<PAGE> 1
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 MARCH 31, 2000 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 May 3, 2000, there were 12,269,024 shares of the Registrant's Common
Stock, par value $0.01 per share, outstanding.
<PAGE> 2
CALLON PETROLEUM COMPANY
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets as of March 31,
2000 and December 31, 1999 3
Consolidated Statements of Operations for Each of the
Three Months in the Periods Ended March 31, 2000 and
March 31, 1999 4
Consolidated Statements of Cash Flows for Each of the
Three Months in the Periods Ended March 31, 2000 and
March 31, 1999 5
Notes to Consolidated Financial Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
PART II. OTHER INFORMATION 13
</TABLE>
2
<PAGE> 3
CALLON PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,664 $ 34,671
Accounts receivable 9,305 5,362
Other current assets 1,736 1,004
--------- ---------
Total current assets 22,705 41,037
--------- ---------
Oil and gas properties, full cost accounting method:
Evaluated properties 541,550 511,689
Less accumulated depreciation, depletion and amortization (365,394) (361,758)
--------- ---------
176,156 149,931
Unevaluated properties excluded from amortization 39,703 44,434
--------- ---------
Total oil and gas properties 215,859 194,365
--------- ---------
Pipeline and other facilities 5,779 5,860
Other property and equipment, net 1,585 1,450
Deferred tax asset 14,398 14,995
Long-term gas balancing receivable 266 243
Other assets, net 1,829 1,927
--------- ---------
Total assets $ 262,421 $ 259,877
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 17,973 $ 16,786
Undistributed oil and gas revenues 1,978 2,082
Accrued net profits payable 1,894 1,676
--------- ---------
Total current liabilities 21,845 20,544
--------- ---------
Accounts payable and accrued liabilities to be refinanced 2,089 --
Long-term debt 100,250 100,250
Deferred revenue on sale of production payment interest 10,876 12,080
Accrued retirement benefits 1,669 2,107
Long-term gas balancing payable 572 516
--------- ---------
Total liabilities 137,301 135,497
--------- ---------
Stockholders' equity:
Preferred stock, $0.01 par value, 2,500,000 shares authorized; 1,040,461 shares of
Convertible Exchangeable Preferred Stock, Series A, issued and outstanding
at March 31, 2000 and 1,045,461 shares outstanding at December 31, 1999 with
a liquidation preference of $26,011,525 at March 31, 2000 11 11
Common stock, $0.01 par value, 20,000,000 shares authorized; 12,264,101 and
12,239,238 outstanding at March 31, 2000 and at December 31, 1999, respectively 123 122
Treasury stock (99,078 shares at cost) (1,183) (1,183)
Capital in excess of par value 149,553 149,425
Retained earnings (deficit) (23,384) (23,995)
--------- ---------
Total stockholders' equity 125,120 124,380
--------- ---------
Total liabilities and stockholders' equity $ 262,421 $ 259,877
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Revenues:
Oil and gas sales $ 9,448 $ 7,969
Interest and other 670 405
------- -------
Total revenues 10,118 8,374
------- -------
Costs and expenses:
Lease operating expenses 1,820 1,608
Depreciation, depletion and amortization 3,717 3,963
General and administrative 1,042 1,061
Interest 1,775 1,027
------- -------
Total costs and expenses 8,354 7,659
------- -------
Income from operations 1,764 715
Income tax expense 600 243
------- -------
Net income 1,164 472
Preferred stock dividends 553 831
------- -------
Net income (loss) available to common shares $ 611 $ (359)
======= =======
Net income (loss) per common share:
Basic $ 0.05 $ (0.04)
======= =======
Diluted $ 0.05 $ (0.04)
======= =======
Shares used in computing net income (loss) per common share:
Basic 12,156 8,477
======= =======
Diluted 12,354 8,477
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CALLON PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
MARCH 31, MARCH 31,
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,164 $ 472
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation, depletion and amortization 3,826 4,093
Amortization of deferred costs 221 141
Amortization of deferred production payment revenue (1,204) --
Deferred income tax expense 597 243
Noncash compensation related to compensations plans 70 140
Changes in current assets and liabilities:
Accounts receivable (3,943) 336
Other current assets (732) 276
Current liabilities 1,440 (2,462)
Change in gas balancing receivable (23) 8
Change in gas balancing payable 56 (172)
Change in other long-term liabilities (438) (52)
Change in other assets, net (123) (58)
-------- --------
Cash provided (used) by operating activities 911 2,965
-------- --------
Cash flows from investing activities:
Capital expenditures (23,424) (10,903)
Cash proceeds from sale of mineral interests -- 154
-------- --------
Cash provided (used) by investing activities (23,424) (10,749)
-------- --------
Cash flows from financing activities:
Increase in debt -- 8,000
Equity issued related to employee stock plans 59 66
Purchase of treasury shares -- (262)
Common stock cancelled -- (1,615)
Cash dividends on preferred stock (553) (555)
-------- --------
Cash provided (used) by financing activities (494) 5,634
-------- --------
Net increase (decrease) in cash and cash equivalents (23,007) (2,150)
Cash and cash equivalents:
Balance, beginning of period 34,671 6,300
-------- --------
Balance, end of period $ 11,664 $ 4,150
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE> 6
CALLON PETROLEUM COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. BASIS OF PRESENTATION
The financial information presented as of any date other than December 31,
has been prepared from the books and records without audit. Financial
information as of December 31, has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary for
the fair presentation of the financial information for the period
indicated, have been included. For further information regarding the
Company's accounting policies, refer to the Consolidated Financial
Statements and related notes for the year ended December 31, 1999 included
in the Company's Annual Report on Form 10-K dated March 23, 2000.
2. PER SHARE AMOUNTS
Basic earnings or loss per common share were computed by dividing net
income or loss by the weighted average number of shares of common stock
outstanding during the quarter. Diluted earnings or loss per common share
were determined on a weighted average basis using common shares issued and
outstanding adjusted for the effect of stock options considered common
stock equivalents computed using the treasury stock method and the effect
of the convertible preferred stock (if dilutive). The earnings per share
computation for the three-month period ended March 31, 1999 excluded all
stock options from the computation of diluted loss per share because they
were antidilutive. The conversion of the preferred stock was not included
in any calculation due to their antidilutive effect on diluted income or
loss per share.
A reconciliation of the basic and diluted earnings per share computation is
as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
(a) Net income (loss) available
for common stock $ 611 $ (359)
(b) Weighted average shares
outstanding 12,156 8,477
(c) Dilutive impact of stock options 198 --
(d) Total diluted shares 12,354 8,477
Stock options excluded due to antidilutive impact -- 44
Basic earnings (loss) per share a/b $ 0.05 $ (0.04)
Diluted earnings (loss) per share a/d $ 0.05 $ (0.04)
</TABLE>
6
<PAGE> 7
3. HEDGING CONTRACTS
The Company periodically uses derivative financial instruments to manage
oil and gas price risks. Settlements of gains and losses on commodity price
swap contracts are generally based upon the difference between the contract
price or prices specified in the derivative instrument and a NYMEX price
and are reported as a component of oil and gas revenues. Gains or losses
attributable to the termination of a swap contract are deferred and
recognized in revenue when the oil and gas is sold. Approximately $79,800
and $1,004,000 were recognized as additional oil and gas revenue in the
first quarter of 2000 and 1999, respectively.
As of March 31, 2000, the Company had open natural gas collar contracts
with third parties whereby minimum floor prices and maximum ceiling prices
are contracted and applied to related contract volumes. These agreements in
effect for 2000 are for average gas volumes of 392,857 Mcf per month
through October 2000 at (on average) a ceiling price of $2.72 and floor
price of $2.50. The Company had no open crude oil contracts at March 31,
2000.
4. STOCKHOLDERS' EQUITY
During the first quarter of 1999 certain preferred stockholders through
private transactions, agreed to convert 210,350 shares of Preferred Stock
into 502,632 shares of the Company's Common Stock. Any non-cash premium
negotiated in excess of the conversion rate was recorded as additional
preferred stock dividends and excluded from the Consolidated Statements of
Cash Flows. In addition, 5,000 shares of Preferred Stock were converted
during the first quarter of 2000 at the conversion rate.
The Company granted 533,000 stock options to employees on March 23, 2000 at
$10.50 per share subject to shareholder approval of the amendment to the
1996 Stock Incentive Plan. The amendment, which was approved on May 9, 2000
at the Annual Meeting of Shareholders, increased the number of shares
reserved for issuance under the 1996 plan. The excess of the market price
over the exercise price on the approval date of the amendment will be
amortized over the vesting period of the options.
5. STOCKHOLDER RIGHTS PLAN
The Company adopted a stockholder rights plan on March 30, 2000, designed
to assure that the Company's stockholders receive fair and equal treatment
in the event of any proposed takeover of the Company and to guard against
partial tender offers, squeeze-outs, open market accumulations, and other
abusive tactics to gain control without paying all stockholders a fair
price. The rights plan was not adopted in response to any specific takeover
proposal. Under the rights plan, the Company declared a dividend of one
right ("Right") on each share of the Company's Common Stock. Each Right
will entitle the holder to purchase one one-thousandth of a share of a
Series B Preferred Stock, par value $0.01 per share, at an exercise price
of $90 per one one-thousandth of a share. The Rights are not currently
exercisable and will become exercisable only in the event a person or group
acquires, or engages in a tender or exchange offer to acquire, beneficial
ownership of 15 percent or more (one existing stockholder was granted and
exception for up to 21 percent) of the Company's Common Stock. After the
Rights become exercisable, each Right will also entitle its holder to
purchase a number of common shares of the Company having a market value of
twice the exercise price. The dividend distribution was made to
stockholders of record at the close of business on April 10, 2000. The
Rights will expire on March 30, 2010.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements other than statements of historical facts included in
this report regarding the Company's financial position, adequacy of resources,
estimated reserve quantities, business strategies, plans, objectives and
expectations for future operations and covenant compliance, are forward-looking
statements. The Company can give no assurances that the assumptions upon which
such forward-looking statements are based will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations ("Cautionary Statements") are disclosed below, in the
section "Risk Factors" included in the Company's Form 10-K, elsewhere in this
report and from time to time in other filings made by the Company with the
Securities and Exchange Commission. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified by the Cautionary Statements.
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 and its ability to find, develop and acquire additional oil and
gas reserves that are economically recoverable. The Company's ability to
maintain or increase its borrowing capacity and to obtain additional capital on
attractive terms is also influenced by oil and gas prices. Prices for oil and
gas are subject to large fluctuations 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 regulations, 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. The Company uses derivative financial instruments
for price protection purposes on a limited amount of its future production and
does not use them for trading purposes.
The following discussion is intended to assist in an understanding of the
Company's historical financial position and results of operations. The Company's
historical financial statements and notes thereto included elsewhere in this
quarterly report contains detailed information that should be referred to in
conjunction with the following discussion.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of capital are its cash flows from operations,
borrowings from financial institutions and the sale of debt and equity
securities. Net cash and cash equivalents during the three months ending March
31, 2000 decreased by $23 million and net cash flows from operations before
working capital changes totaled $5.9 million. Net capital expenditures for the
period totaled $23.4 million. These funds were expended in exploration drilling
and completion of oil and gas properties.
At March 31, 2000, the Company had working capital of $.8 million.
On November 3, 1999 the Company completed a public offering of 3,680,000 shares
of common stock at a price to the public of $11.875 per share. The Company is
using the net proceeds, together with its cash flows and borrowings under its
Credit Facility to fund the 2000 capital expenditure budget.
8
<PAGE> 9
CAPITAL EXPENDITURES
Capital expenditures for exploration and development costs related to oil and
gas properties totaled approximately $25.1 million in the first quarter of 2000.
The Company incurred approximately $12.6 million in the Gulf of Mexico Shelf
area primarily in the development of the 1999 discoveries at South Marsh Island
261 and East Cameron 275. Included in these expenditures as exploration costs,
were approximately $4.8 million related to two unsuccessful Gulf of Mexico Shelf
prospects evaluated during the first quarter of 2000. The Gulf of Mexico
Deepwater area expenditures accounted for the remainder of the total capital
expended, with two unsuccessful exploration projects totaling $5.8 million and
the balance for additional delineation drilling at the Company's Medusa
discovery and the commencement of drilling of a test well at the Entrada
prospect in the first quarter of 2000. Interest and general and administrative
costs allocable directly to exploration and development projects were
approximately $2.5 million for the first quarter of 2000.
The Entrada prospect test well, located on Garden Banks Block 782, discussed
above was deemed a discovery in April 2000. Future delineation drilling and
testing will be required to quantify the impact the Entrada discovery will have
on the Company. As a result of the recent successes by the Company in the Gulf
of Mexico Deepwater area, the Company is faced with increased costs to develop
these significant proved undeveloped reserves. Primarily all of the future
development costs will be incurred in 2001 and beyond. The Company is currently
evaluating various financing alternatives to address these issues.
For the remainder of the year, the Company will continue evaluating property
acquisitions and drilling opportunities. The Company has budgeted up to $50
million in capital expenditures for the remainder of 2000. The major portion of
the capital expenditure budget will be used to drill development and exploratory
wells to increase total proved reserves and increase production for the Company.
The Company currently estimates that its budget for the remainder of 2000 can be
financed with available cash, projected cash flow from operations and unused
capacity under the Company's Credit Facility.
DISCLOSURE ABOUT MARKET RISKS
The Company's revenues are derived from the sale of its crude oil and natural
gas production. In recent months, the prices for oil and gas have increased;
however, they remain extremely volatile and sometimes experience large
fluctuations as a result of relatively small changes in supplies, weather
conditions, economic conditions and government actions. From time to time, the
Company enters into derivative financial instruments to hedge oil and gas price
risks for the production volumes to which the hedge relates. The hedges reduce
the Company's exposure on the hedged volumes to decreases in commodity prices
and limit the benefit the Company might otherwise have received from any
increases in commodity prices on the hedged volumes.
The Company also enters into price "collars" to reduce the risk of changes in
oil and gas prices. Under these arrangements, no payments are due by either
party so long as the market price is above the floor price set in the collar and
below a ceiling. If the price falls below the floor, the counter-party to the
collar pays the difference to the Company and if the price is above the ceiling,
the counter-party receives the difference.
9
<PAGE> 10
The Company enters into these various agreements from time to time to reduce the
effects of volatile oil and gas prices and do not enter into hedge transactions
for speculative purposes. See Note 3 to the Consolidated Financial Statements
for a description of the Company's hedged position at March 31, 2000.
Approximately $79,800 related to hedging was recognized as oil and gas revenue
in the first three months of 2000. There have been no significant changes in
market risks faced by the Company since the end of 1999.
RESULTS OF OPERATIONS
The following table sets forth certain unaudited operating information with
respect to the Company's oil and gas operations for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
----------------------
2000(a)(b) 1999(a)
---------- --------
<S> <C> <C>
Production volumes:
Oil (MBbls) 61 90
Gas (MMcf) 3,107 3,369
Total production (MMcfe) 3,471 3,909
Average daily production (MMcfe) 38.2 43.4
Average sales price: (a)
Oil (Bbls) $ 26.42 $ 11.49
Gas (Mcf) 2.52 2.06
Total (Mcfe) 2.72 2.04
Average costs (per Mcfe):
Lease operating (excluding severance taxes) $ 0.44 $ 0.35
Severance taxes 0.08 0.06
Depreciation, depletion and amortization 1.05 1.01
General and administrative (net of
management fees) 0.30 0.27
</TABLE>
(a) Includes hedging gains and losses
(b) Includes volumes of 582 MMcf at an average price of $2.08 per Mcf
associated with a volumetric production payment
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND THE THREE MONTHS ENDED MARCH 31, 1999.
Oil and Gas Production and Revenues
Total oil and gas revenues increased 19% from $8.0 million in the first quarter
of 1999 to $9.5 million in the first quarter of 2000. Oil and gas prices were
higher when compared to the same period in 1999.
10
<PAGE> 11
Gas production during the first quarter of 2000 totaled 3.1 billion cubic feet
and generated $7.8 million in revenues compared to 3.4 billion cubic feet and
$6.9 million in revenues during the same period in 1999. The average sales price
for the first quarter of 2000 averaged $2.52 per thousand cubic feet compared to
$2.06 per thousand cubic feet at this time last year. When compared to the same
quarter last year, the Company's gas production decreased by 8% as a result of
production declines in some of the Company's older producing properties and the
depletion of Main Pass 31 offset by the new production at Kemah and High Island
A-494 and increases at Eugene Island 335 and Vermilion 130. These production
declines were expected and considered normal.
Oil production during the first quarter of 2000 totaled 60,800 barrels and
generated $1.6 million in revenues compared to 90,100 barrels and $1.0 million
in revenues for the same period in 1999. Average oil prices received in the
first quarter of 2000 were $26.42 compared to $11.49 in 1999. The strong oil
prices received in the first quarter of 2000 offset the decrease in production.
See the table below for variances by major producing property.
The following table summarizes oil and gas production from the Company's major
producing properties for the comparable periods.
<TABLE>
<CAPTION>
OIL PRODUCTION GAS PRODUCTION
(BBLS) (MCF)
------------------- -----------------------
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999 2000 1999
------ ------ --------- ---------
<S> <C> <C> <C> <C>
Mobile Block 864 Area 0 0 1,440,700 1,263,100
Chandeleur Block 40 0 0 103,600 302,700
Main Pass 163 Area 0 0 379,200 527,900
North Dauphin Island 0 0 85,700 141,600
Eugene Island 335 6,900 4,800 231,000 189,600
Vermilion 130 0 0 134,500 38,400
Main Pass 26 4,300 17,000 102,200 235,900
Main Pass 31 0 16,300 0 477,700
High Island Block A-494 0 0 248,700 0
Escambia Minerals 29,300 36,900 47,600 66,900
Kemah 2,600 0 175,900 0
Other properties 17,700 15,100 157,400 125,000
------ ------ --------- ---------
Total 60,800 90,100 3,106,500 3,368,800
====== ====== ========= =========
</TABLE>
Lease Operating Expenses
Lease operating expenses, including severance taxes, for the three-month period
ending March 31, 2000 were $1.8 million compared to $1.6 million for the same
period in 1999.
11
<PAGE> 12
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the three months ending March 31,
2000 decreased over 1999. When compared to the same quarter in 1999, lower
production volumes and a higher average rate in 2000 resulted in the
differences.
General and Administrative
General and administrative expense remained relatively constant and for the
three months ended March 31, 2000 was $1.0 million compared to $1.1 million for
the three months ended March 31, 1999.
Interest Expense
Interest expense increased from $1.0 million during the three months ended March
31, 1999 to $1.8 million during the three months ended March 31, 2000 reflecting
the increase in the Company's long-term debt.
12
<PAGE> 13
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, filed
August 4, 1994, 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, filed August 4, 1994, 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, filed August 4, 1994, 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 Convertible Exchangeable Preferred
Stock, Series A (incorporated by reference from Exhibit
4.3 of the Company's Registration Statement on Form
S-1/A, filed November 13, 1995, Reg. No. 33-96700)
13
<PAGE> 14
4.4 Indenture for Convertible Debentures (incorporated by
reference from Exhibit 4.4 of the Company's
Registration Statement on Form S-1, filed November 13,
1995, Reg. No. 33-96700)
4.5 Certificate of Correction on Designation of Series A
Preferred Stock (incorporated by reference from Exhibit
4.4 of the Company's Registration Statement on Form
S-1, filed November 22, 1996, Reg. No. 333-15501)
4.6 Form of Note Indenture for the Company's 10% Senior
Subordinated Notes due 2001 (incorporated by reference
from Exhibit 4.6 of the Company's Registration
Statement on Form S-1, filed November 22, 1996, Reg.
No. 333-15501)
4.7 Form of Note Indenture for the Company's 10.25% Senior
Subordinated Notes due 2004 (incorporated by reference
from Exhibit 4.10 of the Company's Registration
Statement on Form S-2, filed June 14, 1999, Reg. No.
333-80579)
4.8 Rights Agreement between Callon Petroleum Company and
American Stock Transfer & Trust Company, Rights Agent,
dated March 30, 2000 (incorporated by reference from
Exhibit 4 of the Company's 8-K filed April 6, 2000)
10. Material contracts*
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
There were no reports on Form 8-K filed during the First Quarter
of 2000.
- --------------------------------
*Inapplicable to this filing
14
<PAGE> 15
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: May 10, 2000 By: /s/ John S. Weatherly
------------ ------------------------------------
John S. Weatherly, Senior Vice President and
Chief Financial Officer
(on behalf of the registrant and as the principal
financial officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED FINANCIAL STATEMENT OF CALLON PETROLEUM COMPANY FOR THE
PERIOD ENDING MARCH 31, 2000 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
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 11,664
<SECURITIES> 0
<RECEIVABLES> 9,305
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,705
<PP&E> 598,611
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0
11
<COMMON> 123
<OTHER-SE> 124,986
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<SALES> 9,448
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</TABLE>
