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. (Successor)								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

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(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.