PART II
Item 5 — Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Shares of Class A Common Stock (Common Stock) and Class B Stock, referred to collectively as the "Capital Stock," are each entitled to one vote and 95% of one vote, respectively. Each share of Class B Stock is entitled to a $0.50 per share preference in the event of liquidation or dissolution. Further, each share of Class B Stock is convertible into one share of Common Stock at the option of the holder.
In November 1999, we adopted a Shareholder Rights Agreement and declared a dividend distribution of one such Right for each outstanding share of Capital Stock on December 8, 1999. Each share of Capital Stock issued after December 8, 1999 includes one Right. The Rights expire on December 8, 2009. See Note 8 to the financial statements.
Our Class A Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol BRY. The Class B Stock is not publicly traded. The market data and dividends for 2008 and 2007 are shown below:
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2008
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2007
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Price Range
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Dividends
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Price Range
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Dividends
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High
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Low
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Per Share
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High
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Low
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Per Share
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First Quarter
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$
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47.20
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$
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33.41
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$
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.075
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$
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31.54
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$
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27.63
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$
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.075
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Second Quarter
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62.15
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45.73
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.075
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41.08
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30.41
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.075
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Third Quarter
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61.72
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30.99
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.075
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41.06
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31.03
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.075
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Fourth Quarter
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37.76
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6.02
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.075
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49.39
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39.30
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.075
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Total Dividends Paid
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$
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.300
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$
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.300
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February 2, 2009
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December 31, 2008
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December 31, 2007
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Berry's Common Stock closing price per share as reported on NYSE
Composite Transaction Reporting System
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$
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7.36
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$
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7.56
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$
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44.45
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The number of holders of record of our Common Stock was 544 as of February 2, 2009. There was one Class B Shareholder of record as of February 2, 2009.
Dividends. Our regular annual dividend is currently $0.30 per share, payable quarterly in March, June, September and December. We increased our regular quarterly dividend by 15%, from $0.065 to $0.075 per share beginning with the September 2006 dividend.
Since our formation in 1985 through December 31, 2008, we have paid dividends on our Common Stock for 77 consecutive quarters and previous to that for eight consecutive semi-annual periods. We intend to continue the payment of dividends, although future dividend payments will depend upon our level of earnings, operating cash flow, capital commitments, financial covenants and other relevant factors. Dividend payments are limited by covenants in our 1) credit facility to the greater of $20 million or 75% of net income, and 2) bond indenture of up to $20 million annually irrespective of our coverage ratio or net income if we have exhausted our restricted payments basket, and up to $10 million in the event we are in a non-payment default.
Equity Compensation Plan Information.
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Number of securities to be
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issued upon exercise of
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Weighted average exercise
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Number of securities
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outstanding options,
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price of outstanding options,
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remaining available for
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Plan category
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warrants and rights
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warrants and rights
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future issuance
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Equity compensation plans approved by security holders
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3,389,097
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$25.16
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412,025
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Equity compensation plans not approved by security holders
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none
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none
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none
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Issuer Purchases of Equity Securities.
In June 2005, we announced that our Board of Directors authorized a share repurchase program for up to an aggregate of $50 million of our outstanding Class A Common Stock. From June 2005 through December 31, 2006 we repurchased 818,000 shares in the open market for approximately $25 million. Our repurchase plan expired in 2006 and no shares were repurchased in 2007 or 2008.
Performance Graph
This graph shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Total returns assume $100 invested on December 31, 2003 in shares of Berry Petroleum Company, the Russell 2000, the Standard & Poors 500 Index (S&P 500) and a Peer Group, assuming reinvestment of dividends for each measurement period. The information shown is historical and is not necessarily indicative of future performance. The 15 companies which make up the Peer Group are as follows: Bill Barrett Corp., Cabot Oil & Gas Corp., Cimarex Energy Co., Comstock Resources Inc., Denbury Resources Inc., Encore Acquisition Co., Forest Oil Corp., Petrohawk Energy Corp., Plains Exploration & Production Co., Quicksilver Resources Inc., Range Resources Corp., St. Mary Land & Exploration Co., Stone Energy Corp., Swift Energy Co. and Whiting Petroleum Corp.
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12/03
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12/04
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12/05
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12/06
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12/07
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12/08
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Berry Petroleum Company
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100.00
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239.51
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290.08
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317.66
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459.24
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79.18
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S&P 500
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100.00
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110.88
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116.33
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134.70
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142.10
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89.53
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Russell 2000
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100.00
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118.33
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123.72
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146.44
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144.15
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95.44
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Peer Group
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100.00
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151.19
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224.68
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227.29
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329.83
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175.45
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