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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): November 1, 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 November 1, 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 third quarter 2023 financial and operating results and outlook.

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)
November 1, 2023/s/ Kevin Haggard
Kevin Haggard
Senior Vice President and Chief Financial Officer



Exhibit 99.1
Callon Petroleum Company Reports Third Quarter 2023 Results

Reduced long-term debt to $1.9 billion
Reiterated full-year 2023 capital expenditure outlook of $960 – $980 million
Recent efficiency gains are expected to reduce 2024 drilling, completion, and facilities costs by more than 15% per well

HOUSTON, November 1, 2023 /PRNewswire/ - Callon Petroleum Company (NYSE: CPE) (“Callon” or the “Company”) today reported third quarter 2023 financial and operating results. A conference call is planned for 8 a.m. CT, Thursday, November 2; participation details can be found in this release. Slides accompanying today’s release are available at www.callon.com/investors.
Third Quarter Highlights:
•Generated $266.8 million of net cash provided by operating activities
•Adjusted free cash flow of $48.3 million, marking 14 consecutive quarters of adjusted free cash flow generation
•Total production was in line with expectations and averaged 101.7 MBoe/d (79% liquids), while oil production averaged 58.0 MBbls/d
•Capital expenditures of $251 million were at the low end of guidance
•Repurchased $15 million in common stock during the quarter
•Closed Eagle Ford sale and Percussion acquisition, recently commencing production from a five-well project on the Percussion acreage
•Completed land transactions to increase working interest and allow for capital efficient longer laterals

“The third quarter marked an important milestone for Callon as we completed a reorganization of our operations group into a business unit design to improve focus on capital efficiency and capital allocation,” said Joe Gatto, President and Chief Executive Officer. “We have delivered tangible benefits from this move in a short period of time, especially in terms of structural drilling efficiency gains from well design changes. We now expect to complete approximately 50,000 more lateral feet and commence drilling an incremental five wells relative to our mid-year forecast. This additional activity will benefit 2024 production, all while staying within our existing budget. These gains position us well heading into 2024 and set the stage for incremental structural efficiency gains as the year progresses. We expect these improvements will reduce our 2024 average total well costs, including facilities, by over 15%. Our focus into next year remains unchanged -- generate free cash flow, reduce debt, lower costs and return cash to our owners under our share repurchase program.”
Financial Results
Callon reported third quarter 2023 net income of $119.5 million, or $1.75 per share, (all share amounts are stated on a diluted basis), and adjusted EBITDAX of $342.2 million. Adjusted income was $123.9 million, or $1.82 per share. The Company generated $266.8 million of net cash provided by operating activities in the third quarter. Total operational capital expenditures for the quarter were $251 million.
Operational Results
Third quarter total production was in line with guidance and averaged 101.7 MBoe/d (57% oil and 79% liquids). Oil production for the period was lower than expectations and averaged 58.0 MBbls/d. Oil volumes during the period were negatively impacted by weather-related power and midstream disruptions in August and September and a lower-than-expected oil mix from recent completions in the Delaware West area. Approximately half of the third quarter 2023 turned-in-lines (15 of 33) were in the Delaware West.
Average realized commodity prices during the third quarter were $82.18 per Bbl for oil (100% of NYMEX WTI), $22.40 per Bbl for natural gas liquids, and $2.14 per MMBtu for natural gas (80% of NYMEX HH). The total average realized price for the period was $54.50 per Boe on an unhedged basis.
2023 Outlook
Callon today revised its outlook for fourth quarter and full-year 2023 production and reiterated guidance for full-year 2023 capital expenditures.
For the fourth quarter, the Company expects that its total and oil production will average 100 – 103 MBoe/d (~79% liquids) and 56 – 59 MBbls/d (previous guidance was 104 – 108 MBoe/d and 63 – 65 MBbls/d, respectively). Full year 2023 total and oil production is now expected to average 102 – 104 MBoe/d and 59 – 61 MBbls/d (previous guidance was 103 – 106 MBoe/d and 62 – 64 MBbls/d, respectively).

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Adjustments to the production outlook reflect the increased natural gas and NGL content from Delaware West and the ongoing optimization of Callon’s artificial lift programs. In the third quarter, the Company accelerated a change in its Delaware Basin artificial lift program, previously planned to start in 2024, that will incorporate an increased proportion of gas lift to reduce production downtime, lower workover expense, and enhance longer-term resource recovery.
Guidance for capital expenditures for full-year 2023 is unchanged at $960 – $980 million, despite an increase in previously forecast drilled lateral feet and completion activity into year-end. The Company is currently running five drilling rigs, four in the Delaware Basin and one in the Midland Basin, as well as one completion crew.
Shareholder Returns
During the third quarter, Callon repurchased 386,719 shares of common stock at a weighted average purchase price of $38.72 per common share for a total cost of approximately $15 million. As of September 30, 2023, the remaining authorized repurchase amount under the Share Repurchase Program was $285 million. Callon intends to use 40% of the fourth quarter adjusted free cash flow to repurchase shares.
Capital Structure
Callon remains focused on using a majority of its adjusted free cash flow to reduce total debt. As of September 30, 2023, Callon has approximately $1.1 billion of liquidity and $1.9 billion of long-term debt, including a drawn balance on the revolving credit facility of $396 million.
Earnings Call Information
The Company plans to host a conference call on Thursday, November 2, 2023, to discuss its third quarter 2023 financial and operating results and outlook.
Please join Callon Petroleum Company via the Internet for a webcast of the conference call:

Time/Date:
8 a.m. CT / 9 a.m. ET, Thursday, November 2, 2023
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
Matthew Hesterberg
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; the Company’s initiatives to control costs and improve capital and structural drilling efficiency; and the implementation of the Company’s business plans and strategy, as well as statements including the words “believe,” “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

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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.
•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, (gain) loss on sale of oil and gas properties, 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 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.

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Adjusted Income and Adjusted EBITDAX. The following tables reconcile the Company’s adjusted income and adjusted EBITDAX to net income (loss):
Three Months Ended
September 30, 2023June 30, 2023September 30, 2022
(In thousands except per share data)
Net income (loss)$119,484 ($107,896)$502,039 
(Gain) loss on derivative contracts55,804 (5,941)(134,850)
Gain (loss) on commodity derivative settlements, net(9,196)13,663 (105,006)
Non-cash expense related to share-based awards3,955 3,688 1,741 
Impairment of oil and gas properties— 406,898 — 
Gain on sale of oil and gas properties(20,570)— — 
Merger, integration and transaction4,925 1,543 — 
Other expense3,220 54 2,861 
Gain on extinguishment of debt(1,238)— — 
Tax effect on adjustments above (a)
(7,749)(88,180)49,403 
Change in valuation allowance(24,690)(100,749)(102,755)
Adjusted income$123,945 $123,080 $213,433 
Net income (loss) per diluted share$1.75 ($1.74)$8.11 
Adjusted income per diluted share$1.82 $1.99 $3.45 
Basic weighted average common shares outstanding67,931 61,856 61,703 
Diluted weighted average common shares outstanding (GAAP)68,083 61,856 61,870 
Effect of potentially dilutive instruments— 55 — 
Adjusted diluted weighted average common shares outstanding68,083 61,911 61,870 
(a)Calculated using the federal statutory rate of 21%.

Three Months Ended
September 30, 2023June 30, 2023September 30, 2022
(In thousands)
Net income (loss)$119,484 ($107,896)$502,039 
(Gain) loss on derivative contracts55,804 (5,941)(134,850)
Gain (loss) on commodity derivative settlements, net(9,196)13,663 (105,006)
Non-cash expense related to share-based awards3,955 3,688 1,741 
Impairment of oil and gas properties— 406,898 — 
Gain on sale of oil and gas properties(20,570)— — 
Merger, integration and transaction4,925 1,543 — 
Other expense3,220 54 2,861 
Income tax (benefit) expense509 (156,212)3,383 
Interest expense43,149 47,239 46,929 
Depreciation, depletion and amortization138,598 127,348 129,895 
Exploration3,588 1,882 2,942 
Gain on extinguishment of debt(1,238)— — 
Adjusted EBITDAX$342,228 $332,266 $449,934 

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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
September 30, 2023June 30, 2023September 30, 2022
(In thousands)
Net cash provided by operating activities$266,828$279,522$437,780
Changes in working capital and other26,34411,188(69,388)
Changes in accrued hedge settlements(10,224)63840,590
Merger, integration and transaction4,9251,543—
Cash flow from operations before net change in working capital287,873292,891408,982
Capital expenditures252,407293,697303,268
Increase (decrease) in accrued capital expenditures(12,872)(13,083)(42,247)
Capital expenditures before accruals239,535280,614261,021
Adjusted free cash flow$48,338$12,277$147,961



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

September 30, 2023December 31, 2022*
ASSETS
Current assets:
   Cash and cash equivalents$3,456 $3,395 
   Accounts receivable, net262,394 237,128 
   Fair value of derivatives1,196 21,332 
   Other current assets29,665 35,783 
      Total current assets296,711 297,638 
Oil and natural gas properties, successful efforts accounting method:
   Proved properties, net4,815,776 4,851,529 
   Unproved properties1,287,019 1,225,768 
      Total oil and natural gas properties, net6,102,795 6,077,297 
Other property and equipment, net26,398 26,152 
Deferred income taxes199,734 — 
Deferred financing costs14,235 18,822 
Fair value of derivatives21,742 454 
Other assets, net66,908 68,106 
   Total assets$6,728,523 $6,488,469 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
   Accounts payable and accrued liabilities$585,529 $536,233 
   Fair value of derivatives61,189 16,197 
   Other current liabilities103,077 150,384 
      Total current liabilities749,795 702,814 
Long-term debt1,948,619 2,241,295 
Asset retirement obligations41,290 53,892 
Fair value of derivatives44,807 13,415 
Other long-term liabilities82,954 51,272 
   Total liabilities2,867,465 3,062,688 
Commitments and contingencies
Stockholders’ equity:
   Common stock, $0.01 par value, 130,000,000 shares authorized;
   67,770,721 and 61,621,518 shares outstanding, respectively
678 616 
   Capital in excess of par value4,225,183 4,022,194 
   Accumulated deficit(364,803)(597,029)
      Total stockholders’ equity3,861,058 3,425,781 
Total liabilities and stockholders’ equity$6,728,523 $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 September 30, 2023.
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Callon Petroleum Company
Consolidated Statements of Operations
(In thousands, except per share amounts)

 Three Months Ended September 30,Nine Months Ended September 30,
 20232022*20232022*
Operating Revenues:  
Oil$438,665 $575,852 $1,269,996 $1,748,913 
Natural gas25,045 81,018 63,054 189,907 
Natural gas liquids46,489 67,548 130,488 210,696 
Sales of purchased oil and gas109,099 111,459 278,089 377,199 
Total operating revenues619,298 835,877 1,741,627 2,526,715 
Operating Expenses:  
Lease operating73,525 76,121 225,415 216,389 
Production and ad valorem taxes30,592 43,290 88,019 125,841 
Gathering, transportation and processing27,255 27,575 80,570 71,617 
Exploration3,588 2,942 7,702 7,237 
Cost of purchased oil and gas111,118 111,439 285,947 378,107 
Depreciation, depletion and amortization138,598 129,895 391,911 359,494 
Impairment of oil and gas properties— — 406,898 — 
Gain on sale of oil and gas properties(20,570)— (20,570)— 
General and administrative29,339 24,253 86,905 71,485 
Merger, integration and transaction4,925 — 6,468 769 
Total operating expenses398,370 415,515 1,559,265 1,230,939 
Income From Operations220,928 420,362 182,362 1,295,776 
Other (Income) Expenses:  
Interest expense43,149 46,929 136,694 141,020 
(Gain) loss on derivative contracts55,804 (134,850)24,218 305,098 
(Gain) loss on extinguishment of debt
(1,238)— (1,238)42,417 
Other (income) expense3,220 2,861 (3,140)3,130 
Total other (income) expense100,935 (85,060)156,534 491,665 
Income Before Income Taxes
119,993 505,422 25,828 804,111 
Income tax benefit (expense)(509)(3,383)206,398 (6,536)
Net Income
$119,484 $502,039 $232,226 $797,575 
Net Income Per Common Share:
Basic$1.76 $8.14 $3.64 $12.94 
Diluted$1.75 $8.11 $3.63 $12.88 
Weighted Average Common Shares Outstanding:
Basic67,931 61,703 63,827 61,624 
Diluted68,083 61,870 64,016 61,927 

*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 September 30, 2023.










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

 Three Months Ended September 30,Nine Months Ended September 30,
 20232022*20232022*
Cash flows from operating activities:
Net income
$119,484 $502,039 $232,226 $797,575 
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation, depletion and amortization138,598 129,895 391,911 359,494 
  Impairment of oil and gas properties— — 406,898 — 
  Amortization of non-cash debt related items, net2,734 2,559 7,979 9,680 
  Deferred income tax (benefit) expense(1,200)1,110 (206,041)1,110 
 (Gain) loss on derivative contracts55,804 (134,850)24,218 305,098 
  Cash received (paid) for commodity derivative settlements, net1,028 (145,596)13,274 (433,518)
 (Gain) loss on extinguishment of debt
(1,238)— (1,238)42,417 
  Gain on sale of oil and gas properties(20,570)— (20,570)— 
  Non-cash expense related to share-based awards
3,955 1,741 9,524 4,427 
  Other, net3,971 3,504 4,563 8,704 
  Changes in current assets and liabilities:
    Accounts receivable(28,352)71,479 14,219 (52,423)
    Other current assets(6,574)(4,732)(13,178)(12,229)
    Accounts payable and accrued liabilities(812)10,631 (69,522)(8,649)
    Net cash provided by operating activities266,828 437,780 794,263 1,021,686 
Cash flows from investing activities:
Capital expenditures(252,407)(303,268)(751,004)(648,149)
Acquisition of oil and gas properties(227,984)(1,692)(278,434)(17,006)
Proceeds from sales of assets549,333 4,723 551,446 9,313 
Cash paid for settlement of contingent consideration arrangement— — — (19,171)
Other, net(1,212)4,788 (2,850)13,497 
    Net cash provided by (used in) investing activities
67,730 (295,449)(480,842)(661,516)
Cash flows from financing activities:  
Borrowings on credit facility1,105,000 811,000 2,629,500 2,535,000 
Payments on credit facility(1,237,000)(954,000)(2,736,500)(2,684,000)
Issuance of 7.5% Senior Notes due 2030— — — 600,000 
Redemption of 8.25% Senior Notes due 2025
(187,238)— (187,238)— 
Redemption of 6.125% Senior Notes due 2024— — — (467,287)
Redemption of 9.0% Second Lien Senior Secured Notes due 2025— — — (339,507)
Payment of deferred financing costs(510)(1,081)(560)(11,623)
Cash paid to repurchase common stock(14,980)— (14,980)— 
Other, net(24)— (3,582)1,715 
    Net cash used in financing activities
(334,752)(144,081)(313,360)(365,702)
Net change in cash and cash equivalents(194)(1,750)61 (5,532)
  Balance, beginning of period3,650 6,100 3,395 9,882 
  Balance, end of period$3,456 $4,350 $3,456 $4,350 

*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 September 30, 2023.

SOURCE Callon Petroleum Company
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Exhibit 99.2

Callon Petroleum Company Third 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
1


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

September 30, 2023December 31, 2022*
ASSETS
Current assets:
   Cash and cash equivalents$3,456 $3,395 
   Accounts receivable, net262,394 237,128 
   Fair value of derivatives1,196 21,332 
   Other current assets29,665 35,783 
      Total current assets296,711 297,638 
Oil and natural gas properties, successful efforts accounting method:
   Proved properties, net4,815,776 4,851,529 
   Unproved properties1,287,019 1,225,768 
      Total oil and natural gas properties, net6,102,795 6,077,297 
Other property and equipment, net26,398 26,152 
Deferred income taxes199,734 — 
Deferred financing costs14,235 18,822 
Fair value of derivatives21,742 454 
Other assets, net66,908 68,106 
   Total assets$6,728,523 $6,488,469 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
   Accounts payable and accrued liabilities$585,529 $536,233 
   Fair value of derivatives61,189 16,197 
   Other current liabilities103,077 150,384 
      Total current liabilities749,795 702,814 
Long-term debt1,948,619 2,241,295 
Asset retirement obligations41,290 53,892 
Fair value of derivatives44,807 13,415 
Other long-term liabilities82,954 51,272 
   Total liabilities2,867,465 3,062,688 
Commitments and contingencies
Stockholders’ equity:
   Common stock, $0.01 par value, 130,000,000 shares authorized;
   67,770,721 and 61,621,518 shares outstanding, respectively
678 616 
   Capital in excess of par value4,225,183 4,022,194 
   Accumulated deficit(364,803)(597,029)
      Total stockholders’ equity3,861,058 3,425,781 
Total liabilities and stockholders’ equity$6,728,523 $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 September 30, 2023.















2


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

 Three Months Ended September 30,Nine Months Ended September 30,
 20232022*20232022*
Operating Revenues:  
Oil$438,665 $575,852 $1,269,996 $1,748,913 
Natural gas25,045 81,018 63,054 189,907 
Natural gas liquids46,489 67,548 130,488 210,696 
Sales of purchased oil and gas109,099 111,459 278,089 377,199 
Total operating revenues619,298 835,877 1,741,627 2,526,715 
Operating Expenses:  
Lease operating73,525 76,121 225,415 216,389 
Production and ad valorem taxes30,592 43,290 88,019 125,841 
Gathering, transportation and processing27,255 27,575 80,570 71,617 
Exploration3,588 2,942 7,702 7,237 
Cost of purchased oil and gas111,118 111,439 285,947 378,107 
Depreciation, depletion and amortization138,598 129,895 391,911 359,494 
Impairment of oil and gas properties— — 406,898 — 
Gain on sale of oil and gas properties(20,570)— (20,570)— 
General and administrative29,339 24,253 86,905 71,485 
Merger, integration and transaction4,925 — 6,468 769 
Total operating expenses398,370 415,515 1,559,265 1,230,939 
Income From Operations220,928 420,362 182,362 1,295,776 
Other (Income) Expenses:  
Interest expense43,149 46,929 136,694 141,020 
(Gain) loss on derivative contracts55,804 (134,850)24,218 305,098 
(Gain) loss on extinguishment of debt
(1,238)— (1,238)42,417 
Other (income) expense3,220 2,861 (3,140)3,130 
Total other (income) expense100,935 (85,060)156,534 491,665 
Income Before Income Taxes119,993 505,422 25,828 804,111 
Income tax benefit (expense)(509)(3,383)206,398 (6,536)
Net Income$119,484 $502,039 $232,226 $797,575 
Net Income Per Common Share:
Basic$1.76 $8.14 $3.64 $12.94 
Diluted$1.75 $8.11 $3.63 $12.88 
Weighted Average Common Shares Outstanding:
Basic67,931 61,703 63,827 61,624 
Diluted68,083 61,870 64,016 61,927 

*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 September 30, 2023.
3


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

 Three Months Ended September 30,Nine Months Ended September 30,
 20232022*20232022*
Cash flows from operating activities:
Net income
$119,484 $502,039 $232,226 $797,575 
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation, depletion and amortization138,598 129,895 391,911 359,494 
  Impairment of oil and gas properties— — 406,898 — 
  Amortization of non-cash debt related items, net2,734 2,559 7,979 9,680 
  Deferred income tax (benefit) expense(1,200)1,110 (206,041)1,110 
 (Gain) loss on derivative contracts55,804 (134,850)24,218 305,098 
  Cash received (paid) for commodity derivative settlements, net1,028 (145,596)13,274 (433,518)
 (Gain) loss on extinguishment of debt
(1,238)— (1,238)42,417 
  Gain on sale of oil and gas properties(20,570)— (20,570)— 
  Non-cash expense related to share-based awards
3,955 1,741 9,524 4,427 
  Other, net3,971 3,504 4,563 8,704 
  Changes in current assets and liabilities:
    Accounts receivable(28,352)71,479 14,219 (52,423)
    Other current assets(6,574)(4,732)(13,178)(12,229)
    Accounts payable and accrued liabilities(812)10,631 (69,522)(8,649)
    Net cash provided by operating activities266,828 437,780 794,263 1,021,686 
Cash flows from investing activities:
Capital expenditures(252,407)(303,268)(751,004)(648,149)
Acquisition of oil and gas properties(227,984)(1,692)(278,434)(17,006)
Proceeds from sales of assets549,333 4,723 551,446 9,313 
Cash paid for settlement of contingent consideration arrangement— — — (19,171)
Other, net(1,212)4,788 (2,850)13,497 
    Net cash provided by (used in) investing activities
67,730 (295,449)(480,842)(661,516)
Cash flows from financing activities:  
Borrowings on credit facility1,105,000 811,000 2,629,500 2,535,000 
Payments on credit facility(1,237,000)(954,000)(2,736,500)(2,684,000)
Issuance of 7.5% Senior Notes due 2030— — — 600,000 
Redemption of 8.25% Senior Notes due 2025
(187,238)— (187,238)— 
Redemption of 6.125% Senior Notes due 2024— — — (467,287)
Redemption of 9.0% Second Lien Senior Secured Notes due 2025— — — (339,507)
Payment of deferred financing costs(510)(1,081)(560)(11,623)
Cash paid to repurchase common stock(14,980)— (14,980)— 
Other, net(24)— (3,582)1,715 
    Net cash used in financing activities
(334,752)(144,081)(313,360)(365,702)
Net change in cash and cash equivalents(194)(1,750)61 (5,532)
  Balance, beginning of period3,650 6,100 3,395 9,882 
  Balance, end of period$3,456 $4,350 $3,456 $4,350 

*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 September 30, 2023.
4


Operating Results
The following table presents summary information for the periods indicated:
Three Months Ended
 September 30, 2023June 30, 2023September 30, 2022
Total production  
Oil (MBbls)
Permian 5,3104,6714,567
Eagle Ford281,0661,545
Total oil5,3385,7376,112
Natural gas (MMcf)
Permian11,64410,4099,041
Eagle Ford441,2921,616
Total natural gas11,68811,70110,657
NGLs (MBbls)
Permian2,0691,8161,702
Eagle Ford6229283
Total NGLs 2,0752,0451,985
Total production (MBoe)
Permian9,3208,2227,776
Eagle Ford411,5102,097
Total barrels of oil equivalent9,3619,7329,873
Total daily production (Boe/d)
Permian101,29290,35984,517
Eagle Ford44916,58922,799
Total barrels of oil equivalent101,741106,948107,316
Oil as % of total daily production57 %59 %62 %
Average realized sales price (excluding impact of settled derivatives)
Oil (per Bbl)
Permian$82.19$73.45$94.19
Eagle Ford79.6173.8094.31
Total oil$82.18$73.52$94.22
Natural gas (per Mcf)
Permian$2.13$1.15$7.53
Eagle Ford4.821.938.01
Total natural gas$2.14$1.23$7.60
NGL (per Bbl)
Permian$22.25$20.14$34.12
Eagle Ford74.3317.7233.49
Total NGL$22.40$19.87$34.03
Average realized sales price (per Boe)
Permian$54.43$47.63$71.54
Eagle Ford70.4156.4480.18
Total average realized sales price$54.50$49.00$73.37
Average realized sales price (including impact of settled derivatives)
Oil (per Bbl)$80.66$74.16$81.82
Natural gas (per Mcf)2.082.084.86
NGLs (per Bbl)22.2319.8734.03
Total average realized sales price (per Boe)$53.52$50.40$62.74
5


Three Months Ended
September 30, 2023June 30, 2023September 30, 2022
Revenues (in thousands)(a)
Oil
Permian$436,436$343,106$430,145
Eagle Ford2,22978,669145,707
Total oil$438,665$421,775$575,852
Natural gas
Permian$24,833$11,934$68,075
Eagle Ford2122,48912,943
Total natural gas$25,045$14,423$81,018
NGLs
Permian$46,043$36,570$58,069
Eagle Ford4464,0599,479
Total NGLs$46,489$40,629$67,548
Total revenues
Permian$507,312$391,610$556,289
Eagle Ford2,88785,217168,129
Total revenues$510,199$476,827$724,418
Additional per Boe data    
Sales price (b)
Permian$54.43$47.63$71.54
Eagle Ford70.4156.4480.18
Total sales price$54.50$49.00$73.37
Lease operating expense
Permian$7.91$7.42$7.55
Eagle Ford(3.90)10.448.31
Total lease operating expense$7.85$7.89$7.71
Production and ad valorem taxes
Permian$3.26$2.40$4.27
Eagle Ford4.513.294.79
Total production and ad valorem taxes$3.27$2.54$4.38
Gathering, transportation and processing
Permian$2.92$2.97$3.06
Eagle Ford1.121.941.80
Total gathering, transportation and processing$2.91$2.81$2.79
Operating margin
Permian$40.34$34.84$56.66
Eagle Ford68.6840.7765.28
Total operating margin$40.47$35.76$58.49
Depletion, depreciation and amortization$14.81$13.09$13.16
General and administrative$3.13$3.06$2.46
Adjusted G&A
Cash component (c)
$2.71$2.68$2.28
Non-cash component$0.42$0.42$0.39

(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
September 30, 2023
Loss on oil derivatives
$54,446 
Gain on natural gas derivatives
(2,315)
Loss on NGL derivatives2,933 
Loss on commodity derivative contracts
$55,064 
Three Months Ended
September 30, 2023
Cash received on oil derivatives$1,680 
Cash paid on natural gas derivatives
(560)
Cash paid on NGL derivatives(92)
Cash received for commodity derivative settlements, net$1,028 
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
September 30, 2023June 30, 2023September 30, 2022
(In thousands except per share data)
Net income (loss)$119,484 ($107,896)$502,039 
(Gain) loss on derivative contracts55,804 (5,941)(134,850)
Gain (loss) on commodity derivative settlements, net(9,196)13,663 (105,006)
Non-cash expense related to share-based awards3,955 3,688 1,741 
Impairment of oil and gas properties— 406,898 — 
Gain on sale of oil and gas properties(20,570)— — 
Merger, integration and transaction4,925 1,543 — 
Other expense3,220 54 2,861 
Gain on extinguishment of debt(1,238)— — 
Tax effect on adjustments above (a)
(7,749)(88,180)49,403 
Change in valuation allowance(24,690)(100,749)(102,755)
Adjusted income$123,945 $123,080 $213,433 
Net income (loss) per diluted share$1.75 ($1.74)$8.11 
Adjusted income per diluted share$1.82 $1.99 $3.45 
Basic weighted average common shares outstanding67,931 61,856 61,703 
Diluted weighted average common shares outstanding (GAAP)68,083 61,856 61,870 
Effect of potentially dilutive instruments— 55 — 
Adjusted diluted weighted average common shares outstanding68,083 61,911 61,870 
(a)Calculated using the federal statutory rate of 21%.

7


Three Months Ended
September 30, 2023June 30, 2023September 30, 2022
(In thousands)
Net income (loss)$119,484 ($107,896)$502,039 
(Gain) loss on derivative contracts55,804 (5,941)(134,850)
Gain (loss) on commodity derivative settlements, net(9,196)13,663 (105,006)
Non-cash expense related to share-based awards3,955 3,688 1,741 
Impairment of oil and gas properties— 406,898 — 
Gain on sale of oil and gas properties(20,570)— — 
Merger, integration and transaction4,925 1,543 — 
Other expense3,220 54 2,861 
Income tax (benefit) expense509 (156,212)3,383 
Interest expense43,149 47,239 46,929 
Depreciation, depletion and amortization138,598 127,348 129,895 
Exploration3,588 1,882 2,942 
Gain on extinguishment of debt(1,238)— — 
Adjusted EBITDAX$342,228 $332,266 $449,934 
Add: (Gain) loss on commodity derivative settlements, net9,196 (13,663)105,006 
Unhedged adjusted EBITDAX$351,424 $318,603 $554,940 
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
September 30, 2023June 30, 2023September 30, 2022
(In thousands)
Net cash provided by operating activities$266,828$279,522$437,780
Changes in working capital and other26,34411,188(69,388)
Changes in accrued hedge settlements(10,224)63840,590
Merger, integration and transaction4,9251,543—
Cash flow from operations before net change in working capital287,873292,891408,982
Capital expenditures252,407293,697303,268
Increase (decrease) in accrued capital expenditures(12,872)(13,083)(42,247)
Capital expenditures before accruals239,535280,614261,021
Adjusted free cash flow$48,338$12,277$147,961
Adjusted G&A. The following table reconciles G&A to Adjusted G&A - cash component (in thousands):
Three Months Ended
September 30, 2023June 30, 2023September 30, 2022
G&A$29,339 $29,768 $24,253 
Change in the fair value of liability share-based awards (non-cash)(49)393 2,151 
Adjusted G&A – total29,290 30,161 26,404 
Equity settled, share-based compensation (non-cash)(3,906)(4,081)(3,892)
Adjusted G&A – cash component$25,384 $26,080 $22,512 
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
September 30, 2023June 30, 2023September 30, 2022
(In thousands)
Operating revenues
Oil$438,665 $421,775 $575,852 
Natural gas25,045 14,423 81,018 
NGLs46,489 40,629 67,548 
Total operating revenues$510,199 $476,827 $724,418 
Impact of settled derivatives(9,196)13,663 (105,006)
Adjusted total revenue$501,003 $490,490 $619,412 
Net Debt. The following table presents and reconciles the Company’s net debt to total debt:
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
(In thousands)
Long-term debt
$1,948,619 $2,268,116 $2,204,514 $2,241,295 $2,373,358 
Unamortized premiums, discount, and deferred loan costs, net18,164 17,905 $18,807 19,726 20,663 
Adjusted long-term debt
$1,966,783 $2,286,021 $2,223,321 $2,261,021 $2,394,021 
Less: Cash and cash equivalents3,456 3,650 $3,370 3,395 4,350 
Net debt$1,963,327 $2,282,371 $2,219,951 $2,257,626 $2,389,671 
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, (gain) loss on sale of oil and gas properties, 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
v3.23.3
Cover Page
Nov. 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 01, 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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