0000928022false00009280222023-08-022023-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2023
callonlogorgba09.jpg
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
DE001-1403964-0844345
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston, TX 77042
(Address of Principal Executive Offices, and Zip Code)

(281) 589-5200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCPENYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐    Emerging growth company     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition

The following information, including the press releases and certain financial and operational supplemental information attached as exhibits, is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition,” not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On August 2, 2023, Callon Petroleum Company issued the press release, attached as Exhibit 99.1, and certain financial and operational supplemental information, attached as Exhibit 99.2, regarding the Company’s second quarter 2023 financial and operating results.

Item 7.01. Regulation FD

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



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 hereunto duly authorized.


Callon Petroleum Company
(Registrant)
August 2, 2023/s/ Kevin Haggard
Kevin Haggard
Senior Vice President and Chief Financial Officer



Exhibit 99.1
Callon Petroleum Company Announces Second Quarter 2023 Results

Delivered 7% sequential production growth
Capital expenditures at low end of guidance
13th straight quarter of delivering adjusted free cash flow
Share buyback program to commence in 3Q

HOUSTON, August 2, 2023 /PRNewswire/ - Callon Petroleum Company (NYSE: CPE) (“Callon” or the “Company”) today reported second quarter 2023 financial and operating results. A conference call to discuss the results is planned for 8 a.m. CDT, Thursday, August 3. Slides accompanying today’s release are available at www.callon.com/investors.
Second Quarter 2023 Highlights
•Generated 7% sequential growth in total daily production volumes and 5% sequential growth in daily oil volumes (107 MBoe/d and 63 MBbls/d, respectively)
•Capital expenditures at the low end of guidance at $285.1 million
•Reduced lease operating expense on a per unit basis by 6% sequentially
•3rd Bone Spring Shale well in Ward County is outperforming expectations, expanding the development area for this formation within the Company’s Delaware Basin footprint
•Net loss of $107.9 million, or $1.74 per share (all share amounts are stated on a diluted basis), adjusted EBITDAX of $332.3 million, and adjusted income of $123.1 million or $1.99 per share
•Net cash provided by operating activities was $279.5 million and adjusted free cash flow was $12.3 million

“The second quarter highlighted the contributions from several large-scale projects across the Permian Basin combined with improvements in our cash operating structure and efficiencies in our capital spending program,” said Joe Gatto, President and Chief Executive Officer. “We enter the second half of 2023 as a Permian-focused company with multiple initiatives to drive further improvements in our capital efficiency and operating margins which are already delivering near-term results. Importantly, we now progress forward with another lever to increase shareholder value through a share repurchase program that will complement further reductions in our debt balances.”
Financial Results
Callon reported a second quarter 2023 net loss of $107.9 million, or $1.74 per share, and adjusted EBITDAX of $332.3 million. Excluding a one-time $406.9 million non-cash impairment charge related to the sale of the Eagle Ford assets as well as other items, adjusted income was $123.1 million, or $1.99 per share.
The Company generated $279.5 million of net cash provided from operating activities in the second quarter. Total operational capital expenditures for the quarter were $285.1 million. Callon expects adjusted free cash flow to increase in the second half of 2023 materially and be allocated between debt reduction and the recently announced two-year, $300 million share buyback program.
Operational Results
Second quarter production averaged 107 MBoe/d (59% oil and 80% liquids), in line with guidance. During the quarter, 32 gross wells were turned in-line.
Average realized commodity prices during the quarter were $73.52 per Bbl for oil (100% of NYMEX WTI), $19.87 per Bbl for natural gas liquids, and $1.23 per MMBtu for natural gas (53% of NYMEX HH). Total average realized price for the period was $49.00 per Boe on an unhedged basis.
Lease operating expense, which includes workover expense, for the quarter was $76.8 million or $7.89 per Boe compared to $75.1 million or $8.36 per Boe in the first quarter of 2023. The sequential per unit decrease was primarily related to increases in total production volumes.
Third and Fourth Quarter Outlook and Guidance
Callon entered the third quarter running seven drilling rigs, five in the Delaware Basin, one in the Midland Basin, and one in the Eagle Ford. Upon closing the Eagle Ford divestiture on July 3rd, the acquiring party assumed the Eagle Ford rig.
Callon has finalized plans for integrating the newly acquired Delaware Basin assets into its scaled co-development model and drilling and completion schedules. The Company intends to release a drilling rig in the Permian Basin in August and maintain a 5-rig drilling program through the end of the year. Development activity on the acquired assets is scheduled to resume in the second half after the

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previous operator dropped its one drilling rig in the second quarter. Five drilled but uncompleted wells acquired with the asset package are expected to be turned to sales in the fourth quarter.
During the second quarter, the now divested Eagle Ford assets produced 17 MBoe/d and the newly acquired Delaware assets produced 14 MBoe/d. Transitioning to the third quarter, the Company expects to produce 100 – 103 MBoe/d, which includes oil volumes of 60 – 62 MBbls/d. These estimates include the impact of a force majeure event at a large Midland Basin natural gas processing facility in July that lasted for 14 days. Given the elevated occurrences of weather-related power and midstream disruptions experienced during June and July, the Company has also assumed incremental downtime above previous seasonal levels used for forecasting. Combined, these two factors reduced third quarter production estimates by approximately 1,500 Boe/d. Wells turned in-line are expected to be 30 - 35 gross operated wells (27 - 32 net). Operational capital expenditures are expected to be $250 - $275 million on an accrual basis.
For the fourth quarter, Callon expects to produce 104 – 108 MBoe/d which includes oil volumes of 63 – 65 MBbls/d.
Capital spending for the second half now includes approximately $15 million in non-operated capital projects previously budgeted for 2024 due to a change in the operator’s schedule. Despite the incremental activity, Callon’s 2023 full-year capital expenditure guidance is unchanged due to identified savings related to the base activity plan that offset the project spend. The production contribution from these non-operated capital projects is expected in 2024.
Full-year 2023 production and capital spending guidance remains unchanged and is available in the accompanying presentation.
Capital Structure Update
As of June 30, 2023, the drawn balance on the revolving credit facility was $528.0 million. After the quarter end, the Company applied the net cash proceeds from the recent transactions to pay down the revolving credit facility and redeemed all $187.2 million of Callon’s outstanding 8.25% Senior Notes due 2025 at par. The pro forma effect of these subsequent events leaves Callon with approximately $1.1 billion of liquidity and less than $2.0 billion of total debt.
In the second quarter, Callon received upgrades from two rating agencies. Standard & Poor's Global Ratings upgraded Callon’s issuer credit rating to B+ and its senior unsecured notes rating to BB- with a stable outlook; and Fitch Ratings upgraded Callon’s long-term issuer default rating to B+ with a stable outlook and its senior unsecured notes rating to BB-.
Earnings Call Information
The Company plans to host a conference call on Thursday, August 3, 2023, to discuss its second quarter 2023 financial and operating results and outlook for the remainder of 2023.
Please join Callon Petroleum Company via the Internet for a webcast of the conference call:

Date/Time:Thursday, August 3, 2023, at 8:00 a.m. Central Daylight Time (9:00 a.m. Eastern Daylight Time)
Webcast:Select “News & Events” under the “Investors” section of the Company’s website: www.callon.com.
An archive of the conference call webcast will be available at www.callon.com under the “Investors” section of the website.
About Callon Petroleum
Callon Petroleum Company is an independent oil and natural gas company focused on the acquisition, exploration and sustainable development of high-quality assets in the Permian Basin in West Texas.
Contact Information
Kevin Smith
Director of Investor Relations
Callon Petroleum Company
ir@callon.com
(281) 589-5200
Cautionary Statement Regarding Forward Looking Information
This news release contains 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. Forward-looking statements include all statements regarding the Company’s expectations and plans with respect to its share repurchase program; wells anticipated to be drilled and placed on production; future levels of development activity and associated production, capital expenditures and cash flow expectations and expected uses thereof; the Company’s production and expenditure guidance; estimated reserve quantities and the present value thereof; future debt levels and leverage; and the implementation of the Company’s business plans and strategy, as well as statements including the words “believe,”

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“expect,” “plans,” “may,” “will,” “should,” “could,” and words of similar meaning. These statements reflect the Company’s current views with respect to future events and financial performance based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. No assurances can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain factors. Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements include the volatility of oil and natural gas prices; changes in the supply of and demand for oil and natural gas, including as a result of actions by, or disputes among members of OPEC and other oil and natural gas producing countries with respect to production levels or other matters related to the price of oil; general economic conditions, including the availability of credit, inflation or rising interest rates; our ability to drill and complete wells; operational, regulatory and environment risks; the cost and availability of equipment and labor; our ability to finance our development activities at expected costs or at expected times or at all; rising interest rates and inflation; our inability to realize the benefits of recent transactions; currently unknown risks and liabilities relating to the newly acquired assets and operations; adverse actions by third parties involved with the transactions; risks that are not yet known or material to us; and other risks more fully discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, available on our website or the SEC’s website at www.sec.gov. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Non-GAAP Financial Measures
This news release refers to non-GAAP financial measures such as “adjusted free cash flow,” “adjusted EBITDAX,” “adjusted income,” and “adjusted income per diluted share.” These measures, detailed below, are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our filings with the SEC and posted on our website.
•Adjusted free cash flow is a supplemental non-GAAP measure that is defined by the Company as net cash provided by operating activities before net change in working capital, changes in accrued hedge settlements, merger, integration and transaction expense, and other income and expense, less capital expenditures before increase (decrease) in accrued capital expenditures. We believe adjusted free cash flow provides useful information to investors because it is a comparable metric against other companies in the industry and is a widely accepted financial indicator of an oil and natural gas company’s ability to generate cash for the use of internally funding their capital development program and to service or incur debt. Adjusted free cash flow is not a measure of a company’s financial performance under GAAP and should not be considered as an alternative to net cash provided by operating activities, or as a measure of liquidity.
•The Company is unable to reconcile projected adjusted free cash flow to projected net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, without unreasonable efforts because components of the calculations are inherently unpredictable, such as changes to current assets and liabilities, the timing of capital expenditures, movements in oil and gas pricing, unknown future events, and estimating future certain GAAP measures. The inability to project certain components of the calculation would significantly affect the accuracy of the reconciliation.
•Callon calculates adjusted EBITDAX as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization, (gains) losses on derivative instruments excluding net settled derivative instruments, impairment of oil and gas properties, non-cash share-based compensation expense, exploration expense, merger, integration and transaction expense, (gain) loss on extinguishment of debt, and certain other expenses. Adjusted EBITDAX is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss), cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, the Company believes that adjusted EBITDAX provides useful information to investors because it provides additional information with respect to our performance or ability to meet our future debt service, capital expenditures and working capital requirements. Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss) and may vary among companies, the adjusted EBITDAX presented above may not be comparable to similarly titled measures of other companies.
•Adjusted income and adjusted income per diluted share are supplemental non-GAAP measures that Callon believes are useful to investors because they provide readers with a meaningful measure of our profitability before recording certain items whose timing or amount cannot be reasonably determined. These measures exclude the net of tax effects of these items and non-cash valuation adjustments, which are detailed in the reconciliation provided. Adjusted income and adjusted income per diluted share are not measures of financial performance under GAAP. Accordingly, neither should be considered as a substitute for

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net income (loss), operating income (loss), or other income data prepared in accordance with GAAP. However, the Company believes that adjusted income and adjusted income per diluted share provide additional information with respect to our performance. Because adjusted income and adjusted income per diluted share exclude some, but not all, items that affect net income (loss) and may vary among companies, the adjusted income and adjusted income per diluted share presented above may not be comparable to similarly titled measures of other companies.
•Adjusted diluted weighted average common shares outstanding is a non-GAAP financial measure which includes the effect of potentially dilutive instruments that, under certain circumstances described below, are excluded from diluted weighted average common shares outstanding, the most directly comparable GAAP financial measure. When a net loss exists, all potentially dilutive instruments are anti-dilutive to the net loss per common share and therefore excluded from the computation of diluted weighted average common shares outstanding. The effect of potentially dilutive instruments are included in the computation of adjusted diluted weighted average common shares outstanding for purposes of computing adjusted income per diluted share.
Adjusted Income and Adjusted EBITDAX. The following tables reconcile the Company’s adjusted income and adjusted EBITDAX to net income (loss):
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands except per share data)
Net income (loss)($107,896)$220,638 $303,251 
(Gain) loss on derivative contracts(5,941)(25,645)81,648 
Gain (loss) on commodity derivative settlements, net13,663 12,012 (184,558)
Non-cash expense (benefit) related to share-based awards3,688 1,881 (3,357)
Impairment of oil and gas properties406,898 — — 
Merger, integration and transaction1,543 — — 
Other (income) expense54 (6,414)1,051 
Loss on extinguishment of debt— — 42,417 
Tax effect on adjustments above (a)
(88,180)3,815 13,188 
Change in valuation allowance(100,749)(86,383)(61,123)
Adjusted income$123,080 $119,904 $192,517 
Net income (loss) per diluted share($1.74)$3.57 $4.90 
Adjusted income per diluted share$1.99 $1.94 $3.11 
Basic weighted average common shares outstanding61,856 61,625 61,679 
Diluted weighted average common shares outstanding (GAAP)61,856 61,874 61,909 
Effect of potentially dilutive instruments55 — — 
Adjusted diluted weighted average common shares outstanding61,911 61,874 61,909 
(a)Calculated using the federal statutory rate of 21%.


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Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands)
Net income (loss)($107,896)$220,638 $303,251 
(Gain) loss on derivative contracts(5,941)(25,645)81,648 
Gain (loss) on commodity derivative settlements, net13,663 12,012 (184,558)
Non-cash expense (benefit) related to share-based awards3,688 1,881 (3,357)
Impairment of oil and gas properties406,898 — — 
Merger, integration and transaction1,543 — — 
Other (income) expense54 (6,414)1,051 
Income tax (benefit) expense(156,212)(50,695)3,240 
Interest expense47,239 46,306 46,995 
Depreciation, depletion and amortization127,348 125,965 115,956 
Exploration1,882 2,232 2,410 
Loss on extinguishment of debt— — 42,417 
Adjusted EBITDAX$332,266 $326,280 $409,053 
Adjusted Free Cash Flow. The following table reconciles the Company’s adjusted free cash flow to net cash provided by operating activities:
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands)
Net cash provided by operating activities$279,522 $247,913 $336,085 
Changes in working capital and other11,188 18,869 29,007 
Changes in accrued hedge settlements638 12,791 1,839 
Merger, integration and transaction1,543 — — 
Cash flow from operations before net change in working capital292,891 279,573 366,931 
Capital expenditures293,697 204,900 176,611 
Increase (decrease) in accrued capital expenditures(13,083)67,460 65,110 
Capital expenditures before accruals280,614 272,360 241,721 
Adjusted free cash flow$12,277 $7,213 $125,210 



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Callon Petroleum Company
Consolidated Balance Sheets
(In thousands, except par and share amounts)

June 30, 2023December 31, 2022*
ASSETS
Current assets:
   Cash and cash equivalents$3,650 $3,395 
   Accounts receivable, net164,708 237,128 
   Fair value of derivatives14,960 21,332 
   Assets held for sale606,614 — 
   Other current assets37,975 35,783 
      Total current assets827,907 297,638 
Oil and natural gas properties, successful efforts accounting method:
   Proved properties, net4,216,641 4,851,529 
   Unproved properties1,203,168 1,225,768 
      Total oil and natural gas properties, net5,419,809 6,077,297 
Other property and equipment, net26,596 26,152 
Deferred income taxes198,534 — 
Deferred financing costs15,447 18,822 
Other assets, net77,265 68,560 
   Total assets$6,565,558 $6,488,469 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
   Accounts payable and accrued liabilities$507,471 $536,233 
   Fair value of derivatives1,506 16,197 
   Liabilities associated with assets held for sale71,114 — 
   Other current liabilities100,701 150,384 
      Total current liabilities680,792 702,814 
Long-term debt2,268,116 2,241,295 
Asset retirement obligations36,235 53,892 
Fair value of derivatives1,941 13,415 
Other long-term liabilities35,802 51,272 
   Total liabilities3,022,886 3,062,688 
Commitments and contingencies
Stockholders’ equity:
   Common stock, $0.01 par value, 130,000,000 shares authorized;
   61,888,356 and 61,621,518 shares outstanding, respectively
619 616 
   Capital in excess of par value4,026,340 4,022,194 
   Accumulated deficit(484,287)(597,029)
      Total stockholders’ equity3,542,672 3,425,781 
Total liabilities and stockholders’ equity$6,565,558 $6,488,469 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.
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Callon Petroleum Company
Consolidated Statements of Operations
(In thousands, except per share amounts)

 Three Months Ended June 30,Six Months Ended June 30,
 20232022*20232022*
Operating Revenues:  
Oil$421,775 $619,812 $831,331 $1,173,061 
Natural gas14,423 64,913 38,009 108,889 
Natural gas liquids40,629 75,530 83,999 143,148 
Sales of purchased oil and gas85,456 153,365 168,990 265,740 
Total operating revenues562,283 913,620 1,122,329 1,690,838 
Operating Expenses:  
Lease operating76,788 72,940 151,890 140,268 
Production and ad valorem taxes24,706 44,873 57,427 82,551 
Gathering, transportation and processing27,338 23,267 53,315 44,042 
Exploration1,882 2,410 4,114 4,295 
Cost of purchased oil and gas88,768 155,397 174,829 266,668 
Depreciation, depletion and amortization127,348 115,956 253,313 229,599 
Impairment of oil and gas properties406,898 — 406,898 — 
General and administrative29,768 20,175 57,566 47,232 
Merger, integration and transaction1,543 — 1,543 769 
Total operating expenses785,039 435,018 1,160,895 815,424 
Income (Loss) From Operations(222,756)478,602 (38,566)875,414 
Other (Income) Expenses:  
Interest expense47,239 46,995 93,545 94,091 
(Gain) loss on derivative contracts(5,941)81,648 (31,586)439,948 
Loss on extinguishment of debt— 42,417 — 42,417 
Other (income) expense54 1,051 (6,360)269 
Total other (income) expense41,352 172,111 55,599 576,725 
Income (Loss) Before Income Taxes(264,108)306,491 (94,165)298,689 
Income tax benefit (expense)156,212 (3,240)206,907 (3,153)
Net Income (Loss)($107,896)$303,251 $112,742 $295,536 
Net Income (Loss) Per Common Share:
Basic($1.74)$4.92 $1.83 $4.80 
Diluted($1.74)$4.90 $1.82 $4.77 
Weighted Average Common Shares Outstanding:
Basic61,856 61,679 61,741 61,583 
Diluted61,856 61,909 61,939 61,956 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.












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Callon Petroleum Company
Consolidated Statements of Cash Flows
(In thousands)

 Three Months Ended June 30,Six Months Ended June 30,
 20232022*20232022*
Cash flows from operating activities:
Net income (loss)($107,896)$303,251 $112,742 $295,536 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
  Depreciation, depletion and amortization127,348 115,956 253,313 229,599 
  Impairment of oil and gas properties406,898 — 406,898 — 
  Amortization of non-cash debt related items, net2,614 3,372 5,245 7,121 
  Deferred income tax benefit(152,864)— (204,841)— 
 (Gain) loss on derivative contracts(5,941)81,648 (31,586)439,948 
  Cash received (paid) for commodity derivative settlements, net13,025 (186,397)12,246 (287,922)
  Loss on extinguishment of debt— 42,417 — 42,417 
  Non-cash expense (benefit) related to share-based awards3,688 (3,357)5,569 2,686 
  Other, net1,776 2,306 592 5,200 
  Changes in current assets and liabilities:
    Accounts receivable18,552 (14,072)42,571 (123,902)
    Other current assets(4,986)(3,317)(6,604)(7,497)
    Accounts payable and accrued liabilities(22,692)(5,722)(68,710)(19,280)
    Net cash provided by operating activities279,522 336,085 527,435 583,906 
Cash flows from investing activities:
Capital expenditures(293,697)(176,611)(498,597)(344,881)
Acquisition of oil and gas properties(8,459)(6,146)(14,450)(15,314)
Deposit for acquisition of oil and gas properties(36,000)— (36,000)— 
Proceeds from sales of assets59 106 2,113 4,590 
Cash paid for settlement of contingent consideration arrangement— — — (19,171)
Other, net(566)5,074 (1,638)8,709 
    Net cash used in investing activities(338,663)(177,577)(548,572)(366,067)
Cash flows from financing activities:  
Borrowings on credit facility855,000 1,051,000 1,524,500 1,724,000 
Payments on credit facility(792,300)(984,000)(1,499,500)(1,730,000)
Issuance of 7.5% Senior Notes due 2030— 600,000 — 600,000 
Redemption of 6.125% Senior Notes due 2024— (467,287)— (467,287)
Redemption of 9.0% Second Lien Senior Secured Notes due 2025— (339,507)— (339,507)
Payment of deferred financing costs(8)(10,542)(50)(10,542)
Other, net(3,271)(6,222)(3,558)1,715 
    Net cash provided by (used in) financing activities59,421 (156,558)21,392 (221,621)
Net change in cash and cash equivalents280 1,950 255 (3,782)
  Balance, beginning of period3,370 4,150 3,395 9,882 
  Balance, end of period$3,650 $6,100 $3,650 $6,100 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.

SOURCE Callon Petroleum Company
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Exhibit 99.2

Callon Petroleum Company Second Quarter 2023
Supplemental Tables


Table of Contents:Page:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Operating Results
Commodity Derivatives
Non-GAAP Measures
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Callon Petroleum Company
Consolidated Balance Sheets
(In thousands, except par and share amounts)

June 30, 2023December 31, 2022*
ASSETS
Current assets:
   Cash and cash equivalents$3,650 $3,395 
   Accounts receivable, net164,708 237,128 
   Fair value of derivatives14,960 21,332 
   Assets held for sale606,614 — 
   Other current assets37,975 35,783 
      Total current assets827,907 297,638 
Oil and natural gas properties, successful efforts accounting method:
   Proved properties, net4,216,641 4,851,529 
   Unproved properties1,203,168 1,225,768 
      Total oil and natural gas properties, net5,419,809 6,077,297 
Other property and equipment, net26,596 26,152 
Deferred income taxes198,534 — 
Deferred financing costs15,447 18,822 
Other assets, net77,265 68,560 
   Total assets$6,565,558 $6,488,469 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
   Accounts payable and accrued liabilities$507,471 $536,233 
   Fair value of derivatives1,506 16,197 
   Liabilities associated with assets held for sale71,114 — 
   Other current liabilities100,701 150,384 
      Total current liabilities680,792 702,814 
Long-term debt2,268,116 2,241,295 
Asset retirement obligations36,235 53,892 
Fair value of derivatives1,941 13,415 
Other long-term liabilities35,802 51,272 
   Total liabilities3,022,886 3,062,688 
Commitments and contingencies
Stockholders’ equity:
   Common stock, $0.01 par value, 130,000,000 shares authorized;
   61,888,356 and 61,621,518 shares outstanding, respectively
619 616 
   Capital in excess of par value4,026,340 4,022,194 
   Accumulated deficit(484,287)(597,029)
      Total stockholders’ equity3,542,672 3,425,781 
Total liabilities and stockholders’ equity$6,565,558 $6,488,469 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.















2


Callon Petroleum Company
Consolidated Statements of Operations
(In thousands, except per share amounts)

 Three Months Ended June 30,Six Months Ended June 30,
 20232022*20232022*
Operating Revenues:  
Oil$421,775 $619,812 $831,331 $1,173,061 
Natural gas14,423 64,913 38,009 108,889 
Natural gas liquids40,629 75,530 83,999 143,148 
Sales of purchased oil and gas85,456 153,365 168,990 265,740 
Total operating revenues562,283 913,620 1,122,329 1,690,838 
Operating Expenses:  
Lease operating76,788 72,940 151,890 140,268 
Production and ad valorem taxes24,706 44,873 57,427 82,551 
Gathering, transportation and processing27,338 23,267 53,315 44,042 
Exploration1,882 2,410 4,114 4,295 
Cost of purchased oil and gas88,768 155,397 174,829 266,668 
Depreciation, depletion and amortization127,348 115,956 253,313 229,599 
Impairment of oil and gas properties406,898 — 406,898 — 
General and administrative29,768 20,175 57,566 47,232 
Merger, integration and transaction1,543 — 1,543 769 
Total operating expenses785,039 435,018 1,160,895 815,424 
Income (Loss) From Operations(222,756)478,602 (38,566)875,414 
Other (Income) Expenses:  
Interest expense47,239 46,995 93,545 94,091 
(Gain) loss on derivative contracts(5,941)81,648 (31,586)439,948 
Loss on extinguishment of debt— 42,417 — 42,417 
Other (income) expense54 1,051 (6,360)269 
Total other (income) expense41,352 172,111 55,599 576,725 
Income (Loss) Before Income Taxes(264,108)306,491 (94,165)298,689 
Income tax benefit (expense)156,212 (3,240)206,907 (3,153)
Net Income (Loss)($107,896)$303,251 $112,742 $295,536 
Net Income (Loss) Per Common Share:
Basic($1.74)$4.92 $1.83 $4.80 
Diluted($1.74)$4.90 $1.82 $4.77 
Weighted Average Common Shares Outstanding:
Basic61,856 61,679 61,741 61,583 
Diluted61,856 61,909 61,939 61,956 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.
3


Callon Petroleum Company
Consolidated Statements of Cash Flows
(In thousands)

 Three Months Ended June 30,Six Months Ended June 30,
 20232022*20232022*
Cash flows from operating activities:
Net income (loss)($107,896)$303,251 $112,742 $295,536 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
  Depreciation, depletion and amortization127,348 115,956 253,313 229,599 
  Impairment of oil and gas properties406,898 — 406,898 — 
  Amortization of non-cash debt related items, net2,614 3,372 5,245 7,121 
  Deferred income tax benefit(152,864)— (204,841)— 
 (Gain) loss on derivative contracts(5,941)81,648 (31,586)439,948 
  Cash received (paid) for commodity derivative settlements, net13,025 (186,397)12,246 (287,922)
  Loss on extinguishment of debt— 42,417 — 42,417 
  Non-cash expense (benefit) related to share-based awards3,688 (3,357)5,569 2,686 
  Other, net1,776 2,306 592 5,200 
  Changes in current assets and liabilities:
    Accounts receivable18,552 (14,072)42,571 (123,902)
    Other current assets(4,986)(3,317)(6,604)(7,497)
    Accounts payable and accrued liabilities(22,692)(5,722)(68,710)(19,280)
    Net cash provided by operating activities279,522 336,085 527,435 583,906 
Cash flows from investing activities:
Capital expenditures(293,697)(176,611)(498,597)(344,881)
Acquisition of oil and gas properties(8,459)(6,146)(14,450)(15,314)
Deposit for acquisition of oil and gas properties(36,000)— (36,000)— 
Proceeds from sales of assets59 106 2,113 4,590 
Cash paid for settlement of contingent consideration arrangement— — — (19,171)
Other, net(566)5,074 (1,638)8,709 
    Net cash used in investing activities(338,663)(177,577)(548,572)(366,067)
Cash flows from financing activities:  
Borrowings on credit facility855,000 1,051,000 1,524,500 1,724,000 
Payments on credit facility(792,300)(984,000)(1,499,500)(1,730,000)
Issuance of 7.5% Senior Notes due 2030— 600,000 — 600,000 
Redemption of 6.125% Senior Notes due 2024— (467,287)— (467,287)
Redemption of 9.0% Second Lien Senior Secured Notes due 2025— (339,507)— (339,507)
Payment of deferred financing costs(8)(10,542)(50)(10,542)
Other, net(3,271)(6,222)(3,558)1,715 
    Net cash provided by (used in) financing activities59,421 (156,558)21,392 (221,621)
Net change in cash and cash equivalents280 1,950 255 (3,782)
  Balance, beginning of period3,370 4,150 3,395 9,882 
  Balance, end of period$3,650 $6,100 $3,650 $6,100 

*Financial information for the prior period has been recast to reflect retrospective application of the successful efforts method of accounting. For additional information, refer to our Form 10-Q for the period ended June 30, 2023.
4


Operating Results
The following table presents summary information for the periods indicated:
Three Months Ended
 June 30, 2023March 31, 2023June 30, 2022
Total production  
Oil (MBbls)
Permian 4,6714,2754,290
Eagle Ford1,0661,1391,299
Total oil5,7375,4145,589
Natural gas (MMcf)
Permian10,4099,2888,875
Eagle Ford1,2921,3361,437
Total natural gas11,70110,62410,312
NGLs (MBbls)
Permian1,8161,5721,622
Eagle Ford229222232
Total NGLs 2,0451,7941,854
Total production (MBoe)
Permian8,2227,3957,391
Eagle Ford1,5101,5841,771
Total barrels of oil equivalent9,7328,9799,162
Total daily production (Boe/d)
Permian90,35982,16581,216
Eagle Ford16,58917,60319,469
Total barrels of oil equivalent106,94899,768100,685
Oil as % of total daily production59 %60 %61 %
Average realized sales price (excluding impact of settled derivatives)
Oil (per Bbl)
Permian$73.45$75.55$110.71
Eagle Ford73.8076.02111.53
Total oil$73.52$75.65$110.90
Natural gas (per Mcf)
Permian$1.15$2.07$6.14
Eagle Ford1.933.267.27
Total natural gas$1.23$2.22$6.29
NGL (per Bbl)
Permian$20.14$24.56$41.06
Eagle Ford17.7221.4138.53
Total NGL$19.87$24.18$40.74
Average realized sales price (per Boe)
Permian$47.63$51.50$80.64
Eagle Ford56.4460.4292.75
Total average realized sales price$49.00$53.07$82.98
Average realized sales price (including impact of settled derivatives)
Oil (per Bbl)$74.16$76.26$82.27
Natural gas (per Mcf)2.083.043.91
NGLs (per Bbl)19.8724.1840.74
Total average realized sales price (per Boe)$50.40$54.41$62.84
5


Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
Revenues (in thousands)(a)
Oil
Permian$343,106$322,966$474,936
Eagle Ford78,66986,590144,876
Total oil$421,775$409,556$619,812
Natural gas
Permian$11,934$19,230$54,469
Eagle Ford2,4894,35610,444
Total natural gas$14,423$23,586$64,913
NGLs
Permian$36,570$38,616$66,592
Eagle Ford4,0594,7548,938
Total NGLs$40,629$43,370$75,530
Total revenues
Permian$391,610$380,812$595,997
Eagle Ford85,21795,700164,258
Total revenues$476,827$476,512$760,255
Additional per Boe data    
Sales price (b)
Permian$47.63$51.50$80.64
Eagle Ford56.4460.4292.75
Total sales price$49.00$53.07$82.98
Lease operating expense
Permian$7.42$7.87$7.33
Eagle Ford10.4410.6610.59
Total lease operating expense$7.89$8.36$7.96
Production and ad valorem taxes
Permian$2.40$3.43$4.66
Eagle Ford3.294.625.89
Total production and ad valorem taxes$2.54$3.64$4.90
Gathering, transportation and processing
Permian$2.97$3.07$2.69
Eagle Ford1.942.061.93
Total gathering, transportation and processing$2.81$2.89$2.54
Operating margin
Permian$34.84$37.13$65.96
Eagle Ford40.7743.0874.34
Total operating margin$35.76$38.18$67.58
Depletion, depreciation and amortization$13.09$14.03$12.66
General and administrative$3.06$3.10$2.20
Adjusted G&A
Cash component (c)
$2.68$2.89$2.57
Non-cash component$0.42$0.40$0.47

(a)Excludes sales of oil and gas purchased from third parties.
(b)Excludes the impact of settled derivatives.
(c)Excludes the change in fair value and amortization of share-based incentive awards.

6


Commodity Derivatives
Three Months Ended
June 30, 2023
Gain on oil derivatives($12,937)
Loss on natural gas derivatives6,996 
Gain on commodity derivative contracts($5,941)
Three Months Ended
June 30, 2023
Cash received on oil derivatives$1,268 
Cash received on natural gas derivatives11,757 
Cash received for commodity derivative settlements, net$13,025 
Non-GAAP Financial Measures
Adjusted Income, Adjusted EBITDAX and Unhedged Adjusted EBITDAX. The following tables present and reconcile the Company’s adjusted income, adjusted EBITDAX and unhedged adjusted EBITDAX to net income (loss):
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands except per share data)
Net income (loss)($107,896)$220,638 $303,251 
(Gain) loss on derivative contracts(5,941)(25,645)81,648 
Gain (loss) on commodity derivative settlements, net13,663 12,012 (184,558)
Non-cash expense (benefit) related to share-based awards3,688 1,881 (3,357)
Impairment of oil and gas properties406,898 — — 
Merger, integration and transaction1,543 — — 
Other (income) expense54 (6,414)1,051 
Loss on extinguishment of debt— — 42,417 
Tax effect on adjustments above (a)
(88,180)3,815 13,188 
Change in valuation allowance(100,749)(86,383)(61,123)
Adjusted income$123,080 $119,904 $192,517 
Net income (loss) per diluted share($1.74)$3.57 $4.90 
Adjusted income per diluted share$1.99 $1.94 $3.11 
Basic weighted average common shares outstanding61,856 61,625 61,679 
Diluted weighted average common shares outstanding (GAAP)61,856 61,874 61,909 
Effect of potentially dilutive instruments55 — — 
Adjusted diluted weighted average common shares outstanding61,911 61,874 61,909 
(a)Calculated using the federal statutory rate of 21%.

7


Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands)
Net income (loss)($107,896)$220,638 $303,251 
(Gain) loss on derivative contracts(5,941)(25,645)81,648 
Gain (loss) on commodity derivative settlements, net13,663 12,012 (184,558)
Non-cash expense (benefit) related to share-based awards3,688 1,881 (3,357)
Impairment of oil and gas properties406,898 — — 
Merger, integration and transaction1,543 — — 
Other (income) expense54 (6,414)1,051 
Income tax (benefit) expense(156,212)(50,695)3,240 
Interest expense47,239 46,306 46,995 
Depreciation, depletion and amortization127,348 125,965 115,956 
Exploration1,882 2,232 2,410 
Loss on extinguishment of debt— — 42,417 
Adjusted EBITDAX$332,266 $326,280 $409,053 
Add: (Gain) loss on commodity derivative settlements, net(13,663)(12,012)184,558 
Unhedged adjusted EBITDAX$318,603 $314,268 $593,611 
Adjusted Free Cash Flow. The following table presents and reconciles the Company’s adjusted free cash flow to net cash provided by operating activities:
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands)
Net cash provided by operating activities$279,522 $247,913 $336,085 
Changes in working capital and other11,188 18,869 29,007 
Changes in accrued hedge settlements638 12,791 1,839 
Merger, integration and transaction1,543 — — 
Cash flow from operations before net change in working capital292,891 279,573 366,931 
Capital expenditures293,697 204,900 176,611 
Increase (decrease) in accrued capital expenditures(13,083)67,460 65,110 
Capital expenditures before accruals280,614 272,360 241,721 
Adjusted free cash flow$12,277 $7,213 $125,210 
Adjusted G&A. The following table reconciles G&A to Adjusted G&A - cash component (in thousands):
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
G&A$29,768 $27,798 $20,175 
Change in the fair value of liability share-based awards (non-cash)393 1,744 7,680 
Adjusted G&A – total30,161 29,542 27,855 
Equity settled, share-based compensation (non-cash)(4,081)(3,625)(4,323)
Adjusted G&A – cash component$26,080 $25,917 $23,532 
8


Adjusted Total Revenue. The following table presents and reconciles adjusted total revenue to total operating revenues, which excludes revenue from sales of commodities purchased from a third-party:
Three Months Ended
June 30, 2023March 31, 2023June 30, 2022
(In thousands)
Operating revenues
Oil$421,775 $409,556 $619,812 
Natural gas14,423 23,586 64,913 
NGLs40,629 43,370 75,530 
Total operating revenues$476,827 $476,512 $760,255 
Impact of settled derivatives13,663 12,012 (184,558)
Adjusted total revenue$490,490 $488,524 $575,697 
Net Debt. The following table presents and reconciles the Company’s net debt to total debt:
June 30, 2023March 31, 2023December 31, 2022September 30, 2022June 30, 2022
(In thousands)
Total debt$2,268,116 $2,204,514 $2,241,295 $2,373,358 $2,516,337 
Unamortized premiums, discount, and deferred loan costs, net17,905 18,807 19,726 20,663 20,684 
Adjusted total debt$2,286,021 $2,223,321 $2,261,021 $2,394,021 $2,537,021 
Less: Cash and cash equivalents3,650 3,370 3,395 4,350 6,100 
Net debt$2,282,371 $2,219,951 $2,257,626 $2,389,671 $2,530,921 
9


Non-GAAP Financial Measures
These supplemental tables present non-GAAP financial measures such as “adjusted free cash flow,” “adjusted EBITDAX,” “unhedged adjusted EBITDAX,” “adjusted income,” “adjusted income per diluted share,” “adjusted total revenue,” “adjusted G&A,” “adjusted G&A - cash component,” and “net debt.” These measures, detailed below, are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and posted on our website.
•Adjusted free cash flow is a supplemental non-GAAP measure that is defined by the Company as net cash provided by operating activities before net change in working capital, changes in accrued hedge settlements, merger, integration and transaction expense, and other income and expense less capital expenditures before increase (decrease) in accrued capital expenditures. We believe adjusted free cash flow provides useful information to investors because it is a comparable metric against other companies in the industry and is a widely accepted financial indicator of an oil and natural gas company’s ability to generate cash for the use of internally funding their capital development program and to service or incur debt. Adjusted free cash flow is not a measure of a company’s financial performance under GAAP and should not be considered as an alternative to net cash provided by operating activities, or as a measure of liquidity.
•Callon calculates adjusted EBITDAX as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization, (gains) losses on derivative instruments excluding net settled derivative instruments, impairment of oil and gas properties, non-cash share-based compensation expense, exploration expense, merger, integration and transaction expense, (gain) loss on extinguishment of debt, and certain other expenses. Adjusted EBITDAX is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss), cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, the Company believes that adjusted EBITDAX provides useful information to investors because it provides additional information with respect to our performance or ability to meet our future debt service, capital expenditures and working capital requirements. Because adjusted EBITDAX excludes some, but not all, items that affect net income (loss) and may vary among companies, the adjusted EBITDAX presented above may not be comparable to similarly titled measures of other companies.
•Callon calculates unhedged adjusted EBITDAX as adjusted EBITDAX, as defined above, excluding the impact of net settled derivative instruments. Unhedged adjusted EBITDAX is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss), cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, the Company believes that unhedged adjusted EBITDAX provides useful information to investors because it provides additional information with respect to our performance without the impact of our settled derivative instruments. Because unhedged adjusted EBITDAX excludes some, but not all, items that affect net income (loss) and may vary among companies, the unhedged adjusted EBITDAX presented above may not be comparable to similarly titled measures of other companies.
•Adjusted income and adjusted income per diluted share are supplemental non-GAAP measures that Callon believes are useful to investors because they provide readers with a meaningful measure of our profitability before recording certain items whose timing or amount cannot be reasonably determined. These measures exclude the net of tax effects of these items and non-cash valuation adjustments, which are detailed in the reconciliation provided. Adjusted income and adjusted income per diluted share are not measures of financial performance under GAAP. Accordingly, neither should be considered as a substitute for net income (loss), operating income (loss), or other income data prepared in accordance with GAAP. However, the Company believes that adjusted income and adjusted income per diluted share provide additional information with respect to our performance. Because adjusted income and adjusted income per diluted share exclude some, but not all, items that affect net income (loss) and may vary among companies, the adjusted income and adjusted income per diluted share presented above may not be comparable to similarly titled measures of other companies.
•Callon believes that the non-GAAP measure of adjusted total revenue (which is revenue including the gain or loss from the settlement of derivative contracts) is useful to investors because it provides readers with a revenue value more comparable to other companies who engage in price risk management activities through the use of commodity derivative instruments and reflects the results of derivative settlements with expected cash flow impacts within total revenues.
•Adjusted G&A is a supplemental non-GAAP financial measure that excludes non-cash incentive share-based compensation valuation adjustments and adjusted G&A - cash component further excludes equity settled, share-based compensation expenses. Callon believes that the non-GAAP measure of adjusted G&A and adjusted G&A - cash component are useful to investors because they provide for greater comparability period-over-period. In addition, adjusted G&A - cash component provides a meaningful measure of our recurring G&A expense.
10


•Net debt is a supplemental non-GAAP measure that is defined by the Company as total debt excluding unamortized premiums, discount, and deferred loan costs, less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. We believe this metric is useful to analysts and investors in determining the Company’s leverage position since the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt. This metric is sometimes presented as a ratio with Adjusted EBITDAX in order to provide investors with another means of evaluating the Company’s ability to service its existing debt obligations as well as any future increase in the amount of such obligations. This ratio is referred to by the Company as its leverage ratio.
•Adjusted diluted weighted average common shares outstanding is a non-GAAP financial measure which includes the effect of potentially dilutive instruments that, under certain circumstances described below, are excluded from diluted weighted average common shares outstanding, the most directly comparable GAAP financial measure. When a net loss exists, all potentially dilutive instruments are anti-dilutive to the net loss per common share and therefore excluded from the computation of diluted weighted average common shares outstanding. The effect of potentially dilutive instruments are included in the computation of adjusted diluted weighted average common shares outstanding for purposes of computing adjusted income per diluted share.
11
v3.23.2
Cover Page
Aug. 02, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2023
Entity Registrant Name Callon Petroleum Co
Entity Incorporation, State or Country Code DE
Entity File Number 001-14039
Entity Tax Identification Number 64-0844345
Entity Address, Address Line One One Briarlake Plaza
Entity Address, Address Line Two 2000 W. Sam Houston Parkway S.
Entity Address, Address Line Three Suite 2000
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77042
City Area Code 281
Local Phone Number 589-5200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol CPE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000928022
Amendment Flag false
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