SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996 Commission File Number 0-25192
CALLON PETROLEUM COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 64-0844345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 North Canal Street
Natchez, Mississippi 39120
(Address of principal executive offices)(Zip code)
(601) 442-1601
(Registrant's telephone number,
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of July 30, 1996, there were 5,754,656 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
PAGE 1
<PAGE>
CALLON PETROLEUM COMPANY
INDEX
Page No.
Part I. Financial Information
Consolidated Balance Sheets as of June 30,
1996 and December 31, 1995 3
Consolidated Statements of Operations for the
three and six-month periods ended June 30, 1996
and June 30, 1995 4
Consolidated Statements of Cash Flows for the
six-month periods ended June 30, 1996 and
June 30, 1995 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-11
Part II. Other Information 12-14
PAGE 2
<PAGE>
<TABLE>
CALLON PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS
($ in thousands, except share data)
<CAPTION>
June 30, December 31,
1996 1995
---------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,194 $ 4,265
Accounts receivable, trade 7,999 8,329
Other current assets 115 238
--------- ---------
Total current assets 13,308 12,832
--------- ---------
Oil & gas properties, full cost accounting method:
Evaluated properties 306,899 304,737
Less accumulated depreciation, depletion
and amortization (261,883) (257,143)
--------- ---------
45,016 47,594
Unevaluated properties excluded from amortization 15,288 10,171
--------- ---------
Total oil and gas properties 60,304 57,765
--------- ---------
Pipeline and other facilities, net 6,773 5,371
Other property and equipment, net 1,577 1,633
Deferred tax asset 5,462 5,462
Long-term gas balancing receivable 535 619
Other assets, net 165 185
--------- ---------
Total assets $ 88,124 $ 83,867
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 11,549 $ 8,077
Deferred income 43 43
--------- ---------
Total current liabilities 11,592 8,120
Long-term debt 100 100
Deferred income 64 86
Long-term gas balancing payable 395 432
--------- ---------
Total liabilities 12,151 8,738
--------- ---------
Stockholders' equity:
Preferred stock, $0.01 par value, 2,500,000 shares
authorized: 1,315,500 shares of Convertible Exchange-
able Preferred Stock, Series A, issued and outstanding
with a liquidation preference of $32,887,500 13 13
Common stock, $0.01 par value; 20,000,000 shares
authorized; 5,754,636 at June 30, 1996 and
5,754,529 outstanding at December 31, 1995 58 58
Capital in excess of par value 73,955 73,955
Retained earnings 1,947 1,103
--------- ---------
Total stockholders' equity 75,973 75,129
--------- ---------
Total liabilities and stockholders' equity $ 88,124 $ 83,867
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 3
<PAGE>
<TABLE>
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
($ in thousands, except per share data)
<CAPTION>
Three Months Ended Six Months Ended
------------------- --------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales $ 5,874 $ 5,437 $12,249 $11,098
Interest and other 173 389 278 575
------- ------- ------- -------
Total revenue 6,047 5,826 12,527 11,673
------- ------- ------- -------
Costs and expenses:
Lease operating expenses 1,894 1,611 3,686 3,245
Depreciation, depletion
and amortization 2,459 2,401 4,844 5,266
General and administrative 800 904 1,707 2,082
Interest 23 454 48 891
------- ------- ------- -------
Total costs and expenses 5,176 5,370 10,285 11,484
------- ------- ------- -------
Income from operations 871 456 2,242 189
Income tax expense (benefit) -- -- -- --
------- ------- ------- -------
Net income 871 456 2,242 189
Preferred stock dividend 699 -- 1,398 --
------- ------- ------- -------
Net income available to common shares $ 172 $ 456 $ 844 $ 189
======= ======= ======= =======
Net income per common share $ .03 $ .08 $ .15 $ .03
======= ======= ======= =======
Weighted average common shares
outstanding 5,755 5,754 5,755 5,754
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 4
<PAGE>
<TABLE>
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in thousands)
<CAPTION> Six Months Ended
----------------------
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,242 $ 189
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 4,982 5,406
Amortization of deferred costs 65 --
-------- -------
7,289 5,595
Changes in current assets & liabilities:
Accounts receivable, trade 330 1,189
Other current assets 123 (16)
Accounts payable, trade 3,029 (366)
Change in gas balancing receivable 84 59
Change in gas balancing payable (37) (131)
Change in deferred income (22) (21)
Change in other assets, net (45) 26
-------- -------
Cash provided by operating activities 10,751 6,335
-------- -------
Cash flows from investing activities:
Capital expenditures (9,166) (15,506)
Cash proceeds from sale of mineral interests 299 80
-------- -------
Cash used in investing activities (8,867) (15,426)
-------- -------
Cash flows from financing activities:
Payments on debt -- (367)
Increase in debt -- 6,000
Increase in accrued preferred stock dividends payable 443 --
Dividends on preferred stock (1,398) --
-------- -------
Cash provided by (used in) financing activities (955) 5,633
-------- -------
Net increase (decrease) in cash and cash equivalents 929 (3,458)
Cash and cash equivalents:
Balance, beginning of period 4,265 7,285
-------- -------
Balance, end of period $ 5,194 $ 3,827
======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 5
<PAGE>
CALLON PETROLEUM COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
1. General Information
The Consolidated Financial Statements included herein, except December 31,
1995, have been prepared by the Company without audit and include all
adjustments (of a normal and recurring nature) which are, in the opinion
of management, necessary for the fair presentation of interim results
which are not necessarily indicative of results for the entire year. The
financial statements should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included in the Company's latest
annual report.
2. Income Taxes
During the six months ended June 30, 1996, the Company recorded income tax
expense of $785,000 which was offset by a reduction in the deferred tax
asset valuation allowance of an equal amount. The reduction in the valua-
tion allowance was based on management's current estimate of the
realizability of the deferred tax asset.
3. Offshore Lease Sale
The Company, together with Murphy Oil Corporation, was the apparent high
bidder on 13 offshore tracts at the Outer Continental Shelf Lease Sale,
held April 24, 1996 in New Orleans, Louisiana, and conducted by the U. S.
Department of the Interior through its Minerals Management Service
("MMS"). When approved, the Company will hold a 25% working interest in
the leases and its share of the total lease costs will be approximately
$11.8 million.
Twelve of the 13 leases have been approved and awarded by the MMS. Total
expenditures through June 30, 1996 were $3.6 million, with $7.7 million
to be paid subsequent to June 30, 1996. The remaining lease is expected
to receive final approval in the third quarter.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company's revenues, profitability and future growth and the carrying value
of its oil and gas properties are substantially dependent on prevailing prices
of oil and gas. The Company's ability to maintain or increase its borrowing
capacity and to obtain additional capital on attractive terms is also sub-
stantially dependent upon oil and gas prices. Prices for oil and gas are
subject to large fluctuation in response to relatively minor changes in the
supply of and demand for oil and gas, market uncertainty and a variety of
additional factors beyond the control of the Company. These factors include
weather conditions in the United States, the condition of the United States
economy, the actions of the Organization of Petroleum Exporting Countries,
governmental regulation, political stability in the Middle East and elsewhere,
the foreign supply of oil and gas, the price of foreign imports and the avail-
ability of alternate fuel sources. Any substantial and extended decline in the
price of oil or gas would have an adverse effect on the Company's carrying
value of its proved reserves, borrowing capacity, revenues, profitability and
cash flows from operations.
Volatile oil and gas prices make it difficult to estimate the value of producing
properties for acquisition and often cause disruption in the market for oil and
gas producing properties, as buyers and sellers have difficulty agreeing on such
value. Price volatility also makes it difficult to budget for and project the
return on acquisitions and development and exploitation projects.
The following discussion is intended to assist in an understanding of the
Company's historical financial position and results of operations for the three
and six-month periods ended June 30, 1996 and 1995. The Company's historical
financial statements and notes thereto included elsewhere in this quarterly
report contain detailed information that should be referred to in conjunction
with the following discussion.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the six months ending June 30,
1996 totaled $10.8 million. During the first half of 1996, capital expenditures
of $9.2 million were incurred, including the $1.5 million acquisition of a
production facility and the payment of $3.6 million to the Mineral Management
Service for the leases acquired in the offshore lease sale discussed below.
Other expenditures during the first half of 1996 were $1.0 million paid as
dividends to the preferred stockholders. The balance of the cash flow was
retained for future operating expenses and potential drilling and acquisition
opportunities.
At June 30, 1996, the Company had a working capital surplus of $1.7 million and
a current ratio of 1.1 to 1.
In April, the Company joined with an industry partner for the purpose of
acquiring and developing certain offshore oil and gas leases located in the Gulf
of Mexico off the coast of Louisiana. The arrangement provides that the Company
will own a 25 percent working interest in the acquired properties. The Company
and its partner were the apparent high bidders on 13 separate tracts encompass-
ing 65,000 acres offered for sale at the U.S. Department of the Interior's Outer
Continental Shelf (OCS) Lease Sale #157, held in New Orleans, Louisiana on April
24, 1996, by the Minerals Management Service ("MMS"). The Company's share of
PAGE 7
<PAGE>
the total anticipated lease costs is approximately $11.8 million, of which $3.6
million had been expended as of June 30, 1996.
The Company has budgeted up to $30 million in capital expenditures for 1996
which include additional seismic programs in an effort to more accurately
identify future drilling sites and assist in implementation of production
enhancement procedures. For the balance of the year, the Company will
continue evaluating producing property acquisitions and drilling opportunities.
The major portion of the remaining capital expenditure budget will be used for
exploratory and development activities in an attempt to replace existing current
production and increase total proved reserves for the Company. The capital
budget will be financed with projected cash flow from operations and unused
borrowings under the Company's $30 million Credit Facility which provides for a
minimum borrowing base of $15 million through December 31, 1996.
RESULTS OF OPERATIONS
The following table sets forth certain operating information with respect to the
oil and gas operations of the Company.
Three Months Ended Six Months Ended
-------------------- -------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
Production:
Oil (MBbls) 159 132 302 250
Gas (MMcf) 1,444 1,627 2,912 3,675
Total production (MMcfe) 2,400 2,418 4,725 5,175
Average sales price:
Oil (per Bbl) $ 17.89 $ 17.07 $ 18.12 $ 16.78
Gas (per Mcf) 2.09 1.96 2.33 1.88
Total production (per Mcfe) 2.45 2.25 2.59 2.14
Average costs (per Mcfe):
Lease operating expenses
(excluding severance taxes) $ 0.59 $ 0.50 $ 0.58 $ 0.47
Severance taxes 0.20 0.17 0.20 0.16
Depreciation, depletion and
amortization 1.02 0.99 1.03 1.02
General and administrative
(net of management fees) 0.33 0.37 0.36 0.40
PAGE 8
<PAGE>
Comparison of Results of Operations for the Three Months Ended June 30, 1996 and
the Three Months Ended June 30, 1995.
- -------------------------------------
Oil and Gas Production and Revenues
Total oil and gas revenues increased 8% from $5.4 million in 1995 to $5.9
million in 1996. This increase is the net result of increased oil production
and increased prices for both oil and natural gas, offset by a decline in gas
production.
Oil production during the second quarter of 1996 totaled 159,000 barrels and
generated $2.9 million compared to 132,000 barrels and $2.3 million in the same
period in 1995. The second quarter average daily production increased from
1,448 per day in 1995 to 1,750 per day in 1996. Average oil prices received in
the second quarter of 1996 were $17.89 compared to $17.07 in 1995. Production
increases in the first half of 1996 are attributable to an increase in pro-
duction from the Company's Escambia Minerals properties. During the second
quarter of 1996, production from the Escambia Minerals properties totaled 53,000
barrels and generated $1.0 million in revenues while the oil production and
revenues from other properties owned as of June 30, 1995 declined slightly.
Gas production during the second quarter of 1996 totaled 1.44 billion cubic feet
and generated $3.0 million in revenues compared to 1.63 billion cubic feet and
$3.2 million in revenues during the same period in 1995. The average sales
price for the second quarter of 1996 averaged $2.09 per thousand cubic feet
compared to $1.96 per thousand cubic feet at this time last year. As noted in
prior reports, the North Dauphin Island Field has a rapid production decline
curve which accounts for a major portion of the drop in total gas production.
Production from Chandeleur Block 40, Main Pass 163 and the Escambia Minerals
properties, all acquired subsequent to the second quarter of 1995, partially
offset the production decline at the North Dauphin Island Field. While total
production was down when compared to the second quarter of 1995, a slight in-
crease in average price received per unit sold in 1996 offset a portion of the
loss in revenues.
The following table summarizes oil and gas production from the Company's major
producing properties for the comparable periods.
Oil Production Gas Production
(Barrels) (Mcf)
------------------ ---------------------
Three Months Ended Three Months Ended
June 30, June 30,
------------------ ---------------------
1996 1995 1996 1995
------- ------- --------- ---------
Chandeleur Block 40-AH -- -- 356,000 --
Main Pass 163 -- -- 33,000 --
Escambia Minerals properties 53,000 1,000 72,000 3,000
North Dauphin Island Field -- -- 675,000 1,257,000
Black Bay 52,000 56,000 -- --
Other properties 54,000 75,000 308,000 367,000
------- ------- --------- ---------
Total 159,000 132,000 1,444,000 1,627,000
======= ======= ========= =========
PAGE 9
<PAGE>
Lease Operating Expenses
Lease operating expenses, excluding severance taxes, for the three-month period
ending June 30, 1996 were $1.4 million, an 18% increase from the $1.2 million as
of June 30, 1995. This increase is primarily attributable to the corresponding
increase in oil production caused by the Company's acquisition of the Escambia
Minerals properties subsequent to June, 1995. Severance taxes also increased by
17%, from $0.4 million to $0.5 million primarily as a result of higher oil and
gas prices.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the three months ending June 30,
1996 and 1995 was $2.5 million and $2.4 million, respectively. For the three-
month period ending June 30, 1996, the per Mcf equivalent amount was $1.02 and
compares to $0.99 for the same period in 1995.
General and Administrative
General and administrative expense for the three months ended June 30, 1996 was
$0.8 million compared to $0.9 million for the three months ended June 30, 1995.
This reduction is associated with continued overall improvements in operational
efficiencies and reduced executive incentive compensation payments.
Interest Expense
Interest expense decreased from $454,000 during the three months ended June 30,
1995 to $23,000 during the three months June 30, 1996 reflecting the reduction
in the Company's debt as a result of the preferred stock offering completed in
November, 1995.
Comparison of Results of Operations for the Six Months Ended June 30, 1996 and
the Six Months Ended June 30, 1995.
- -----------------------------------
Oil and Gas Production and Revenues
For the six months ended June 30, 1996, total oil and gas revenues increased by
$1.1 million, or 10%, to $12.2 million when compared to $11.1 million for the
same period in 1995. This increase is the result of a $1.7 million favorable
price variance offset by an unfavorable production variance.
For the six months ending June 30, 1996, oil production and oil revenues in-
creased to 302,000 barrels and $5.5 million, respectively. For the comparable
period in 1995, oil production was 250,000 barrels while revenues totaled $4.2
million. Oil prices during the first six months of 1996 averaged $18.12,
compared to $16.78 for the same period in 1995. Total oil revenues have in-
creased 30% over the June, 1995 level as a result of this price increase and
increased production from the Escambia Minerals properties.
Natural gas production and revenue for the six-month period ending June 30,
1996, was 2.91 billion cubic feet and $6.8 million, respectively, and is a de-
cline from the gas production of 3.68 billion cubic feet and gas revenue of $6.9
million in the first six months of 1995. The average sales price for natural
gas sold in the first six months in 1996 was $2.33 per Mcf, a $0.45 per Mcf
increase over the average price for the same period in 1995. Revenues gained
from the price increase were almost sufficient to offset the loss of revenues
due to the lower production volumes, with total gas revenues declining by less
than 2% during the first half of 1996 as compared to the first half of 1995.
PAGE 10
<PAGE>
The following table summarizes oil and gas production from the Company's major
producing properties for the comparable periods.
Oil Production Gas Production
(Barrels) (Mcf)
------------------- ---------------------
Six Months Ended Six Months Ended
June 30, June 30,
------------------- ---------------------
1996 1995 1996 1995
-------- -------- --------- ---------
Chandeleur Block 40-AH -- -- 647,000 --
Main Pass 163 -- -- 33,000 --
Escambia Minerals properties 94,000 1,000 132,000 3,000
North Dauphin Island Field -- -- 1,475,000 2,855,000
Black Bay 101,000 111,000 -- --
Other properties 107,000 138,000 625,000 817,000
-------- -------- --------- ---------
Total 302,000 250,000 2,912,000 3,675,000
======== ======== ========= =========
Lease Operating Expenses
Lease operating expenses, excluding severance taxes, for the first half of 1996
increased by 13% to $2.7 million from $2.4 million for the 1995 comparable
period. This increase is primarily attributable to the corresponding increase
in oil production caused by the Company's acquisition of the Escambia Minerals
properties acquired subsequent to June, 1995. Severance taxes increased by 16%
to $0.9 million during the first six months of 1996 from $0.8 million for the
same period in 1995 primarily as a result of higher prices for oil and gas.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the first six months of 1996 was
$4.8 million, or $1.03 per Mcf equivalent. For the same period in 1995, the
total was $5.3 million and $1.02 per Mcf equivalent.
General and Administrative
During the first six months of 1996, general and administrative expenses de-
clined by 18% compared to the same six-month period in 1995. During the first
half of 1996, these expenses totaled $1.7 million, compared to $2.1 million for
the same period in 1995. This reduction is associated with continued overall
improvements in operational efficiencies and reduced executive incentive
compensation payments.
Interest Expense
Interest expense during the first half of 1996 was $48,000 compared to $891,000
for the first half of 1995. This expense reduction is attributable to the
reduction in the Company's debt as a result of the preferred stock offering
completed in November, 1995.
PAGE 11
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CALLON PETROLEUM COMPANY
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's annual meeting was held on June 19, 1996, at which two
Class II directors were elected and the appointment of Arthur Andersen
LLP as the Company's independent public accountants for the year ending
December 31, 1996 was ratified.
The nominees for director were Messrs. John S. Callon and B. F.
Weatherly. Mr. Callon received 4,909,808 votes for, 14,950 votes against
or withheld and no votes abstained. Mr. Weatherly received 4,910,814
votes for, 13,944 votes against or withheld and no votes abstained.
The ratification of Arthur Andersen LLP received 4,909,051 votes for,
5,007 votes against or withheld and 10,700 votes abstained.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession*
3. Articles of Incorporation and By-Laws
3.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form S-4, Reg. No.
33-82408)
3.2 Certificate of Merger of Callon Consolidated Partners,
L. P. with and into the Company dated September 16, 1994
(incorporated by reference from Exhibit 3.2 of the
Company's Report on Form 10-K for the period ended December
31, 1994)
3.3 Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement on Form
S-4, Reg. No. 33-82408)
4. Instruments defining the rights of security holders, including
indentures
4.1 Specimen stock certificate (incorporated by reference from
Exhibit 4.1 of the Company's Registration Statement on Form
S-4, Reg. No. 33-82408)
4.2 Specimen Preferred Stock Certificate (incorporated by ref-
erence from Exhibit 4.2 of the Company's Registration
Statement on Form S-1, Reg. No. 33-96700)
4.3 Designation for $2.125 Convertible Exchangeable Preferred
Stock (incorporated by reference from Exhibit 4.3 of the
Company's Report on Form 10-K for the period ended December
31, 1995)
PAGE 12
<PAGE>
4.4 Indenture for Convertible Debentures (incorporated by ref-
erence from Exhibit 4.4 of the Company's Report on Form
10-K for the period ended December 31, 1995)
9. Voting trust agreement
9.1 Stockholders' Agreement dated September 16, 1994 among the
Company, the Callon Stockholders and NOCO Enterprises,
L. P. (incorporated by reference from Exhibit 9.1 of the
Company's Registration Statement on Form 8-B filed October
3, 1994)
10. Material contracts
10.1 Contingent Share Agreement dated September 16, 1994
between the Company and the Callon Stockholders (incor-
porated by reference from Exhibit 10.1 of the Company's
Registration Statement on Form 8-B filed October 3, 1994)
10.2 Registration Rights Agreement dated September 16, 1994
between the Company and NOCO Enterprises, L. P. (incor-
porated by reference from Exhibit 10.2 of the Company's
Registration Statement on Form 8-B filed October 3, 1994)
10.3 Registration Rights Agreement dated September 16, 1994
between the Company and Callon Stockholders (incorpo-
rated by reference from Exhibit 10.3 of the Company's
Registration Statement on Form 8-B filed October 3, 1994)
10.4 Employment Agreement dated September 16, 1994 between the
Company and Fred L. Callon (incorporated by reference from
Exhibit 10.4 of the Company's Registration Statement on
Form 8-B filed October 3, 1994)
10.5 Callon Petroleum Company 1994 Stock Incentive Plan (in-
corporated by reference from Exhibit 10.5 of the Company's
Registration Statement on Form 8-B filed October 3, 1994)
10.6 Employment Agreement effective January 1, 1995, between
the Company and Dennis W. Christian (incorporated by ref-
erence from Exhibit 10.6 of the Company's Form 10-K for
the period ended December 31, 1995)
10.7 Credit Agreement dated October 14, 1994 by and between the
Company, Callon Petroleum Operating Company and Interna-
tionale Nederlanden (U.S.) Capital Corporation (incor-
porated by reference from Exhibit 99.1 of the Company's
Report on Form 10-Q for the quarter ended September 30,
1994)
10.8 Employment Agreement effective January 1, 1995, between
the Company and John S. Weatherly (incorporated by ref-
erence from Exhibit 10.8 of the Company's Registration
Statement on Form S-1, Reg. No. 33-96700)
PAGE 13
<PAGE>
10.10 Third Amendment dated February 22, 1996, to Credit Agree-
ment by and among Callon Petroleum Operating Company,
Callon Petroleum Company and Internationale Nederlanden
(U.S.) Capital Corporation (incorporated by reference from
Exhibit 10.9 of the Company's report on Form 10-K for the
period ended December 31, 1995)
11. Letter re computation of per share earnings*
15. Letter re unaudited interim financial information*
18. Letter re change in accounting principles*
19. Report furnished to security holders*
22. Published report regarding matters submitted to vote of security
holders*
23. Consents of experts and counsel*
24. Power of attorney*
27. Financial Data Schedule*
99. Additional exhibits*
(b) Reports on Form 8-K.
On April 24, 1996, the Company filed a report on Form 8-K
reporting that Callon Petroleum Company and Murphy Oil
Corporation were the apparent high bidder on 13 offshore
tracts, encompassing 65,000 acres, at the Outer Continental
Shelf ("OCS") Lease Sale #157 held April 24 in New Orleans,
Louisiana and conducted by the U. S. Department of the
Interior through its Minerals Management Service. The
report included a Pro Forma Consolidated Balance Sheet as
of March 31, 1996 and the related Notes to Pro Forma
Consolidated Balance Sheet.
- ----------------------------------------
* Inapplicable to this filing
PAGE 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CALLON PETROLEUM COMPANY
Date August 8, 1996 By /s/ John S. Weatherly
---------------------------------
John S. Weatherly, Senior Vice President,
Chief Financial Officer and Treasurer
PAGE 15
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<ARTICLE> 5
<CIK> 0000928022
<NAME> CALLON PETROLEUM COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 5,194
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<ALLOWANCES> 0
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0
13
<COMMON> 58
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<SALES> 12,249
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