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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2022
Equity [Abstract] |
Stockholders' Equity | Stockholders' Equity Cash Dividends Our Board of Directors approved quarterly fixed cash dividends totaling $0.24 per share in 2022, as well as variable cash dividends of $1.10 per share, which were based on the results in 2022, for a total of $1.34 per share. In February 2023, our Board of Directors approved a fixed cash dividend of $0.06 per share, as well as, the variable cash dividend of $0.44 per share based on the fourth quarter of 2022 results. For the year ended December 31, 2022, December 31, 2021, December 31, 2020 we paid approximately $109 million, $11 million and $19 million, respectively, in cash dividends on our common stock. The Company anticipates that it will continue to pay quarterly cash dividend in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company’s future earnings, financial condition, capital requirements, and other factors. Common Stock On March 1, 2022, our Board of Directors approved the 2022 Omnibus Incentive Plan (the “2022 Omnibus Plan”), which was subsequently approved by stockholders on May 25, 2022. The plan authorized the issuance of 2,300,000 shares of common stock. The maximum number of shares remaining that may be issued is 1,573,402 as of December 31, 2022, which is the total number of shares of our common stock remaining available for issuance after counting the number of securities to be issued upon vesting of outstanding RSU and PSU awards, and counting PSUs at the maximum payout level. Shares reserved at maximum payout that do not vest at maximum are made available for future grants. On June 27, 2018, our board of directors adopted the second amended and restated 2017 Omnibus Incentive Plan (“2017 Omnibus 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 Omnibus 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. 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, 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. Preemptive and Conversion Rights. Holders of common stock have no preemptive, conversion or other rights to subscribe for additional shares. Registration Rights Agreement On June 28, 2018, Berry Corp. entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with certain holders of our Common Stock and Preferred Stock in connection with our IPO. In accordance with the Registration Rights Agreement, Berry Corp. filed a shelf registration statement with the SEC on December 10, 2018, which was declared effective on December 13, 2018. 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 and preferred stock issued by Berry Corp. in connection with the IPO to stockholders party to the Registration Rights Agreement, and (ii) preferred stock that was purchased by the participants in the rights offering noted above 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. Shares Outstanding As of December 31, 2022, there were 75,767,503 shares of common stock outstanding. Up to an additional 8,110,302 shares were issuable for unvested restricted stock units and performance restricted stock units (assuming maximum achievement of performance goals) under the Company's 2022 Omnibus Incentive Plan as of December 31, 2022. Repurchase Program For the year ended December 31, 2022, we repurchased 5 million shares for approximately $51 million. As of December 31, 2022, the Company had repurchased a total of 10,528,704 shares under the stock repurchase program for approximately $104 million in aggregate. As previously disclosed, the Company implemented a shareholder return model in early 2022, for which the Company intends to allocate a portion of Adjusted Free Cash Flow to opportunistic share repurchases. In April 2022, our Board of Directors approved an increase of $102 million to the Company’s stock repurchase authorization bringing the Company’s remaining share repurchase authority to $150 million. As of December 31, 2022, the Company’s remaining total share repurchase authority is $98 million, after the repurchases made in the second, third, and fourth quarters of 2022. In February 2023, the Board of Directors approved an increase of $102 million to the Company’s stock repurchase authorization bringing the Company’s remaining share authority to $200 million. The Board’s authorization permits the Company to make purchases of its common stock from time to time in the open market and in privately negotiated transactions, subject to market conditions and other factors, up to the aggregate amount authorized by the Board. The Board’s authorization has no expiration date. We repurchased approximately $2 million of shares in 2021 and none in 2020. Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means, as determined in the Company's sole discretion. The manner, timing and amount of any purchases will be determined based on our evaluation of market conditions, stock price, compliance with outstanding agreements and other factors, may be commenced or suspended at any time without notice and does not obligate the company to purchase shares during any period or at all. Any shares repurchased are reflected as treasury stock and any shares acquired will be available for general corporate purposes. Stock-Based Compensation The Company has awarded restricted stock units (“RSUs”) that are solely time-based awards and performance-based restricted stock units (“PSUs”) that include (i) awards with a market objective measured against both absolute total stockholder return (“Absolute TSR”) and a relative total stockholder return (“Relative TSR”) (the “TSR PSUs”) over the performance period and (ii) awards based on the Company's average cash returned on invested capital (“CROIC PSUs”) over the performance period. Depending on the results achieved during the 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 250% of the TSR PSUs granted in 2022 and 2021, 0% to 200% of the TSR PSUs granted in 2020, 0% to 200% of the CROIC PSUs granted in 2022 and 2021, and 0% to 200% of the ROIC PSUs granted in 2022. No CROIC PSUs were granted prior to 2021 and no ROIC PSUs were granted prior to 2022. The fair value of the RSUs, CROIC PSUs and ROIC PSUs was determined using the grant date stock price. The fair value of the TSR PSUs was determined using a Monte Carlo simulation analysis to estimate the total shareholder return ranking of the Company, including a comparison against the peer group over the performance periods. The expected volatility of the Company’s common stock at the date of grant was estimated based on average volatility rates for the Company and selected guideline public companies. The dividend yield assumption was based on the then current annualized declared dividend. The risk-free interest rate assumption was based on observed interest rates consistent with the three-year performance measurement period. The PSUs awarded in February 2022 were accounted for as liability awards in the first quarter of 2022, but were converted to equity awards during the second quarter of 2022 due to the approval of the 2022 Omnibus Plan by the stockholders in May 2022. For the years ended December 31, 2022, 2021, and 2020 the stock-based compensation expense was approximately $18 million, $14 million, and $15 million, respectively. For the year ended December 31, 2022, the income tax benefit was $2 million. For the years ended December 31 2021 and 2020 the stock-based compensation income tax benefit was not material. The table below summarizes the activity relating to RSUs issued under the Restated Incentive Plan during the year ended December 31, 2022. The RSUs vest ratably over three years. Unrecognized compensation cost associated with the RSUs at December 31, 2022 was approximately $10 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, 2021 | 2,580 |  |  | $ | 5.67 |
Granted | 1,317 |  |  | $ | 8.92 |
Vested | (1,145) |  |  | $ | 6.36 |
Forfeited | (233) |  |  | $ | 6.97 |
Non-vested at December 31, 2022 | 2,519 |  |  | $ | 6.94 |
The table below summarizes the activity relating to the PSUs issued under the Revised Incentive Plan during the year ended December 31, 2022. Unrecognized compensation cost associated with the PSUs at December 31, 2022 is 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, 2021 | 2,085 |  |  | $ | 11.00 |
Granted | 611 |  |  | $ | 12.03 |
Vested | (36) |  |  | $ | 12.75 |
Forfeited | (59) |  |  | $ | 12.51 |
Non-vested at December 31, 2022 | 2,601 |  |  | $ | 11.18 |

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 + Details
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