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 SEPTEMBER 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 September 30, 1996, there were 5,754,863 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
<PAGE>
CALLON PETROLEUM COMPANY
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Consolidated Balance Sheets as of September 30,
1996 and December 31, 1995 .................................. 3
Consolidated Statements of Operations for the
three and nine-month periods ended September 30,
1996 and September 30, 1995 ................................. 4
Consolidated Statements of Cash Flows for the
nine-month periods ended September 30, 1996
and September 30, 1995 ...................................... 5
Notes to Consolidated Financial Statements .................. 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations ...............7-12
PART II. OTHER INFORMATION ................................................13-15
2
<PAGE>
CALLON PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................ $ 8,709 $ 4,265
Accounts receivable, trade .............................. 8,401 8,329
Other current assets .................................... 149 238
--------- ---------
Total current assets .............................. 17,259 12,832
--------- ---------
Oil & gas properties, full cost accounting method:
Evaluated properties ................................. 308,178 304,737
Less accumulated depreciation, depletion
and amortization .................................. (264,658) (257,143)
--------- ---------
43,520 47,594
Unevaluated properties excluded from amortization .... 24,895 10,171
--------- ---------
Total oil and gas properties ...................... 68,415 57,765
--------- ---------
Pipeline and other facilities, net ...................... 6,695 5,371
Other property and equipment, net ....................... 1,620 1,633
Deferred tax asset ...................................... 5,462 5,462
Long-term gas balancing receivable ...................... 435 619
Other assets, net ....................................... 37 185
--------- ---------
Total assets ...................................... $ 99,923 $ 83,867
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade .............................. $ 14,054 $ 8,077
Deferred income ...................................... 237 43
--------- ---------
Total current liabilities ......................... 14,291 8,120
Long-term debt .......................................... 8,950 100
Deferred income ......................................... 61 86
Long-term gas balancing payable ......................... 353 432
--------- ---------
Total liabilities ................................. 23,655 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, $.01 par value; 20,000,000 shares
authorized; 5,754,863 at September 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 ....................................... 2,242 1,103
--------- ---------
Total stockholders' equity ........................ 76,268 75,129
--------- ---------
Total liabilities and stockholders' equity ........ $ 99,923 $ 83,867
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
------ ------ ------- -------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales ......................................... $6,329 $6,159 $18,578 $17,400
Interest and other ........................................ 259 69 537 501
------ ------ ------- -------
Total revenues ......................................... 6,588 6,228 19,115 17,901
------ ------ ------- -------
Costs and expenses:
Lease operating expenses .................................. 1,960 1,956 5,646 5,201
Depreciation, depletion
and amortization ....................................... 2,853 2,663 7,697 7,929
General and administrative ................................ 645 878 2,352 2,960
Interest .................................................. 136 550 184 1,441
------ ------ ------- -------
Total costs and expenses ............................... 5,594 6,047 15,879 17,531
------ ------ ------- -------
Income from operations ...................................... 994 181 3,236 370
Income tax expense (benefit) .............................. -- -- -- --
------ ------ ------- -------
Net income ................................................... 994 181 3,236 370
Preferred stock dividends .................................... 699 -- 2,097 --
------ ------ ------- -------
Net income available to common shares ........................ $ 295 $ 181 $ 1,139 $ 370
====== ====== ======= =======
Net income per common share .................................. $ .05 $ .03 $ .20 $ .06
====== ====== ======= =======
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.
4
<PAGE>
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................................................ $ 3,236 $ 370
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization ....................................... 7,913 8,131
Amortization of deferred costs ................................................. 201 --
Changes in current assets & liabilities:
Accounts receivable, trade ................................................. (72) 2,063
Other current assets ....................................................... 89 (39)
Accounts payable, trade .................................................... 5,534 (1,563)
Deferred income ............................................................ 194 --
Change in long-term gas balancing receivable ................................... 184 163
Change in other assets, net .................................................... (53) (229)
Change in deferred income ...................................................... (25) (32)
Change in long-term gas balancing payable ...................................... (79) (130)
-------- --------
Cash provided by operating activities ...................................... 17,122 8,734
-------- --------
Cash flows from investing activities:
Capital expenditures .............................................................. (20,402) (16,860)
Cash proceeds from sale of mineral interests ...................................... 528 80
-------- --------
Cash used in investing activities .......................................... (19,874) (16,780)
-------- --------
Cash flows from financing activities:
Increase in debt .................................................................. 8,850 6,000
Payments on debt .................................................................. -- (2,383)
Increase in accrued preferred stock dividends payable ............................. 443 --
Dividends paid on preferred stock ................................................. (2,097) --
-------- --------
Cash provided by (used in) financing activities ............................ 7,196 3,617
-------- --------
Net increase (decrease) in cash and cash equivalents ................................. 4,444 (4,429)
Cash and cash equivalents:
Balance, beginning of period ...................................................... 4,265 7,285
-------- --------
Balance, end of period ............................................................ $ 8,709 $ 2,856
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
CALLON PETROLEUM COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 nine months ended September 30, 1996, the Company recorded
income tax expense of $1,133,000 which was offset by a reduction in the
deferred tax asset valuation allowance of an equal amount. The reduction
in the valuation allowance was based on management's current estimate of
the realizability of the deferred tax asset.
6
<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
substantially 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
availability 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 financial position and results of operations for the three and
nine-month periods ended September 30, 1996 and 1995. The Company's 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 nine months ending September
30, 1996 totaled $17.1 million. Additional cash was received as a result of the
$8.9 million draw on the Company's Credit Facility and the sale of certain
mineral interests in the amount of $.5 million. During the first nine months of
1996, gross capital expenditures of $20.4 million were incurred, including the
$1.5 million acquisition of a production facility and the payment of $12.2
million to the Mineral Management Service for the 18 leases acquired in the
offshore lease sales discussed below. The remaining $6.7 million consists of the
purchase of several additional leases and seismic surveys in the Company's
current focus area, production facility improvements, capitalized overhead and
the purchase of office furniture and fixtures. Other expenditures during the
first nine months of 1996 were $1.7 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 September 30, 1996, the Company had a working capital surplus of $3.0 million
and a current ratio of 1.2 to 1.
In 1996, the Company joined with Murphy Exploration and Production, Inc.
("Murphy") to acquire offshore oil and gas leases located in the Gulf of Mexico
off the coast of Louisiana. Twelve of these leases, encompassing 65,000 acres
were purchased at the U.S. Department of the Interior's Outer
7
<PAGE>
Continental Shelf (OCS) Lease Sale #157, held in New Orleans, Louisiana on April
24, 1996, by the Minerals Management Service ("MMS"). The Company owns a 25%
working interest and its share of the lease costs was approximately $11.4
million.
On September 25, 1996, the Company and Murphy submitted bids on six additional
offshore leases encompassing approximately 35,000 acres at the OCS Lease Sale
#161, held in New Orleans, Louisiana by the MMS. If the bids are approved and
the leases are awarded, the Company's share of the costs will be $3.8 million,
of which $.8 million had been paid as of September 30, 1996. The Company will
own a 25% working interest in the awarded leases.
EXPLORATION AND DEVELOPMENT BUDGET
The Company's current capital budget contemplates the drilling of nine
development wells and 12 exploratory wells during late 1996 and 1997 at an
estimated net costs to the Company to drill and complete of $34.9 million. An
additional $34.2 million is expected for the construction and improvements to
various production facilities, the acquisition of leases and other exploration
and development costs. No assurances can be given that the Company's proposed
operations will be completed within the time frame indicated or that the
estimated cost of exploration and development will not materially exceed initial
estimates. The proposed capital budget is expected to be financed through cash
flows from operations, borrowings under the Company's credit facility with a
commercial bank and the proceeds from a proposed $15 million offering of Senior
Subordinated Notes ($17.25 million if the Underwriter's overallotment option is
exercised).
CREDIT FACILITY
Effective October 31, 1996, the Company amended and restated its Credit Facility
which is secured by mortgages covering substantially all of the Company's
producing oil and gas properties. The Credit Facility provides for borrowings of
a maximum of the lesser of $50 million and a borrowing base ("Borrowing Base")
determined periodically on the basis of a discounted present value attributable
to the Company's proven producing oil and gas reserves. Through May 15, 1997,
the Credit Facility provides a $30 million Borrowing Base. The Company
may borrow, pay, reborrow and repay under the Credit Facility until October 31,
2000, on which date the Company must repay in full all amounts then outstanding.
8
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain unaudited operating information with
respect to the oil and gas operations of the Company:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- ------------------------------
1996 1995 1996 1995
------------ ----------- ------------ ---------
<S> <C> <C> <C> <C>
Production Data:
Oil (MBbls) .................................... 149 180 451 430
Gas (MMcf) ..................................... 1,872 1,605 4,784 5,279
Total production (MMcfe) ....................... 2,766 2,685 7,490 7,860
Average Sales Price Per Unit:
Oil (per Bbl) .................................. $ 17.90 $ 16.54 $ 18.05 $ 16.68
Gas (per Mcf) .................................. 1.96 1.89 2.18 1.88
Total production (per Mcfe) .................... 2.29 2.24 2.48 2.18
Average Costs (per Mcfe):
Lease operating expenses
(excluding severance taxes) .................. $ 0.51 $ 0.56 $ 0.56 $ 0.50
Severance taxes ................................ 0.19 0.16 0.20 0.16
Depreciation, depletion and
amortization ................................. 1.03 0.99 1.03 1.01
General and administrative
(net of management fees) ..................... 0.23 0.33 0.31 0.38
</TABLE>
COMPARISON OF RESULTS OF THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND THE
THREE MONTHS ENDED SEPTEMBER 30, 1995
OIL AND GAS PRODUCTION AND REVENUES
Total oil and gas revenues increased slightly from $6.2 million in 1995 to $6.3
million in 1996. This increase is the net result of increased gas production and
increased prices for both oil and natural gas, offset by a decline in oil
production.
Oil production during the third quarter of 1996 declined to 149,000 barrels and
generated $2.7 million compared to 180,000 barrels and $3.0 million in the same
period in 1995. The third quarter average daily production decreased from 1,957
per day in 1995 to 1,619 per day in 1996. Average oil prices received in the
third quarter of 1996 were $17.90 compared to $16.54 in 1995. When compared to
the third quarter of 1995, the Company has experienced an unfavorable production
variance of $.5 million offset by a favorable price variance of $.3 million.
9
<PAGE>
Gas production during the third quarter of 1996 totaled 1.87 billion cubic feet
and generated $3.6 million in revenues compared to 1.61 billion cubic feet and
$3.0 million in revenues during the same period in 1995. The average sales price
for the third quarter of 1996 averaged $1.96 per thousand cubic feet compared to
$1.89 per thousand cubic feet at this time last year. Increased production and
prices resulted in a 20% increase in gas revenues. Production from Chandeleur
Block 40 and the Escambia Minerals properties more than offset the production
decline at the North Dauphin Island Field. As noted in prior reports, the North
Dauphin Island Field has a rapid production decline curve, which, during the
third quarter of 1996, was mitigated by the accrual of $996,000 (526,000 Mcf).
The accrual represents production from October 1993 to September 1996 attributed
to a disputed interest in a lease which was being held in suspense pending
resolution of ownership. During August of 1996, these disputes were resolved in
the Company's favor.
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
SEPTEMBER 30, SEPTEMBER 30,
---------------- ---------------------
1996 1995 1996 1995
------- ------ --------- ---------
Chandeleur Block 40 ................. -- -- 402,000 32,000
Black Bay Complex ................... 52,000 59,000 -- 6,000
North Dauphin Island Field .......... -- -- 1,039,000 1,220,000
Escambia Minerals properties ........ 50,000 52,000 87,000 78,000
Other properties .................... 47,000 69,000 344,000 269,000
------- ------ --------- ---------
Total .......................... 149,000 180,000 1,872,000 1,605,000
======= ======= ========= =========
LEASE OPERATING EXPENSES
Lease operating expenses, excluding severance taxes, for the three-month period
ended September 30, 1996 were $1.4 million. This compares to $1.5 million for
the third quarter in 1995. Severance taxes for the three-month period ended
September 30, 1996 were $537,000 and compares to $440,000 for the third quarter
in 1995, which is consistent with the increase in gas production. Included in
lease operating expenses and severance taxes for the third quarter of 1996 is
$87,000 and $73,000, respectively, related to the North Dauphin Island Field
accrual discussed above.
DEPRECIATION, DEPLETION AND AMORTIZATION
Depreciation, depletion and amortization for the three months ending September
30, 1996 and 1995 was $2.9 million and $2.7 million, respectively. On a per Mcf
equivalent basis at September 30, 1996, the amount was $1.03 and compares to
$0.99 for the same period in 1995.
10
<PAGE>
GENERAL AND ADMINISTRATIVE
General and administrative expense for the three months ended September 30, 1996
was $0.6 million compared to $0.9 million for the three months ended September
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 $550,000 during the three months ended September
30, 1995 to $136,000 during the three months ended September 30, 1996 reflecting
the reduction in the Company's debt using the proceeds from the sale of
preferred stock in November, 1995.
COMPARISON OF RESULTS OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1995
OIL AND GAS PRODUCTION AND REVENUES
For the nine months ended September 30, 1996, total oil and gas revenues
increased by $1.2 million, or 7%, to $18.6 million when compared to $17.4
million for the same period in 1995. This increase is the result of increased
sales prices in both oil and gas.
For the nine months ending September 30, 1996, oil production and revenues
increased to 451,000 barrels and $8.1 million, respectively. For the comparable
period in 1995, oil production was 430,000 barrels while revenues totaled $7.2
million. Oil prices during the first nine months of 1996 averaged $18.05,
compared to $16.68 for the same period in 1995. Total oil revenues have
increased 13% over the September, 1995 level as a result of this price increase
and increased production from the Escambia Minerals properties.
Gas production and revenue for the nine-month period ending September 30, 1996,
was 4.8 billion cubic feet and $10.4 million, respectively, and is a decline
from the gas production of 5.3 billion cubic feet and gas revenues of $9.9
million in the first nine months of 1995. The average sales price for natural
gas sold in the first nine months in 1996 was $2.18 per Mcf, a $0.30 per Mcf
increase over the average price for the same period in 1995. Revenues gained
from the price increase, coupled with the decreased production resulted in a net
5% increase in total gas revenues. Included in gas production and revenue for
the nine-month period ended September 30, 1996 is 526,000 Mcf and $996,000,
respectively, representing production from October 1993 to September 1996
atttributed to a disputed interest in a lease which was resolved in the
Company's favor during August 1996.
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)
----------------- ---------------------
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ---------------------
1996 1995 1996 1995
------- ------- --------- ---------
Chandeleur Block 40 ................ -- -- 1,158,000 104,000
Black Bay Complex .................. 152,000 169,000 -- 6,000
North Dauphin Island Field ......... -- -- 2,514,000 4,074,000
Escambia Minerals properties ....... 144,000 53,000 220,000 81,000
Other properties ................... 155,000 208,000 892,000 1,014,000
------- ------- --------- ---------
Total ......................... 451,000 430,000 4,784,000 5,279,000
======= ======= ========= =========
11
<PAGE>
LEASE OPERATING EXPENSES
Lease operating expenses, excluding severance taxes, for the first nine months
of 1996 increased by 5% to $4.2 million from $3.9 million for the 1995
comparable period. This increase is primarily attributable to 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 18% to $1.5 million during the first nine months of 1996 from $1.3 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 nine months of 1996 was
$7.7 million, or $1.03 per Mcf equivalent. For the same period in 1995, the
total was $7.9 million and $1.01 per Mcf equivalent.
GENERAL AND ADMINISTRATIVE
During the first nine months of 1996, general and administrative expenses
declined by 21% to $2.4 million, compared to $3.0 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 as of September 30, 1996 was $184,000 compared to $1,441,000
for the same period in 1995. This expense reduction is attributable to the
reduction in the Company's debt using the proceeds from the sale of preferred
stock in November, 1995.
12
<PAGE>
CALLON PETROLEUM COMPANY
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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
reference 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)
4.4 Indenture for Convertible Debentures (incorporated by
reference from Exhibit 4.4 of the Company's Report on Form
10-K for the period ended December 31, 1995)
4.5 Form of Notes Indenture (incorporated by reference from
Exhibit 4.5 of the Company's Registration Statement on Form
S-1, Reg. No. 333-15501)
4.6 Form of Global Certificate (included in Exhibit 4.5)
(incorporated by reference from Exhibit 4.6 of the Company's
Registration Statement on Form S-1, Reg. No. 333-15501)
13
<PAGE>
10. Material contracts
10.1 Contingent Share Agreement dated September 16, 1994 between
the Company and the Callon Stockholders (incorporated 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. (incorporated 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 (incorporated 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 1, 1996 between the
Company and Fred L. Callon (incorporated by reference from
Exhibit 10.4 of the Company's Registration Statement on Form
S-1, Reg. No. 333-15501)
10.5 Callon Petroleum Company 1994 Stock Incentive Plan
(incorporated by reference from Exhibit 10.5 of the Company's
Registration Statement on Form 8-B filed October 3, 1994)
10.6 Callon Petroleum Company 1996 Stock Incentive Plan
(incorporated by reference from Exhibit 10.6 of the Company's
Registration Statement on Form S-1, Reg. No. 333-15501)
10.7 Employment Agreement effective September 1, 1996, between the
Company and Dennis W. Christian (incorporated by reference
from Exhibit 10.7 of the Company's Registration Statement on
Form S-1, Reg. No. 333-15501)
10.8 Employment Agreement effective September 1, 1996, between the
Company and John S. Weatherly (incorporated by reference from
Exhibit 10.8 of the Company's Registration Statement on Form
S-1, Reg. No. 333-15501)
10.9 Amended and Restated Credit Agreement by and between the
Company, Callon Petroleum Operating Company, Callon Offshore
Production, Inc. and The Chase Manhattan Bank (incorporated by
reference from Exhibit 10.9 of the Company's Registration
Statement on Form S-1, Reg. No. 333-15501)
10.10 Consulting Agreement between the Company and John S. Callon
dated June 19, 1996 (incorporated by reference from Exhibit
10.10 of the Company's Registration Statement on Form S-1,
Reg. No. 333-15501)
14
<PAGE>
11. Statement 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.
None.
* Inapplicable to this filing
15
<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 NOVEMBER 14, 1996 By /S/ JOHN S.WEATHERLY
John S. Weatherly, Senior Vice President,
Chief Financial Officer and Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF CALLON PETROLEUM COMPANY FOR
THE PERIOD ENDED SEPTEMBER 30, 1996 WHICH ARE PRESENTED IN ITS QUARTERLY REPORT
ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
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0
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