, But Not Yet Adopted | Recently Adopted Accounting Standards During 2016, the FASB issued rules clarifying the new revenue recognition standard issued in 2014. The new rules are intended to improve and converge the financial reporting requirements for revenue from contracts with customers. We are an emerging growth company and elected to delay adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 31, 2018. As such, we adopted these rules in the first quarter of 2019 and applied the modified retrospective approach, meaning the cumulative effect of initially applying the standard is recognized in the most current period presented in the financial statements. We have performed an analysis of existing contracts and determined adoption did not have a material impact on our condensed consolidated financial statements. In addition, we have evaluated the changes to relevant business practices, accounting policies and control activities and we did not experience a material change in our revenue accounting as a result of the adoption of these rules. Refer to Note 13 for additional disclosure information. New Accounting Standards Issued, But Not Yet Adopted In February 2016, the FASB issued rules requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months and to include qualitative and quantitative disclosures with respect to the amount, timing, and uncertainty of cash flows arising from leases. As an emerging growth company, we have elected to delay the adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently identifying our lease population in accordance with the new lease standard. We expect the adoption of these rules to increase other assets and other liabilities on our balance sheet and we are currently evaluating the impact on our consolidated results of operations. In December 2019, the FASB issued rules which simplifies the accounting for income taxes. As an emerging growth company, we have elected to delay the adoption of these rules until they are applicable to non-SEC issuers which is for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently evaluating the impact of these rules on our consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Activity in ARO Account | The following table summarizes activity in our ARO account in which approximately $124 million and $89 million were included in long term liabilities as of December 31, 2019 and December 31, 2018 , respectively, with the remaining current portion included in accrued liabilities: Berry Corp. Year Ended December 31, 2019 Year Ended December 31, 2018 (in thousands) Beginning balance $ 95,548 $ 97,422 Liabilities incurred 11,534 4,901 Settlements and payments (22,036 ) (3,555 ) Accretion expense 7,570 6,258 Reduction due to property sales — (4,145 ) Revisions 56,611 (5,333 ) Ending balance $ 149,227 $ 95,548 |
Oil and Natural Gas Propertie_2
Oil and Natural Gas Properties and Other Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Schedule Aggregate Capitalized Costs | Aggregate capitalized costs related to oil, natural gas and NGL production activities with applicable accumulated depletion and amortization are presented below: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Proved properties $ 1,361,814 $ 1,073,959 Unproved properties 313,903 388,034 Total proved and unproved properties 1,675,717 1,461,993 Less accumulated depletion and amortization (209,105 ) (123,217 ) Total proved and unproved properties, net $ 1,466,612 $ 1,338,776 |
Schedule of Other Property and Equipment | Other property and equipment consisted of the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Cogens, natural gas plants and pipelines $ 94,619 $ 86,562 Buildings and leasehold improvements 3,752 3,359 Vehicles and service equipment 9,124 6,753 Furniture and equipment 20,078 14,964 Land 7,544 8,073 Total other property and equipment 135,117 119,710 Less: accumulated depreciation (25,462 ) (15,778 ) Total other property and equipment, net $ 109,655 $ 103,932 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table summarizes our outstanding debt: December 31, 2019 December 31, 2018 Interest Rate Maturity Security (in thousands) RBL Facility $ 1,850 $ — variable rates of 5.5% (2019) and 4.5% (2018), respectively June 29, 2022 Mortgage on 85% of Present Value of proven oil and gas reserves 2026 Notes 400,000 400,000 7.0% February 15, 2026 Unsecured Long-Term Debt - Principal Amount 401,850 400,000 Less: Debt Issuance Costs (7,531 ) (8,214 ) Long-Term Debt, net $ 394,319 $ 391,786 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2019 , we had the following crude oil production and gas purchases hedges. Q1 2020 Q2 2020 Q3 2020 Q4 2020 FY 2021 Fixed Price Oil Swaps (Brent): Hedged volume (MBbls) 1,729 1,456 1,472 1,472 730 Weighted-average price ($/Bbl) $ 63.92 $ 64.30 $ 64.21 $ 64.21 $ 58.50 Fixed Price Oil Swaps (WTI): Hedged volume (MBbls) 91 30 — — — Weighted-average price ($/Bbl) $ 61.75 $ 61.75 $ — $ — $ — Fixed Price Gas Purchase Swaps (Kern, Delivered): Hedged volume (MMBtu) 5,005,000 5,005,000 5,060,000 2,315,000 900,000 Weighted-average price ($/MMBtu) $ 2.89 $ 2.89 $ 2.89 $ 2.79 $ 2.50 Fixed Price Gas Purchase Swaps (SoCal Citygate): Hedged volume (MMBtu) 455,000 455,000 460,000 155,000 — Weighted-average price ($/MMBtu) $ 3.80 $ 3.80 $ 3.80 $ 3.80 $ — |
Schedule of Fair Values (Gross and Net) of Outstanding Derivatives | The following tables present the fair values (gross and net) of our outstanding derivatives as of December 31, 2019 and December 31, 2018 : Berry Corp. (Successor) December 31, 2019 Balance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset on Balance Sheet Net Fair Value Presented on Balance Sheet (in thousands) Assets: Commodity Contracts Current assets $ 17,799 $ (8,633 ) $ 9,166 Commodity Contracts Non-current assets 773 (248 ) 525 Liabilities: Commodity Contracts Current liabilities (13,450 ) 8,633 (4,817 ) Commodity Contracts Non-current liabilities (389 ) 248 (141 ) Total derivatives $ 4,733 $ — $ 4,733 Berry Corp. (Successor) December 31, 2018 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 $ 89,981 $ (1,385 ) $ 88,596 Commodity Contracts Non-current assets 3,289 — 3,289 Liabilities: Commodity Contracts Current liabilities (1,385 ) 1,385 — Total derivatives $ 91,885 $ — $ 91,885 |
Schedule of Gains and Losses of Derivatives Instruments in Statement of Operations | A summary of losses and gains on the derivatives included on the statements of operations is presented below: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) (Losses) gains on oil derivatives $ (37,998 ) $ (4,621 ) $ (66,900 ) $ 12,886 (Losses) gains on natural gas derivatives (6,957 ) 6,357 — — Total (losses) gains on oil and natural gas derivatives $ (44,955 ) $ 1,735 $ (66,900 ) $ 12,886 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Net Minimum Payments for Purchase Obligations and Operating Leases | At December 31, 2019 , future net minimum payments for non-cancelable purchase obligations and operating leases (excluding oil and natural gas and other mineral leases, utilities, taxes and insurance and maintenance expense) were as follows: 2020 2021 2022 2023 2024 Thereafter Total (in thousands) Minimum purchase obligations (1) $ 7,136 $ 2,675 $ 2,590 $ 1,061 $ — $ — $ 13,462 Minimum lease payments $ 1,723 $ 1,731 $ 1,740 $ 1,647 $ 1,420 $ 3,708 $ 11,969 __________ (1) 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. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Restricted Stock Units (RSUs) Activity | The table below summarizes the activity relating RSUs issued under the Restated Incentive Plan during the year ended December 31, 2019 . The RSUs vest ratably over three years. Unrecognized compensation cost associated with the RSUs at December 31, 2019 was approximately $8 million which will be recognized over a weighted-average period of approximately two years . Number of shares Weighted-average Grant Date Fair Value (shares in thousands) Non-vested at December 31, 2018 641 $ 10.82 Granted 767 $ 12.62 Vested (308 ) $ 10.87 Forfeited (86 ) $ 12.19 Non-vested at December 31, 2019 1,014 $ 12.05 |
Performance-Based Restricted Stock Unit (PSUs) Activity | The table below summarizes the activity relating to the PSUs issued under the Revised Incentive Plan during the year ended December 31, 2019 . Unrecognized compensation cost associated with the PSUs at December 31, 2019 is approximately $5 million which will be recognized over a weighted-average period of approximately two years . Number of shares Weighted-average Grant Date Fair Value (shares in thousands) Non-vested at December 31, 2018 282 $ 6.73 Granted 554 $ 12.75 Vested — $ — Forfeited (38 ) $ 9.69 Non-vested at December 31, 2019 798 $ 10.77 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Current taxes: Federal $ — $ (465 ) $ 465 $ — State 227 (446 ) 450 221 Total current taxes 227 (911 ) 915 221 Deferred taxes: Federal (36,756 ) 33,227 1,888 — State (21 ) 10,719 — 9 Total deferred taxes (36,777 ) 43,946 1,888 9 Total current and deferred taxes $ (36,550 ) $ 43,035 $ 2,803 $ 230 |
Schedule of Effective Tax Rate | A reconciliation of the federal statutory tax rate to the effective tax rate is as follows: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % 35.0 % State, net of federal tax benefit 8.9 % 6.3 % 7.2 % — % Effect of permanent differences 0.2 % (0.6 )% (0.4 )% — % Tax credits and federal return to provision (546.4 )% — % — % — % State return to provision (6.6 )% — % — % — % Tax reform—rate change (1) — % — % (14.7 )% — % Income excluded from nontaxable entities — % — % — % (35.0 )% Change in valuation allowance — % (4.1 )% (42.4 )% — % Effective tax rate (522.9 )% 22.6 % (15.3 )% — % __________ (1) For the ten months ended December 31, 2017, includes the tax rate reduction. The impact of the rate change is fully offset in the “Change in valuation allowance” item. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities are as follows: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 14,542 $ 14,310 Accruals 12,218 2,993 Asset retirement obligations 41,382 26,383 Tax credits and federal return to provision 47,803 — Interest limitation carryforward 13,892 7,486 Other 5,154 2,033 Total deferred tax assets 134,991 53,205 Deferred tax liabilities: Book tax differences in property basis (143,896 ) (95,348 ) Derivative instruments (152 ) (3,692 ) Total deferred tax liabilities (144,048 ) (99,040 ) Net deferred tax asset (liability) $ (9,057 ) $ (45,835 ) |
Summary of Unrecognized Tax Benefits | Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Unrecognized tax benefits - January 1 $ — $ — Prior year - increase 6,720 — Current year - increase 7,172 — Unrecognized tax benefits - December 31 $ 13,892 $ — |
Supplemental Disclosures to t_2
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets reported on the balance sheets included the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Prepaid expenses $ 4,577 $ 4,656 Materials and supplies 10,544 5,461 Oil inventories 3,432 3,786 Other 846 464 Other current assets $ 19,399 $ 14,367 |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses on the balance sheets included the following: Berry Corp. (Successor) December 31, 2019 December 31, 2018 (in thousands) Accounts payable-trade $ 25,475 $ 13,564 Accrued expenses 45,589 66,417 Royalties payable 25,385 26,189 Taxes other than income tax liability 9,150 10,766 Accrued interest 10,500 10,500 Dividends payable 9,888 9,992 Asset retirement obligation - current portion 25,208 6,372 Other 616 318 Total accounts payable and accrued expenses $ 151,811 $ 144,118 |
Supplemental Cash Flow Information | Supplemental disclosures to the statements of cash flows are presented below: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Supplemental Disclosures of Significant Non-Cash Investing Activities: Material inventory transfers to oil and natural gas properties $ 10,056 $ 2,371 $ — $ — Supplemental Disclosures of Cash Payments (Receipts): Interest, net of amounts capitalized $ 30,720 $ 19,761 $ 14,276 $ 8,057 Income taxes $ (2 ) $ (1,901 ) $ 1,994 $ — Reorganization items, net $ — $ 832 $ 1,732 $ 11,838 The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported in the consolidated statements of cash flows to the line items within the consolidated balance sheets: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Beginning of Period Cash and cash equivalents $ 68,680 $ 33,905 $ 32,049 $ 30,483 Restricted cash — 34,833 52,860 197,793 Restricted cash in other noncurrent assets — — 125 128 Cash, cash equivalents and restricted cash $ 68,680 $ 68,738 $ 85,034 $ 228,404 Ending of Period Cash and cash equivalents $ — $ 68,680 $ 33,905 $ 32,049 Restricted cash — — 34,833 52,860 Restricted cash in other noncurrent assets — — — 125 Cash, cash equivalents and restricted cash $ — $ 68,680 $ 68,738 $ 85,034 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands except per share amounts) Basic EPS calculation Net income (loss) $ 43,539 $ 147,102 $ (21,068 ) n/a less: Series A Preferred Stock dividends and conversion to common stock — (97,942 ) (18,248 ) n/a Net income (loss) attributable to common stockholders $ 43,539 $ 49,160 $ (39,316 ) n/a Weighted-average shares of common stock outstanding (1) 81,379 57,743 38,644 n/a Basic earnings (loss) per share (2) $ 0.54 $ 0.85 $ (1.02 ) n/a Diluted EPS calculation Net income (loss) $ 43,539 $ 147,102 $ (21,068 ) n/a less: Series A Preferred Stock dividends and conversion to common stock — (97,942 ) (18,248 ) n/a Net income (loss) attributable to common stockholders $ 43,539 $ 49,160 $ (39,316 ) n/a Weighted-average shares of common stock outstanding (1) 81,379 57,743 38,644 n/a Dilutive effect of potentially dilutive securities (3) 572 189 — n/a Weighted-average common shares outstanding - diluted 81,951 57,932 38,644 n/a Diluted earnings (loss) per share (2) $ 0.53 $ 0.85 $ (1.02 ) n/a __________ (1) For the year ended December 31, 2018, we retrospectively adjusted the weighted average shares in our earnings per share calculations for the 2,770,000 shares issued instead of 7,080,000 shares that had been reserved for the year ended December 31, 2018 and the ten months ended December 31, 2017. (2) Per share amounts are stated net of tax. (3) No potentially dilutive securities were included in computing earnings (loss) per share for the ten months ended December 31, 2017 because the effect of inclusion would have been anti-dilutive. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | As a result of adoption of this standard, we are now required to disclose the following information regarding revenue from contracts with customers on a disaggregated basis. Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Oil sales $ 543,634 $ 520,979 $ 303,589 $ 54,110 Natural gas sales 19,391 26,244 40,887 14,476 Natural gas liquids sales 2,571 5,651 13,452 5,534 Electricity sales 29,397 35,208 21,972 3,655 Marketing revenues 2,094 2,322 2,694 633 Other revenues 316 774 3,975 1,424 Revenues from contracts with customers 597,403 591,178 386,569 79,832 (Losses) gains on oil derivatives (37,998 ) (4,621 ) (66,900 ) 12,886 Total revenues and other $ 559,405 $ 586,557 $ 319,669 $ 92,718 |
Emergence from Voluntary Reor_2
Emergence from Voluntary Reorganization under Chapter 11 (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Schedule of Reorganization Items | The following table summarizes the components of reorganization items included in the consolidated statements of operations: Berry Corp. Berry LLC (Predecessor) Year Ended December 31, 2019 Year Ended December 31, 2018 Ten Months Ended December 31, 2017 Two Months Ended February 28, 2017 (in thousands) Return of undistributed funds from cash distribution pool (1) $ — $ 22,855 $ — $ — Gains on resolution of pre-emergence liabilities and claims — 3,713 — — Legal and other professional advisory fees (426 ) (3,083 ) (1,027 ) (19,481 ) Gains on settlement of liabilities subject to compromise — — — 421,774 Fresh-start valuation adjustments — — — (920,699 ) Other — 1,205 (705 ) 10,686 Reorganization items, net $ (426 ) $ 24,690 $ (1,732 ) $ (507,720 ) __________ (1) This amount was reclassed from restricted cash to general cash, thus does not represent a cash transaction. |
Fresh-Start Accounting (Tables)
Fresh-Start Accounting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Schedule of Post-Petition Liabilities and Allowed Claims | The reorganization value of our assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims, as shown below: (in thousands) Liabilities subject to compromise $ 1,000,336 Pre-petition debt not classified as subject to compromise 891,259 Post-petition liabilities 245,702 Total post-petition liabilities and allowed claims 2,137,297 Reorganization value of assets immediately prior to implementation of the Plan (1,722,585 ) Excess post-petition liabilities and allowed claims $ 414,712 |
Reconciliation of Enterprise Value to Estimated Reorganization Value | The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: (in thousands) Enterprise value $ 1,278,527 Plus: Fair value of non-debt liabilities 282,511 Reorganization value of the Successor’s assets $ 1,561,038 |
Summary of Adjustments in Fresh-Start Consolidated Balance Sheet | The adjustments included in the following fresh-start consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and executed on the Effective Date (reflected in the column “Reorganization Adjustments”) as well as fair value and other required accounting adjustments resulting from the adoption of fresh-start accounting (reflected in the column “Fresh-Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, methods used to determine the fair values and significant assumptions. As of February 28, 2017 Berry LLC (Predecessor) Reorganization Adjustments (1) Fresh-Start Adjustments Berry Corp. (Successor) (in thousands) ASSETS Current assets: Cash and cash equivalents $ 27,407 $ 4,642 (2) $ — $ 32,049 Accounts receivable 76,027 (15,700 ) (3) (816 ) (14 ) 59,511 Derivative instruments 243 — — 243 Restricted cash 128 52,732 (4) — 52,860 Other current assets 18,437 (5,558 ) (5) 3,873 (15 ) 16,752 Total current assets 122,242 36,116 3,057 161,415 Non-current assets: Oil and natural gas properties 5,031,498 — (3,787,898 ) (16 ) 1,243,600 Less accumulated depletion and amortization (2,814,999 ) — 2,814,999 (16 ) — Total oil and natural gas properties, net 2,216,499 — (972,899 ) 1,243,600 Other property and equipment 124,379 — (15,576 ) (17 ) 108,803 Less accumulated depreciation (22,107 ) — 22,107 (17 ) — Total other property and equipment, net 102,273 — 6,530 108,803 Derivative instruments 57 — — 57 Restricted cash 197,939 (197,814 ) (2) — 125 Other non-current assets 16,076 151 (6) 30,811 (18 ) 47,038 Total assets $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 60,323 $ 52,371 (7) $ 3,818 (19 ) $ 116,512 Derivative instruments 5,355 — — 5,355 Current portion of long-term debt, net 891,259 (891,259 ) (8) — — Other accrued liabilities 7,335 (3,760 ) (9) 1,295 (20 ) 4,870 Total current liabilities 964,272 (842,648 ) 5,113 126,737 Non-current liabilities: Derivative instruments 1,710 — — 1,710 Long-term debt — 400,000 (10 ) — 400,000 Other non-current liabilities 170,979 — (16,915 ) (21 ) 154,064 Liabilities subject to compromise 1,000,336 (1,000,336 ) (11 ) — — Equity: Predecessor additional paid-in capital 2,798,714 (2,798,714 ) (12 ) — — Predecessor accumulated deficit (2,280,925 ) 375,159 (13 ) 1,905,766 (22 ) — Successor preferred stock — 335,000 (12 ) — 335,000 Successor common stock — 33 (12 ) — 33 Successor additional paid-in capital — 3,369,959 (12 ) (2,826,465 ) (22 ) 543,494 Total equity 517,789 1,281,437 (920,699 ) 878,527 Total liabilities and equity $ 2,655,086 $ (161,547 ) $ (932,501 ) $ 1,561,038 __________ Reorganization Adjustments: (1) Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity, issuances of the Successor’s common stock and preferred stock, proceeds received from the Berry Rights Offerings and issuance of the Successor’s debt. (2) Changes in cash and cash equivalents included the following: (in thousands) Borrowings under the Emergence Credit Facility $ 400,000 Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings 335,000 Cash receipt from Linn Energy, LLC for ad valorem taxes 23,366 Removal of restriction on cash balance (includes $128 previously recorded as short term) 197,942 Payment to the holders of claims under the Pre-Emergence Credit Facility (including $29 in bank fees and $3,760 in interest) (897,663) Payment of professional fees (992) Payment of Emergence Credit Facility fee that was capitalized (151) Funding of the general unsecured claims Cash Distribution Pool (35,000) Funding of the professional fees escrow account (17,860) Changes in cash and cash equivalents $ 4,642 (3) Collection of overpayment to Linn Energy, LLC for ad valorem taxes. (4) Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims Cash Distribution Pool. (5) Primarily reflects the write-off of the Predecessor’s deferred financing fees. (6) Reflects the capitalization of deferred financing fees related to the Emergence Credit Facility. (7) Net increase in accounts payable and accrued expenses reflects: (in thousands) Recognition of payables for the general unsecured claims Cash Distribution Pool $ 35,000 Recognition of payables for the professional fees escrow account 17,860 Recognition of payable for ad valorem tax liability 7,666 Net change of other professional fees payable (8,161) Other 6 Net increase in accounts payable and accrued expenses $ 52,371 (8) Reflects the repayment of the Pre-Emergence Credit Facility. (9) Reflects the payment of accrued interest on the Pre-Emergence Credit Facility. (10) Reflects borrowings under the Emergence Credit Facility. (11) Settlement of liabilities subject to compromise and the resulting net gains were determined as follows: (in thousands) Accounts payable and accrued expenses $ 151,298 Accrued interest payable 15,238 Debt 833,800 Total liabilities subject to compromise 1,000,336 Funding of the general unsecured claims Cash Distribution Pool (35,000) Common stock to holders of Unsecured Notes and general unsecured creditors (543,562) Gains on settlement of liabilities subject to compromise $ 421,774 (12) Net increase in capital accounts reflects: (in thousands) Common stock to holders of Unsecured Notes and general unsecured creditors $ 543,562 Payment of issuance costs (35) Dividend related to beneficial conversion feature of preferred stock 27,751 Cancellation of the Predecessor’s additional paid-in capital 2,798,714 Par value of common stock (33) Change in additional paid-in capital 3,369,959 Proceeds from issuance of preferred stock 335,000 Par value of common stock 33 Predecessor’s additional paid-in capital (2,798,714) Net increase in capital accounts $ 906,278 See Note 6 for additional information on the issuances and distributions of the Successor’s common and preferred stock. (13) Net decrease in accumulated deficit reflects: (in thousands) Recognition of gains on settlement of liabilities subject to compromise $ 421,774 Recognition of professional fees (13,667) Write-off of deferred financing fees (5,197) Total reorganization items, net 402,910 Dividend related to beneficial conversion feature of preferred stock (27,751 ) Net decrease in accumulated deficit $ 375,159 Fresh-Start Adjustments: (14) Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances. (15) Primarily reflects an increase in the current portion of greenhouse gas allowances. (16) Reflects a decrease of oil and natural gas properties, based on the methodology discussed in Note 2 , and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Proved properties $ 712,400 $ 4,266,843 Unproved properties 531,200 764,655 Total proved and unproved properties 1,243,600 5,031,498 Less accumulated depletion and amortization — (2,814,999 ) Total proved and unproved properties, net $ 1,243,600 $ 2,216,499 (17) Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date: Berry Corp. (Successor) Berry LLC (Predecessor) Fair Value Historical Book Value (in thousands) Natural gas plants and pipelines $ 91,427 $ 109,675 Land 8,262 201 Furniture and office equipment 5,040 3,879 Buildings and leasehold improvements 2,740 5,884 Vehicles 1,156 4,542 Drilling and other equipment 178 198 Total other property and equipment 108,803 124,379 Less accumulated depreciation — (22,107 ) Total other property and equipment, net $ 108,803 $ 102,273 In estimating the fair value of other property and equipment, we used a combination of cost and market approaches. A cost approach was used to value our natural gas plants and pipelines, buildings, and furniture and office equipment based on current replacement costs of the assets less depreciation based on the estimated economic useful lives of the assets and age of the assets. A market approach was used to value our vehicles, drilling and other equipment, and land, using recent transactions of similar assets to determine the fair value from a market participant perspective. (18) Primarily reflects an increase in greenhouse gas allowances of approximately $30 million and a joint venture investment of approximately $1 million . Greenhouse gas allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. Our joint venture investment was valued based on a market approach using a market EBITDA multiple. (19) Reflects increases for greenhouse gas emissions liabilities of approximately $4 million and a change in accounting policy from the entitlements method to the sales method for gas production imbalances of approximately $200,000 , partially offset by a decrease for the current portion of intangibles liabilities of approximately $500,000 . (20) Reflects an increase of the current portion of asset retirement obligations. (21) Primarily reflects a decrease for asset retirement obligations of approximately $30 million and for intangible liabilities of approximately $6 million , partially offset by an increase for greenhouse gas emissions liabilities of approximately $19 million . The fair value of asset retirement obligations was estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk-free interest rate. The intangible liabilities identified on the Effective Date were valued based on a combination of market and incomes approaches and will be amortized over the remaining life of the respective contract. Greenhouse gas emissions liabilities were valued using a market approach based on trading prices for greenhouse gas allowances on February 28, 2017. (22) Reflects the cumulative impact of the fresh-start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit. |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Feb. 28, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Public Utilities, General Disclosures [Line Items] | |||||
Capitalized interest | $ 2,000,000 | ||||
Capitalized exploratory well costs | $ 0 | 0 | $ 0 | $ 0 | |
Net capitalized costs attributable to unproved properties | $ 531,200,000 | 313,903,000 | 388,034,000 | ||
Net capitalized costs attributable to unproved properties | 388,000,000 | ||||
Impairment of oil and gas properties | $ 0 | $ 0 | 51,081,000 | 0 | |
Asset retirement obligation, noncurrent, increase in timing and cost estimates | 57,000,000 | ||||
Asset retirement obligation, noncurrent, increase due to new wells | 11,534,000 | 4,901,000 | |||
Asset retirement obligation, noncurrent, increase due to accretion expense | 7,570,000 | 6,258,000 | |||
Asset retirement obligation, liabilities settled | (22,036,000) | $ (3,555,000) | |||
Asset retirement obligation, current, increase in timing and cost estimates | $ 19,000,000 | ||||
Number of cogeneration facilities | facility | 5 | ||||
Largest customers | Sales | Customer one | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 34.00% | 36.00% | 35.00% | 36.00% | |
Largest customers | Sales | Customer two | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 29.00% | 24.00% | 28.00% | 29.00% | |
Largest customers | Sales | Customer three | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 13.00% | 13.00% | 13.00% | ||
Largest customers | Trade accounts receivable | Customer one | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 40.00% | 26.00% | |||
Largest customers | Trade accounts receivable | Customer two | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 17.00% | 22.00% | |||
Largest customers | Trade accounts receivable | Customer three | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Concentration risk | 11.00% | 10.00% | |||
Buildings and leasehold improvements | Minimum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Expected useful life | 5 years | ||||
Buildings and leasehold improvements | Maximum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Expected useful life | 30 years | ||||
Plant and pipeline, drilling and other equipment | Minimum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Expected useful life | 2 years | ||||
Plant and pipeline, drilling and other equipment | Maximum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Expected useful life | 30 years | ||||
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs) | Minimum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs) | Maximum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Vesting period | 3 years | ||||
Restricted Stock Units (RSUs) | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Vesting period | 3 years | ||||
Performance-based Restricted Stock Units (PSUs) | Minimum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Vesting period | 2 years | ||||
Performance-based Restricted Stock Units (PSUs) | Maximum | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Vesting period | 3 years | ||||
Proved Oil and Gas Properties | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Impairment of oil and gas properties | $ 23,000,000 | ||||
Unproved Oil and Gas Properties | |||||
Public Utilities, General Disclosures [Line Items] | |||||
Impairment of oil and gas properties | $ 28,000,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Asset retirement obligation, noncurrent | $ 124,019 | $ 89,176 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | 95,548 | 97,422 |
Liabilities incurred | 11,534 | 4,901 |
Settlements and payments | (22,036) | (3,555) |
Accretion expense | 7,570 | 6,258 |
Reduction due to property sales | 0 | (4,145) |
Revisions | 56,611 | (5,333) |
Ending balance | $ 149,227 | $ 95,548 |
Oil and Natural Gas Propertie_3
Oil and Natural Gas Properties and Other Property and Equipment - Summary of Aggregate Capitalized Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Extractive Industries [Abstract] | |||
Proved properties | $ 1,361,814 | $ 1,073,959 | $ 712,400 |
Unproved properties | 313,903 | 388,034 | 531,200 |
Oil and natural gas properties | 1,675,717 | 1,461,993 | 1,243,600 |
Less accumulated depletion and amortization | (209,105) | (123,217) | 0 |
Total oil and natural gas properties, net | $ 1,466,612 | $ 1,338,776 | $ 1,243,600 |
Oil and Natural Gas Propertie_4
Oil and Natural Gas Properties and Other Property and Equipment - Schedule of Other Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | $ 135,117 | $ 119,710 | $ 108,803 |
Less accumulated depreciation | (25,462) | (15,778) | 0 |
Total other property and equipment, net | 109,655 | 103,932 | $ 108,803 |
Natural gas plants and pipelines | |||
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | 94,619 | 86,562 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | 3,752 | 3,359 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | 9,124 | 6,753 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | 20,078 | 14,964 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Other property and equipment | $ 7,544 | $ 8,073 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-Term Debt - Principal Amount | $ 401,850 | $ 400,000 |
Less: Debt Issuance Costs | (7,531) | (8,214) |
Long-Term Debt, net | $ 394,319 | 391,786 |
Line of credit | RBL Facility | ||
Debt Instrument [Line Items] | ||
Present value of proven oil and gas reserves | 85.00% | |
Long-Term Debt - Principal Amount | $ 1,850 | $ 0 |
Medium-term notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.00% | |
Long-Term Debt - Principal Amount | $ 400,000 | $ 400,000 |
Line of credit | RBL Facility | ||
Debt Instrument [Line Items] | ||
Variable rate | 5.50% | 4.50% |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 31, 2017USD ($) | Feb. 28, 2018USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 27, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Debt issuance costs for the 2026 Senior Unsecured Notes | $ 7,531,000 | $ 8,214,000 | |||||
Amortization of debt issuance costs | $ 416,000 | $ 1,988,000 | 5,059,000 | 5,430,000 | |||
Maximum pro forma leverage ratio allowable which will permit repurchase of equity and indebtedness | 2.75 | ||||||
Mortgage held on present value of proven oil and gas reserves | 85.00% | ||||||
Net proceeds from issuance of debt | 0 | 0 | $ 0 | 400,000,000 | |||
Minimum availability of borrowing base required which will permit distributions to parent company | 10.00% | ||||||
RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs for the RBL Facility | $ 11,000,000 | 16,000,000 | |||||
Medium-term notes | 2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of debt | 376,000,000 | $ 368,000,000 | |||||
Interest rate | 7.00% | ||||||
Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings outstanding | 2,000,000 | ||||||
Unsecured debt | 2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of debt issued | $ 400,000,000 | ||||||
Interest rate | 7.00% | ||||||
Net proceeds from issuance of debt | $ 391,000,000 | ||||||
Aggregate principal amount able to be redeemed | 35.00% | ||||||
Redemption price in event of change in control | 101.00% | ||||||
Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||
Borrowing base | 500,000,000 | ||||||
Initial borrowing commitment | 400,000,000 | ||||||
Letters of credit outstanding | 7,000,000 | ||||||
Available borrowing capacity | $ 391,000,000 | ||||||
Commitment fee | 0.50% | ||||||
Leverage ratio (no more than) | 4 | ||||||
Current ratio (at least) | 1 | ||||||
Leverage ratio at period end | 1.38 | ||||||
Current ratio at period end | 3.18 | ||||||
Reduction in borrowing base if unsecured indebtedness is incurred | 25.00% | ||||||
Minimum availability of borrowing base required which will permit repurchase of equity and indebtedness | 15.00% | ||||||
Maximum pro forma leverage ratio allowable which will permit distributions to parent company | 3 | ||||||
Letters of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
LIBOR | Minimum | Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 2.50% | ||||||
LIBOR | Maximum | Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 3.50% | ||||||
Customary base rate | Minimum | Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 1.50% | ||||||
Customary base rate | Maximum | Line of credit | RBL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin | 2.50% | ||||||
On or after February 15, 2021 | Unsecured debt | 2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price | 107.00% | ||||||
Prior to February 15, 2021 | Unsecured debt | 2026 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price | 100.00% | ||||||
Interest expense | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 0 | $ 2,000,000 | $ 5,000,000 | $ 5,000,000 | |||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Bond repurchase program, authorized amount | $ 75,000,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
May 31, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Target period to cover operating expenses and fixed charges (up to) | 2 years | ||||
Target period for fixing the price natural gas purchases used in steam operations (up to) | 2 years | ||||
Purchased put options premium | $ 17,000 | ||||
Deferred premiums, remaining | 55 | ||||
Derivative termination costs | $ 127,000 | ||||
Cash settlements received on derivatives | $ 3,000 | $ 500 | 42,000 | ||
Cash settlements paid on normal derivatives | $ (534) | $ (3,068) | $ (42,197) | $ 38,482 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivative Instruments (Details) - Scenario, Forecast MMBTU in Thousands, MBbls in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020MMBTU$ / bbl$ / MMBtuMBbls | Sep. 30, 2020MMBTU$ / bbl$ / MMBtuMBbls | Jun. 30, 2020MMBTU$ / bbl$ / MMBtuMBbls | Mar. 31, 2020MMBTU$ / bbl$ / MMBtuMBbls | Dec. 31, 2021MMBTU$ / bbl$ / MMBtuMBbls | |
Fixed Price Oil Swaps (Brent) | |||||
Derivative [Line Items] | |||||
Hedged volume (MBbls) | MBbls | 1,472 | 1,472 | 1,456 | 1,729 | 730 |
Weighted-average price ($/Bbl) | $ / bbl | 64.21 | 64.21 | 64.30 | 63.92 | 58.50 |
Fixed Price Oil Swaps (WTI) | |||||
Derivative [Line Items] | |||||
Hedged volume (MBbls) | MBbls | 0 | 0 | 30 | 91 | 0 |
Weighted-average price ($/Bbl) | $ / bbl | 0 | 0 | 61.75 | 61.75 | 0 |
Fixed Price Gas Purchase Swaps (Kern, Delivered) | |||||
Derivative [Line Items] | |||||
Hedged volume (MMBtu) | MMBTU | 2,315 | 5,060 | 5,005 | 5,005 | 900 |
Weighted-average price ($/MMBtu) | $ / MMBtu | 2.79 | 2.89 | 2.89 | 2.89 | 2.50 |
Fixed Price Gas Purchase Swaps (SoCal Citygate) | |||||
Derivative [Line Items] | |||||
Hedged volume (MMBtu) | MMBTU | 155 | 460 | 455 | 455 | 0 |
Weighted-average price ($/MMBtu) | $ / MMBtu | 3.80 | 3.80 | 3.80 | 3.80 | 0 |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Values (Gross and Net) of Outstanding Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives | $ 4,733 | $ 91,885 |
Commodity Contracts | Current assets | ||
Derivatives, Fair Value [Line Items] | ||
Gross Amounts Recognized at Fair Value | 17,799 | 89,981 |
Gross Amounts Offset on Balance Sheet | (8,633) | (1,385) |
Net Fair Value Presented on Balance Sheet | 9,166 | 88,596 |
Commodity Contracts | Non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Gross Amounts Recognized at Fair Value | 773 | 3,289 |
Gross Amounts Offset on Balance Sheet | (248) | 0 |
Net Fair Value Presented on Balance Sheet | 525 | 3,289 |
Commodity Contracts | Current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross Amounts Recognized at Fair Value | (13,450) | (1,385) |
Gross Amounts Offset in the Balance Sheet | 8,633 | 1,385 |
Net Fair Value Presented in the Balance Sheet | (4,817) | $ 0 |
Commodity Contracts | Non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Gross Amounts Recognized at Fair Value | (389) | |
Gross Amounts Offset in the Balance Sheet | 248 | |
Net Fair Value Presented in the Balance Sheet | $ (141) |
Derivatives - Schedule of Gains
Derivatives - Schedule of Gains and Losses of Derivatives Instruments in Statement of Operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||||
Total (losses) gains on oil and natural gas derivatives | $ 12,886 | $ (66,900) | $ (44,955) | $ 1,735 |
Oil derivatives | ||||
Derivative [Line Items] | ||||
(Losses) gains on derivatives | 12,886 | (66,900) | (37,998) | (4,621) |
Natural gas derivatives | ||||
Derivative [Line Items] | ||||
(Losses) gains on derivatives | 0 | 0 | (6,957) | 6,357 |
Oil and natural gas derivatives | ||||
Derivative [Line Items] | ||||
Total (losses) gains on oil and natural gas derivatives | $ 12,886 | $ (66,900) | $ (44,955) | $ 1,735 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments under contracts | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Net Minimum Payments for Purchase Obligations and Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Minimum purchase obligations(1) | |
2019 | $ 7,136 |
2020 | 2,675 |
2021 | 2,590 |
2022 | 1,061 |
2023 | 0 |
Thereafter | 0 |
Total | 13,462 |
Minimum lease payments | |
2019 | 1,723 |
2020 | 1,731 |
2021 | 1,740 |
2022 | 1,647 |
2023 | 1,420 |
Thereafter | 3,708 |
Total minimum lease payments | $ 11,969 |
Equity - Additional Information
Equity - Additional Information (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2020 | Feb. 28, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized (in shares) | 250,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||
Common stock, dividends declared (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.48 | $ 0.21 | |||
Dividends paid on common stock | $ 0 | $ 0 | $ 39,157 | $ 7,365 | |||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, dividends declared (in dollars per share) | $ 0.12 |
Equity - Common Stock (Narrativ
Equity - Common Stock (Narrative) (Details) $ in Millions | Feb. 28, 2017voteshares | Feb. 28, 2019USD ($) | Mar. 31, 2019shares |
Class of Stock [Line Items] | |||
Common stock contemplated by the Plan (in shares) | 40,000,000 | ||
Common stock reserved to settle claims of unsecured creditors (in shares) | 7,080,000 | ||
Shares issued to settle claims (in shares) | 2,770,000 | ||
Payments for repurchase of common stock, subject to claims | $ | $ 20 | ||
Number of voting rights per share | vote | 1 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of shares (in shares) | 32,920,000 |
Equity - Preferred Stock (Narra
Equity - Preferred Stock (Narrative) (Details) - USD ($) | Jul. 26, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Issuance of shares | $ 133,805,000 | ||||||
Preferred shares outstanding (in shares) | 0 | 0 | |||||
Preferred stock, dividend rate | 6.00% | ||||||
Preferred stock, cash dividend | $ 11,300,000 | $ 0 | |||||
Preferred stock, cumulative dividends | $ 18,000,000 | ||||||
Preferred stock, cumulative dividends (in dollars per share) | $ 0.51 | ||||||
Cumulative preferred in-kind dividend per share (in dollars per share) | $ 0.050907 | ||||||
Preferred share dividend (in shares) | 1,825,000 | ||||||
Preferred stock, dividends declared (in dollars per share) | $ 0.308 | ||||||
Conversion of Series A preferred stock into common stock | $ 0 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares (in shares) | 35,845,001 | ||||||
Issuance of shares | $ 335,000,000 | ||||||
Conversion of Series A preferred stock into common stock | (335,000,000) | ||||||
Additional Paid-in Capital | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares | 133,795,000 | ||||||
Conversion of Series A preferred stock into common stock | $ 27,000,000 | $ 334,960,000 | |||||
Conversion of Series A to Common Shares | |||||||
Class of Stock [Line Items] | |||||||
Number of shares converted (in shares) | 37,700,000 | 37,700,000 | |||||
Common shares issued on conversion (in shares) | 39,600,000 | 39,600,000 |
Equity - Initial Public Offerin
Equity - Initial Public Offering of Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2018 | Jul. 17, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds from IPO | $ 0 | $ 0 | $ 0 | $ 133,805 | ||||
Preferred dividend paid (in dollars per share) | $ 0.15 | |||||||
Conversion of Series A to Common Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares converted (in shares) | 37,700,000 | 37,700,000 | ||||||
Common shares issued on conversion (in shares) | 39,600,000 | 39,600,000 | ||||||
Right to receive cash payment per share (in dollars per share) | $ 1.75 | |||||||
Right to receive cash payment less paid dividends per share (in dollars per share) | $ 1.60 | |||||||
Cash payment for conversion of preferred shares | $ 60,000 | |||||||
Common Stock | Conversion of Series A to Common Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares converted per each share of preferred stock (in shares) | 1.05 | |||||||
Series A Preferred Stock Conversion and Common Stock Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds from IPO | $ 110,000 | |||||||
Increase in common stock outstanding (in shares) | 8,695,653 | 8,695,653 | ||||||
Sale of stock, price per share (in dollars per share) | $ 14 | |||||||
Cash payment for conversion of preferred shares | $ 60,000 | |||||||
Sale of stock, consideration received | $ 27,000 | $ 27,000 | ||||||
Reduction in income available to common stockholders | $ 87,000 | |||||||
Over-allotment option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, price per share (in dollars per share) | $ 14 | |||||||
Sale of stock, underwriter option to purchase additional shares (in shares) | 1,900,000 | 1,900,000 |
Equity - Shares Outstanding (Na
Equity - Shares Outstanding (Narrative) (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common stock, shares outstanding (in shares) | 79,542,976 | 81,202,437 |
2017 Omnibus Incentive Plan | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding (in shares) | 79,542,976 | |
Unvested restricted stock units and performance restricted stock units outstanding (in shares) | 2,348,334 |
Equity - Stock Repurchase Progr
Equity - Stock Repurchase Program (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity, Class of Treasury Stock [Line Items] | |||
Number of shares repurchased (in shares) | 4,609,021 | 5,057,682 | |
Average price of shares repurchased (in dollars per share) | $ 9.99 | $ 9.88 | |
Stock Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Authorized amount of repurchases | $ 100,000,000 | ||
Stock Repurchase Program | Subsequent Event | |||
Equity, Class of Treasury Stock [Line Items] | |||
Authorized amount of repurchases | $ 100,000,000 | ||
Authorized current repurchases | $ 50,000,000 | ||
Stock Repurchase Program, Current Repurchases Authorized | |||
Equity, Class of Treasury Stock [Line Items] | |||
Authorized amount of repurchases | $ 50,000,000 |
Equity - Stock-Based Compensati
Equity - Stock-Based Compensation (Narrative) (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 27, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 7,080,000 | ||||
Allocated share-based compensation expense | $ 0 | $ 2,000,000 | $ 9,000,000 | $ 7,000,000 | |
Tax benefit from compensation expense | $ 0 | $ 1,500,000 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Unrecognized compensation costs | $ 8,000,000 | ||||
Unrecognized compensation cost, weighted average period of recognition | 2 years | ||||
Performance-based Restricted Stock Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 5,000,000 | ||||
Unrecognized compensation cost, weighted average period of recognition | 2 years | ||||
Restated Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 10,000,000 | ||||
Number of shares available for grant (in shares) | 6,954,454 | ||||
Minimum | Performance-based Restricted Stock Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Vesting rights percentage | 0.00% | ||||
Maximum | Performance-based Restricted Stock Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting rights percentage | 200.00% |
Equity - RSUs and PRUs Activity
Equity - RSUs and PRUs Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock Units (RSUs) | ||
Number of shares | ||
Outstanding, beginning of period (in shares) | 641 | |
Granted (in shares) | 767 | |
Vested (in shares) | (308) | |
Forfeited (in shares) | (86) | |
Outstanding, end of period (in shares) | 1,014 | 641 |
Weighted-average Grant Date Fair Value | ||
Outstanding, beginning of period (in dollars per share) | $ 10.82 | |
Granted (in dollars per share) | 12.62 | |
Vested (in dollars per share) | 10.87 | |
Forfeited (in dollars per share) | 12.19 | |
Outstanding, end of period (in dollars per share) | $ 12.05 | $ 10.82 |
Performance-based Restricted Stock Units (PSUs) | ||
Number of shares | ||
Outstanding, beginning of period (in shares) | 282 | |
Granted (in shares) | 554 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (38) | |
Outstanding, end of period (in shares) | 798 | 282 |
Weighted-average Grant Date Fair Value | ||
Outstanding, beginning of period (in dollars per share) | $ 6.73 | |
Granted (in dollars per share) | $ 12.75 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 9.69 | |
Outstanding, end of period (in dollars per share) | $ 10.77 | $ 6.73 |
Equity - Use of IPO Proceeds (N
Equity - Use of IPO Proceeds (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2018 | Jul. 17, 2018 | Feb. 28, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Net proceeds from IPO | $ 0 | $ 0 | $ 0 | $ 133,805 | |||
Series A Preferred Stock Conversion and Common Stock Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Net proceeds from IPO | $ 110,000 | ||||||
Net proceeds received | $ 60,000 | ||||||
Issuance of shares of common stock in the IPO (in shares) | 8,695,653 | 8,695,653 | |||||
Sale of stock, price per share (in dollars per share) | $ 14 | ||||||
Additional shares sold directly by the selling shareholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold (in shares) | 2,545,630 | ||||||
Sale of stock, price per share (in dollars per share) | $ 14 | ||||||
RBL Facility | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Payment to the holders of claims under the Pre-Emergence Credit Facility | $ 0 | $ 23,285 | $ 353,282 | $ 582,510 | |||
Line of credit | RBL Facility | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Payment to the holders of claims under the Pre-Emergence Credit Facility | $ 105,000 | $ 379,000 | |||||
Oaktree Capital Management and Benefit Street Partners Stock Purchase Agreements | Oaktree Capital Management And Benefit Street Partners | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares purchased (in shares) | 1,802,196 | ||||||
Net proceeds from the IPO to purchase shares of common stock from certain stockholders | $ 24,000 | ||||||
Oaktree Capital Management and Benefit Street Partners Stock Purchase Agreements | Oaktree Capital Management | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares purchased (in shares) | 410,229 | ||||||
Oaktree Capital Management and Benefit Street Partners Stock Purchase Agreements | Benefit Street Partners | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares purchased (in shares) | 1,391,967 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||||
Defined contribution plan, matching contribution, percentage of employee's gross pay | 6.00% | |||
Defined contribution plan, cost | $ 0 | $ 800,000 | $ 1,700,000 | $ 1,400,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components Of Income Tax Expense (Benefit) [Line Items] | ||||
Net operating loss carryforwards | $ 0 | |||
Tax cuts and jobs act of 2017, change in tax rate, deferred tax asset, provisional income tax expense | $ 2,700,000 | |||
Tax cuts and jobs act of 2017, change in tax rate, deferred tax asset, provisional increase (decrease) in valuation allowance | $ 1,900,000 | |||
Effective tax rate | 0.00% | (15.30%) | (522.90%) | 22.60% |
US federal general business tax credit carryforwards | $ 48,000,000 | |||
Unrecognized tax benefits | $ 0 | 13,892,000 | $ 0 | |
Deferred tax asset related to the tax benefit of interest expense not currently deductible in tax years 2018 and 2019 | 66,000,000 | |||
Unrecognized tax benefits, accrued penalties or interest expense | 0 | |||
Domestic | ||||
Components Of Income Tax Expense (Benefit) [Line Items] | ||||
Net operating loss carryforwards | 56,000,000 | |||
State and Local Jurisdiction | ||||
Components Of Income Tax Expense (Benefit) [Line Items] | ||||
Net operating loss carryforwards | $ 33,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current taxes: | ||||
Federal | $ 0 | $ 465 | $ 0 | $ (465) |
State | 221 | 450 | 227 | (446) |
Total current taxes | 221 | 915 | 227 | (911) |
Deferred taxes: | ||||
Federal | 0 | 1,888 | (36,756) | 33,227 |
State | 9 | 0 | (21) | 10,719 |
Total deferred taxes | 9 | 1,888 | (36,777) | 43,946 |
Total current and deferred taxes | $ 230 | $ 2,803 | $ (36,550) | $ 43,035 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate | 35.00% | 35.00% | 21.00% | 21.00% |
State, net of federal tax benefit | 0.00% | 7.20% | 8.90% | 6.30% |
Effect of permanent differences | (0.00%) | (0.40%) | 0.20% | (0.60%) |
Tax credits and federal return to provision | (0.00%) | (0.00%) | (546.40%) | (0.00%) |
State return to provision | (0.00%) | (0.00%) | (6.60%) | (0.00%) |
Tax reform - rate change | 0.00% | (14.70%) | 0.00% | 0.00% |
Income excluded from nontaxable entities | (35.00%) | (0.00%) | (0.00%) | (0.00%) |
Change in valuation allowance | 0.00% | (42.40%) | 0.00% | (4.10%) |
Effective tax rate | 0.00% | (15.30%) | (522.90%) | 22.60% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 14,542 | $ 14,310 |
Accruals | 12,218 | 2,993 |
Asset retirement obligations | 41,382 | 26,383 |
Tax credits and federal return to provision | 47,803 | 0 |
Interest limitation carryforward | 13,892 | 7,486 |
Other | 5,154 | 2,033 |
Total deferred tax assets | 134,991 | 53,205 |
Deferred tax liabilities: | ||
Book tax differences in property basis | (143,896) | (95,348) |
Derivative instruments | (152) | (3,692) |
Total deferred tax liabilities | (144,048) | (99,040) |
Net deferred tax asset (liability) | $ (9,057) | $ (45,835) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits - January 1 | $ 0 | $ 0 |
Prior year - increase | 6,720 | 0 |
Current year - increase | 7,172 | 0 |
Unrecognized tax benefits - December 31 | $ 13,892 | $ 0 |
Supplemental Disclosures to t_3
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid expenses | $ 4,577 | $ 4,656 | |
Materials and supplies | 10,544 | 5,461 | |
Oil inventories | 3,432 | 3,786 | |
Other | 846 | 464 | |
Other current assets | $ 19,399 | $ 14,367 | $ 16,752 |
Supplemental Disclosures to t_4
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred financing costs, non-current, net of amortization | $ 11 | $ 16 |
Greenhouse gas liability | $ 33 | $ 15 |
Supplemental Disclosures to t_5
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts payable-trade | $ 25,475 | $ 13,564 | |
Accrued expenses | 45,589 | 66,417 | |
Royalties payable | 25,385 | 26,189 | |
Taxes other than income tax liability | 9,150 | 10,766 | |
Accrued interest | 10,500 | 10,500 | |
Dividends payable | 9,888 | 9,992 | |
Asset retirement obligation - current portion | 25,208 | 6,372 | |
Other | 616 | 318 | |
Total accounts payable and accrued expenses | $ 151,811 | $ 144,118 | $ 116,512 |
Supplemental Disclosures to t_6
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Disclosures of Significant Non-Cash Investing Activities: | ||||
Material inventory transfers to oil and natural gas properties | $ 0 | $ 0 | $ 10,056 | $ 2,371 |
Supplemental Disclosures of Cash Payments (Receipts): | ||||
Interest, net of amounts capitalized | 8,057 | 14,276 | 30,720 | 19,761 |
Income taxes | 0 | 1,994 | (2) | (1,901) |
Reorganization items, net | $ 11,838 | $ 1,732 | $ 0 | $ 832 |
Supplemental Disclosures to t_7
Supplemental Disclosures to the Balance Sheets and Statements of Cash Flows - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash and cash equivalents | $ 0 | $ 68,680 | $ 33,905 | $ 32,049 | $ 30,483 |
Restricted cash | 0 | 0 | 34,833 | 52,860 | 197,793 |
Restricted cash in other noncurrent assets | 0 | 0 | 0 | 125 | 128 |
Cash, cash equivalents and restricted cash | $ 0 | $ 68,680 | $ 68,738 | $ 85,034 | $ 228,404 |
Certain Relationships and Rel_2
Certain Relationships and Related Party Transactions (Details) - USD ($) | 2 Months Ended | 10 Months Ended |
Feb. 28, 2017 | Dec. 31, 2017 | |
LINN Energy | Transition Services and Separation Agreement | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | $ 0 | $ 17,000,000 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details) | Nov. 30, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2018USD ($)aleasewell$ / bbl | Feb. 28, 2017USD ($) | Sep. 30, 2018MBoe | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)well | Dec. 31, 2018USD ($) | Jul. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sale of property and equipment and other | $ 25,000 | $ 234,292,000 | $ 969,000 | $ 8,212,000 | |||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire property | $ 249,000,000 | $ 2,900,000 | |||||||
Percentage of working interest acquired | 84.00% | ||||||||
Percentage of working interest in investment | 16.00% | ||||||||
East Texas operating area | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sale of non-core oil and gas properties | $ 7,000,000 | ||||||||
Gains on sale of assets and other, net | $ 4,000,000 | ||||||||
Daily production (Mboe) | MBoe | 0.7 | ||||||||
Hugoton Natural Gas Field | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Gains on sale of assets and other, net | $ 23,000,000 | ||||||||
Working interest divested | 78.00% | ||||||||
Proceeds from sale of property and equipment and other | $ 234,000,000 | ||||||||
Chevron North Midway-Sunset Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of leases acquired | lease | 2 | ||||||||
Area of land acquired in lease (in acres) | a | 214 | ||||||||
Drilling commitment assumed | $ 35,000,000 | ||||||||
Drilling commitment, number of wells | well | 115 | ||||||||
Drilling commitment, number of wells drilled | well | 18 | ||||||||
Consideration transferred in acquisition | $ 0 | ||||||||
Oil and gas delivery commitments, consecutive period for which price not met which will incur a toll | 30 days | ||||||||
Oil and gas delivery commitments, fixed price to be met, less than (in dollars per barrel) | $ / bbl | 45 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) $ in Thousands | Jul. 26, 2018 | Feb. 28, 2017 | Jul. 31, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Weighted-average shares of common stock outstanding (in shares) | 38,644,000 | 81,379,000 | 57,743,000 | |||||
Common stock reserved to settle claims of unsecured creditors (in shares) | 7,080,000 | 7,080,000 | 7,080,000 | |||||
Shares issued to settle claims (in shares) | 2,770,000 | |||||||
Series A preferred stock dividends and conversion to common stock | $ 87,000 | $ 18,248 | $ 0 | $ 97,942 | ||||
Cash payment to preferred stockholders | 60,000 | $ 0 | $ 0 | $ 0 | $ 60,273 | |||
Incremental common shares attributable to dilutive effect of preferred stock (in shares) | 0 | 0 | 0 | |||||
Series A Preferred Stock Conversion and Common Stock Offering | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Sale of stock, consideration received | $ 27,000 | $ 27,000 | ||||||
Over-allotment option | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Additional common shares received by preferred stockholders (in shares) | 1,900,000 | 1,900,000 | ||||||
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs) | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of preferred stock (in shares) | 572,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 189,000 | |||||
Performance-based Restricted Stock Units (PSUs) | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | |||||||
Common Stock | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Issuance of shares (in shares) | 32,920,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2017 | Jul. 31, 2018 | Feb. 28, 2017 | Feb. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Net (loss) income | $ (502,964) | $ (502,964) | $ (21,068) | $ 43,539 | $ 147,102 | ||
less: Series A preferred stock dividends and conversion to common stock | $ (87,000) | (18,248) | 0 | (97,942) | |||
Net income (loss) attributable to common stockholders | $ (39,316) | $ 43,539 | $ 49,160 | ||||
Weighted-average shares of common stock outstanding (in shares) | 38,644,000 | 81,379,000 | 57,743,000 | ||||
Basic earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.54 | $ 0.85 | ||||
Dilutive effect of potentially dilutive securities (in shares) | 0 | 572,000 | 189,000 | ||||
Weighted-average common shares outstanding - diluted (in shares) | 38,644,000 | 81,951,000 | 57,932,000 | ||||
Diluted earnings (loss) per share (in dollars per share) | $ (1.02) | $ 0.53 | $ 0.85 | ||||
Common stock reserved to settle claims of unsecured creditors (in shares) | 7,080,000 | 7,080,000 | 7,080,000 | ||||
Potentially dilutive securities (in shares) | 0 | ||||||
Scenario, Adjustment | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Weighted-average shares of common stock outstanding (in shares) | 2,770,000 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019utlity_companycogeneration_facility | |
Revenue from Contract with Customer [Abstract] | |
Payment term (within) | 30 days |
Number of cogeneration facilities selling majority of electric output not used in operations | cogeneration_facility | 3 |
Number of utility companies under long term contract to buy electrical output | utlity_company | 2 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 79,832 | $ 386,569 | $ 597,403 | $ 591,178 |
(Losses) gains on oil derivatives | 12,886 | (66,900) | (44,955) | 1,735 |
Other revenues | 1,424 | 3,975 | 316 | 774 |
Total revenues and other | 92,718 | 319,669 | 559,405 | 586,557 |
Oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 54,110 | 303,589 | 543,634 | 520,979 |
Natural gas sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,476 | 40,887 | 19,391 | 26,244 |
Natural gas liquids sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,534 | 13,452 | 2,571 | 5,651 |
Electricity sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,655 | 21,972 | 29,397 | 35,208 |
Marketing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 633 | 2,694 | 2,094 | 2,322 |
Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
(Losses) gains on oil derivatives | $ 12,886 | $ (66,900) | $ (37,998) | $ (4,621) |
Emergence from Voluntary Reor_3
Emergence from Voluntary Reorganization under Chapter 11 - Narrative (Details) - USD ($) | Feb. 28, 2017 | Apr. 14, 2016 | Mar. 28, 2016 | Mar. 15, 2016 | Feb. 28, 2017 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2016 |
Reorganization Items [Line Items] | |||||||||
Shares of common stock issued under plan of reorganization (in shares) | 32,920,000 | 32,920,000 | |||||||
Cash distribution pool | $ 35,000,000 | $ 35,000,000 | |||||||
Berry rights offerings | $ 335,000,000 | $ 335,000,000 | |||||||
Bankruptcy claims, common shares available to unsecured creditors (in shares) | 7,080,000 | 7,080,000 | |||||||
Shares issued to settle claims (in shares) | 2,770,000 | ||||||||
Common stock, shares reserved for future issuance (in shares) | 7,080,000 | 7,080,000 | |||||||
Unrecorded contractual interest | $ 9,000,000 | ||||||||
Deferred interest payment | $ 10,500,000 | $ 10,500,000 | |||||||
Revolving credit facility | |||||||||
Reorganization Items [Line Items] | |||||||||
Maximum borrowing capacity | $ 550,000,000 | $ 550,000,000 | |||||||
Senior Notes due 2020 | |||||||||
Reorganization Items [Line Items] | |||||||||
Interest Rate | 6.75% | 6.75% | |||||||
Senior Notes due 2022 | |||||||||
Reorganization Items [Line Items] | |||||||||
Interest Rate | 6.375% | 6.375% | |||||||
Pre-Emergence Credit Facility | |||||||||
Reorganization Items [Line Items] | |||||||||
Debt default, grace period | 30 days | ||||||||
Pre-Emergence Credit Facility, Amended | |||||||||
Reorganization Items [Line Items] | |||||||||
Maximum borrowing capacity | $ 45,000,000 | ||||||||
Senior Notes, 6.375%, due September 2022 | |||||||||
Reorganization Items [Line Items] | |||||||||
Interest Rate | 6.375% | ||||||||
Deferred interest payment | $ 18,000,000 | ||||||||
Interest payment, grace period | 30 days | 30 days | |||||||
Interest payment | $ 18,000,000 | ||||||||
LINN Energy | |||||||||
Reorganization Items [Line Items] | |||||||||
General unsecured claims settled | $ 25,000,000 | $ 25,000,000 | |||||||
Berry LLC | Linn Acquisition Company, LLC | |||||||||
Reorganization Items [Line Items] | |||||||||
Outstanding membership interests received under plan of reorganization | 100.00% |
Emergence from Voluntary Reor_4
Emergence from Voluntary Reorganization under Chapter 11 - Schedule of Reorganization Items (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reorganizations [Abstract] | ||||
Return of undistributed funds from cash distribution pool | $ 0 | $ 0 | $ 0 | $ 22,855 |
Gain on resolution of pre-emergence liabilities | 0 | 0 | 0 | 3,713 |
Legal and other professional advisory fees | (19,481) | (1,027) | (426) | (3,083) |
Gain on settlement of liabilities subject to compromise | 421,774 | 0 | 0 | 0 |
Fresh start valuation adjustments | (920,699) | 0 | 0 | 0 |
Other | 10,686 | (705) | 0 | 1,205 |
Reorganization items, net | $ (507,720) | $ (1,732) | $ (426) | $ 24,690 |
Fresh-Start Accounting - Narrat
Fresh-Start Accounting - Narrative (Details) $ in Thousands | Feb. 28, 2017USD ($) |
Reorganizations [Abstract] | |
Existing voting ownership interest, percentage of shares (less than) | 50.00% |
Enterprise value | $ 1,278,527 |
Proved and Unproved Reserves | Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.10 |
Proved and Unproved Reserves | Forward Curve Pricing | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.020 |
Fresh-Start Accounting - Schedu
Fresh-Start Accounting - Schedule of Post-Petition Liabilities and Allowed Claims (Details) $ in Thousands | Feb. 28, 2017USD ($) |
Reorganizations [Abstract] | |
Liabilities subject to compromise | $ 1,000,336 |
Pre-petition debt not classified as subject to compromise | 891,259 |
Post-petition liabilities | 245,702 |
Total post-petition liabilities and allowed claims | 2,137,297 |
Reorganization value of assets immediately prior to implementation of the Plan | (1,722,585) |
Excess post-petition liabilities and allowed claims | $ 414,712 |
Fresh-Start Accounting - Reconc
Fresh-Start Accounting - Reconciliation of Enterprise Value to the Estimated Reorganization of Value (Details) $ in Thousands | Feb. 28, 2017USD ($) |
Reorganizations [Abstract] | |
Enterprise value | $ 1,278,527 |
Plus: Fair value of non-debt liabilities | 282,511 |
Reorganization value of the Successor’s assets | $ 1,561,038 |
Fresh-Start Accounting - Summar
Fresh-Start Accounting - Summary of Adjustments in Fresh-Start Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Current assets: | |||||
Cash and cash equivalents | $ 0 | $ 68,680 | $ 33,905 | $ 32,049 | $ 30,483 |
Accounts receivable | 71,867 | 57,379 | 59,511 | ||
Derivative instruments | 9,166 | 88,596 | 243 | ||
Restricted cash | 0 | 0 | 34,833 | 52,860 | $ 197,793 |
Other current assets | 19,399 | 14,367 | 16,752 | ||
Total current assets | 100,432 | 229,022 | 161,415 | ||
Non-current assets: | |||||
Oil and natural gas properties | 1,675,717 | 1,461,993 | 1,243,600 | ||
Less accumulated depletion and amortization | (209,105) | (123,217) | 0 | ||
Total oil and natural gas properties, net | 1,466,612 | 1,338,776 | 1,243,600 | ||
Other property and equipment | 135,117 | 119,710 | 108,803 | ||
Less accumulated depreciation | (25,462) | (15,778) | 0 | ||
Total other property and equipment, net | 109,655 | 103,932 | 108,803 | ||
Derivative instruments | 525 | 3,289 | 57 | ||
Restricted cash | 125 | ||||
Other non-current assets | 12,974 | 17,244 | 47,038 | ||
Total assets | 1,690,198 | 1,692,263 | 1,561,038 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 151,811 | 144,118 | 116,512 | ||
Derivative instruments | 4,817 | 0 | 5,355 | ||
Current portion of long-term debt, net | 0 | ||||
Other accrued liabilities | 4,870 | ||||
Total current liabilities | 156,628 | 144,118 | 126,737 | ||
Derivative instruments | 141 | 0 | 1,710 | ||
Long-term debt | 394,319 | 391,786 | 400,000 | ||
Other non-current liabilities | 33,586 | 14,902 | 154,064 | ||
Liabilities subject to compromise | 0 | ||||
Equity: | |||||
Additional paid-in capital | 901,830 | 914,540 | |||
Accumulated deficit | 120,528 | 116,042 | |||
Successor preferred stock | 335,000 | ||||
Successor common stock | 85 | 82 | 33 | ||
Total equity | 972,448 | 1,006,446 | $ 859,310 | 878,527 | |
Total liabilities and equity | $ 1,690,198 | $ 1,692,263 | 1,561,038 | ||
Fresh-Start Adjustments | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | ||||
Accounts receivable | (816) | ||||
Derivative instruments | 0 | ||||
Restricted cash | 0 | ||||
Other current assets | 3,873 | ||||
Total current assets | 3,057 | ||||
Non-current assets: | |||||
Oil and natural gas properties | (3,787,898) | ||||
Less accumulated depletion and amortization | 2,814,999 | ||||
Total oil and natural gas properties, net | (972,899) | ||||
Other property and equipment | (15,576) | ||||
Less accumulated depreciation | 22,107 | ||||
Total other property and equipment, net | 6,530 | ||||
Derivative instruments | 0 | ||||
Restricted cash | 0 | ||||
Other non-current assets | 30,811 | ||||
Total assets | (932,501) | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 3,818 | ||||
Derivative instruments | 0 | ||||
Current portion of long-term debt, net | 0 | ||||
Other accrued liabilities | 1,295 | ||||
Total current liabilities | 5,113 | ||||
Derivative instruments | 0 | ||||
Long-term debt | 0 | ||||
Other non-current liabilities | (16,915) | ||||
Liabilities subject to compromise | 0 | ||||
Equity: | |||||
Accumulated deficit | 1,905,766 | ||||
Successor preferred stock | 0 | ||||
Successor common stock | 0 | ||||
Total equity | (920,699) | ||||
Total liabilities and equity | (932,501) | ||||
Previously Reported | |||||
Current assets: | |||||
Cash and cash equivalents | 27,407 | ||||
Accounts receivable | 76,027 | ||||
Derivative instruments | 243 | ||||
Restricted cash | 128 | ||||
Other current assets | 18,437 | ||||
Total current assets | 122,242 | ||||
Non-current assets: | |||||
Oil and natural gas properties | 5,031,498 | ||||
Less accumulated depletion and amortization | (2,814,999) | ||||
Total oil and natural gas properties, net | 2,216,499 | ||||
Other property and equipment | 124,379 | ||||
Less accumulated depreciation | (22,107) | ||||
Total other property and equipment, net | 102,273 | ||||
Derivative instruments | 57 | ||||
Restricted cash | 197,939 | ||||
Other non-current assets | 16,076 | ||||
Total assets | 2,655,086 | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 60,323 | ||||
Derivative instruments | 5,355 | ||||
Current portion of long-term debt, net | 891,259 | ||||
Other accrued liabilities | 7,335 | ||||
Total current liabilities | 964,272 | ||||
Derivative instruments | 1,710 | ||||
Long-term debt | 0 | ||||
Other non-current liabilities | 170,979 | ||||
Liabilities subject to compromise | 1,000,336 | ||||
Equity: | |||||
Accumulated deficit | (2,280,925) | ||||
Total equity | 517,789 | ||||
Total liabilities and equity | 2,655,086 | ||||
Reorganization Adjustments | |||||
Current assets: | |||||
Cash and cash equivalents | 4,642 | ||||
Accounts receivable | (15,700) | ||||
Derivative instruments | 0 | ||||
Restricted cash | 52,732 | ||||
Other current assets | (5,558) | ||||
Total current assets | 36,116 | ||||
Non-current assets: | |||||
Oil and natural gas properties | 0 | ||||
Less accumulated depletion and amortization | 0 | ||||
Total oil and natural gas properties, net | 0 | ||||
Other property and equipment | 0 | ||||
Less accumulated depreciation | 0 | ||||
Total other property and equipment, net | 0 | ||||
Derivative instruments | 0 | ||||
Restricted cash | (197,814) | ||||
Other non-current assets | 151 | ||||
Total assets | (161,547) | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 52,371 | ||||
Derivative instruments | 0 | ||||
Current portion of long-term debt, net | (891,259) | ||||
Other accrued liabilities | (3,760) | ||||
Total current liabilities | (842,648) | ||||
Derivative instruments | 0 | ||||
Long-term debt | 400,000 | ||||
Other non-current liabilities | 0 | ||||
Liabilities subject to compromise | (1,000,336) | ||||
Equity: | |||||
Accumulated deficit | 375,159 | ||||
Successor preferred stock | 335,000 | ||||
Successor common stock | 33 | ||||
Total equity | 1,281,437 | ||||
Total liabilities and equity | (161,547) | ||||
Predecessor additional paid-in capital | Previously Reported | |||||
Equity: | |||||
Additional paid-in capital | 2,798,714 | ||||
Predecessor additional paid-in capital | Reorganization Adjustments | |||||
Equity: | |||||
Additional paid-in capital | (2,798,714) | ||||
Successor additional paid-in capital | |||||
Equity: | |||||
Additional paid-in capital | 543,494 | ||||
Successor additional paid-in capital | Fresh-Start Adjustments | |||||
Equity: | |||||
Additional paid-in capital | (2,826,465) | ||||
Successor additional paid-in capital | Reorganization Adjustments | |||||
Equity: | |||||
Additional paid-in capital | $ 3,369,959 |
Fresh-Start Accounting - Change
Fresh-Start Accounting - Changes in Cash (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 |
Changes in Cash and Cash Equivalents | ||||||
Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings | $ 335,000 | $ 0 | $ 0 | $ 0 | ||
Cash and cash equivalents | $ 32,049 | 32,049 | $ 33,905 | $ 0 | $ 68,680 | $ 30,483 |
Reorganization Adjustments | ||||||
Changes in Cash and Cash Equivalents | ||||||
Borrowings under the Emergence Credit Facility | 400,000 | |||||
Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings | 335,000 | |||||
Cash receipt from Linn Energy, LLC for ad valorem taxes | 23,366 | |||||
Removal of restriction on cash balance (includes $128 previously recorded as short term) | 197,942 | |||||
Payment to the holders of claims under the Pre-Emergence Credit Facility (including $29 in bank fees and $3,760 in interest) | (897,663) | |||||
Restriction on cash balance, previously recorded as short term | (128) | |||||
Repayments of bank fees | 29 | |||||
Repayments of interest | 3,760 | |||||
Payment of professional fees | (992) | |||||
Payment of Emergence Credit Facility fee that was capitalized | (151) | |||||
Funding of the general unsecured claims Cash Distribution Pool | (35,000) | (35,000) | ||||
Funding of the professional fees escrow account | (17,860) | (17,860) | ||||
Cash and cash equivalents | $ 4,642 | $ 4,642 |
Fresh-Start Accounting - Chan_2
Fresh-Start Accounting - Changes in Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Net Increase in Accounts Payable and Accrued Expenses | |||
Other | $ 616 | $ 318 | |
Total accounts payable and accrued expenses | $ 151,811 | $ 144,118 | $ 116,512 |
Reorganization Adjustments | |||
Net Increase in Accounts Payable and Accrued Expenses | |||
Recognition of payables for the general unsecured claims Cash Distribution Pool | 35,000 | ||
Recognition of payables for the professional fees escrow account | 17,860 | ||
Recognition of payable for ad valorem tax liability | 7,666 | ||
Net change of other professional fees payable | (8,161) | ||
Other | 6 | ||
Total accounts payable and accrued expenses | $ 52,371 |
Fresh-Start Accounting - Settle
Fresh-Start Accounting - Settlement of Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Dec. 31, 2018 |
Liabilities Subject to Compromise | ||
Liabilities subject to compromise | $ 1,000,336 | |
Funding of the general unsecured claims Cash Distribution Pool | (35,000) | |
Common stock to holders of Unsecured Notes and general unsecured creditors | $ (133,805) | |
Reorganization Adjustments | ||
Liabilities Subject to Compromise | ||
Accounts payable and accrued expenses | 151,298 | |
Accrued interest payable | 15,238 | |
Debt | 833,800 | |
Liabilities subject to compromise | 1,000,336 | |
Funding of the general unsecured claims Cash Distribution Pool | (35,000) | |
Common stock to holders of Unsecured Notes and general unsecured creditors | (543,562) | |
Gains on settlement of liabilities subject to compromise | $ 421,774 |
Fresh-Start Accounting - Increa
Fresh-Start Accounting - Increase in Capital Accounts (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Net Increase in Capital Accounts | |||||
Common stock to holders of Unsecured Notes and general unsecured creditors | $ 133,805 | ||||
Payment of issuance costs | $ 0 | $ (22,170) | $ 0 | (9,193) | |
Dividend related to beneficial conversion feature of preferred stock | 11,301 | ||||
Additional paid-in capital | 901,830 | 914,540 | |||
Successor common stock | $ 33 | 33 | $ 85 | $ 82 | |
Successor preferred stock | 335,000 | 335,000 | |||
Reorganization Adjustments | |||||
Net Increase in Capital Accounts | |||||
Common stock to holders of Unsecured Notes and general unsecured creditors | 543,562 | ||||
Payment of issuance costs | (35) | ||||
Dividend related to beneficial conversion feature of preferred stock | 27,751 | ||||
Successor common stock | 33 | 33 | |||
Change in additional paid-in capital | 3,369,959 | 3,369,959 | |||
Successor preferred stock | 335,000 | 335,000 | |||
Net increase in capital accounts | 906,278 | ||||
Predecessor additional paid-in capital | Reorganization Adjustments | |||||
Net Increase in Capital Accounts | |||||
Additional paid-in capital | $ (2,798,714) | $ (2,798,714) |
Fresh-Start Accounting - Decrea
Fresh-Start Accounting - Decrease Accumulated Deficit (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Net Increase in Accumulated Deficit | |||||
Recognition of gains on settlement of liabilities subject to compromise | $ 421,774 | $ 0 | $ 0 | $ 0 | |
Recognition of professional fees | (19,481) | (1,027) | (426) | (3,083) | |
Reorganization items, net | 507,720 | $ 1,732 | 426 | (24,690) | |
Dividend related to beneficial conversion feature of preferred stock | (11,301) | ||||
Accumulated deficit | $ 120,528 | $ 116,042 | |||
Reorganization Adjustments | |||||
Net Increase in Accumulated Deficit | |||||
Recognition of gains on settlement of liabilities subject to compromise | $ 421,774 | ||||
Recognition of professional fees | (13,667) | ||||
Write-off of deferred financing fees | (5,197) | ||||
Reorganization items, net | 402,910 | ||||
Dividend related to beneficial conversion feature of preferred stock | (27,751) | ||||
Accumulated deficit | $ 375,159 | $ 375,159 |
Fresh-Start Accounting - Oil an
Fresh-Start Accounting - Oil and Natural Gas Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Components of Oil and Natural Gas Properties | |||
Proved properties | $ 1,361,814 | $ 1,073,959 | $ 712,400 |
Unproved properties | 313,903 | 388,034 | 531,200 |
Oil and natural gas properties | 1,675,717 | 1,461,993 | 1,243,600 |
Less accumulated depletion and amortization | (209,105) | (123,217) | 0 |
Total oil and natural gas properties, net | $ 1,466,612 | $ 1,338,776 | 1,243,600 |
Previously Reported | |||
Components of Oil and Natural Gas Properties | |||
Proved properties | 4,266,843 | ||
Unproved properties | 764,655 | ||
Oil and natural gas properties | 5,031,498 | ||
Less accumulated depletion and amortization | (2,814,999) | ||
Total oil and natural gas properties, net | $ 2,216,499 |
Fresh-Start Accounting - Other
Fresh-Start Accounting - Other Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 |
Reorganization Items [Line Items] | |||
Natural gas plants and pipelines | $ 91,427 | ||
Land | 8,262 | ||
Furniture and office equipment | 5,040 | ||
Buildings and leasehold improvements | 2,740 | ||
Total other property and equipment | 108,803 | ||
Other property and equipment | $ 135,117 | $ 119,710 | 108,803 |
Less accumulated depreciation | 0 | ||
Less accumulated depreciation | (25,462) | (15,778) | 0 |
Total other property and equipment, net | 108,803 | ||
Total other property and equipment, net | 109,655 | 103,932 | 108,803 |
Natural gas plants and pipelines | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 94,619 | 86,562 | |
Land | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 7,544 | 8,073 | |
Furniture and office equipment | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 20,078 | 14,964 | |
Buildings and leasehold improvements | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 3,752 | 3,359 | |
Vehicles | |||
Reorganization Items [Line Items] | |||
Vehicles | 1,156 | ||
Other property and equipment | $ 9,124 | $ 6,753 | |
Drilling and other equipment | |||
Reorganization Items [Line Items] | |||
Drilling and other equipment | 178 | ||
Previously Reported | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 124,379 | ||
Less accumulated depreciation | (22,107) | ||
Total other property and equipment, net | 102,273 | ||
Previously Reported | Natural gas plants and pipelines | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 109,675 | ||
Previously Reported | Land | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 201 | ||
Previously Reported | Furniture and office equipment | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 3,879 | ||
Previously Reported | Buildings and leasehold improvements | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 5,884 | ||
Previously Reported | Vehicles | |||
Reorganization Items [Line Items] | |||
Other property and equipment | 4,542 | ||
Previously Reported | Drilling and other equipment | |||
Reorganization Items [Line Items] | |||
Other property and equipment | $ 198 |
Fresh-Start Accounting - All Ot
Fresh-Start Accounting - All Other Adjustments (Details) - Fresh-Start Adjustments $ in Thousands | Feb. 28, 2017USD ($) |
Reorganization Items [Line Items] | |
Increase in greenhouse gas allowances | $ 30,000 |
Joint venture investment | 1,000 |
Increase in greenhouse gas emissions liabilities | 4,000 |
Decrease in asset retirement obligations | 30,000 |
Decrease in intangible liabilities | 6,000 |
Increase in greenhouse gas emissions liabilities | 19,000 |
Change from entitlements method to sales method | |
Reorganization Items [Line Items] | |
Change in accounting policy for gas production imbalances | 200 |
Decrease in current portion of intangible liabilities | $ 500 |