EX-99.4 8 ex994proformafinancialstat.htm EX-99.4 Document

Exhibit 99.4
Callon Petroleum Company
Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of Callon Petroleum Company (“Callon” or the “Company”), Percussion Petroleum Management II, LLC (“Percussion Petroleum Management II”) and Percussion Petroleum Operating II, LLC (“Percussion Petroleum Operating II” and together with Percussion Petroleum Management II, “Percussion”) and has been adjusted to reflect the following:
Callon’s acquisition of all of the issued and outstanding equity interests of Percussion Petroleum Operating II (the “Acquisition”) for consideration of approximately $458.6 million, which consists of $248.6 million in cash, inclusive of the repayment of Percussion’s indebtedness of approximately $220.0 million, and $210.0 million in shares of the Company’s common stock (the “Stock Consideration”), subject to customary purchase price adjustments, as well as potential earnout obligations up to $62.5 million should the WTI price of oil exceed certain thresholds in 2023, 2024, and 2025, based on a preliminary valuation date of June 9, 2023.
Callon’s divestiture of all of its issued and outstanding equity interests of Callon (Eagle Ford) LLC (“Callon (Eagle Ford)”), to Ridgemar Energy Operating, LLC (“Ridgemar”) (the “Disposition”) for consideration of approximately $551.0 million in cash, subject to customary purchase price adjustments, as well as potential contingent consideration up to $45.0 million should the WTI price of oil exceed certain thresholds in 2024.
Certain of Percussion’s historical amounts have been reclassified to conform to the financial statement presentation of Callon. Additionally, the adjustments columns in the unaudited pro forma condensed combined financial statements below include adjustments and eliminations made to Percussion’s historical financial information to reflect certain assets and liabilities retained by Percussion, respectively. The unaudited pro forma condensed combined balance sheet as of March 31, 2023 gives effect to the Acquisition and Disposition as if they had occurred on March 31, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and the three months ended March 31, 2023 both give effect to the Acquisition and Disposition as if they had occurred on January 1, 2022.    
The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of March 31, 2023 using currently available information. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable after completion of the Disposition and Acquisition.
For income tax purposes, the Acquisition will be treated as an asset purchase such that the tax bases in the assets and liabilities will generally reflect the allocated fair value at closing. Therefore, the Company does not anticipate a material tax consequence for deferred income taxes related to the Acquisition. Callon has not reflected any estimated tax impact related to the Acquisition or Disposition in the accompanying unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 given the significant income tax benefit recognized as a result of the release of the valuation allowance against Callon’s net deferred tax assets. Additionally, for the year ended December 31, 2022, Callon has not reflected any estimated tax impact related to the Acquisition or Disposition in the accompanying unaudited pro forma condensed combined statements of operations because Callon’s effective tax rate was not meaningful due to the valuation allowance recorded against the Company’s net deferred tax assets.
The following unaudited pro forma condensed combined financial information should be read in conjunction with Callon’s consolidated financial statements and the related notes thereto, which are included in Callon’s Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2023, and Percussion’s consolidated financial statements and the related notes thereto, which are included elsewhere in this filing.

1


Callon Petroleum Company
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2023
(In thousands)
HistoricalTransaction Accounting Adjustments
Callon -
As
Reported
Percussion -
As
Reported
Reclassification & Elimination
Adjustments
DispositionAcquisitionPro
Forma
Combined
ASSETS
Current assets:
Cash and cash equivalents$3,370 $20,449 ($20,449)(a)$550,981 (f)($248,585)(l)$305,766 
Accounts receivable, net210,107 37,278 (226)(a)— — 247,159 
Fair value of derivatives25,761 — — — — 25,761 
Prepaid expenses & other— 374 (374)(a)(b)— — — 
Inventory— 12,766 (12,766)(a)— — — 
Other current assets35,406 — 187 (b)(1,247)(g)427 (m)34,773 
Total current assets274,644 70,867 (33,628)549,734 (248,158)613,459 
Oil and natural gas properties, successful efforts
Proved properties, net4,999,527 — 597,196 (c)(d)(923,814)(h)(97,667)(n)4,575,242 
Unproved properties1,227,575 — 1,757 (c)(31,315)(h)77,651 (o)1,275,668 
Total oil and natural gas properties, net6,227,102 — 598,953 (955,129)(20,016)5,850,910 
Proved and unproved properties, full cost— 676,779 (676,779)(c)— — — 
Other property and equipment— 3,396 (3,396)(a)(e)— — — 
Accumulated depreciation, depletion and amortization, full cost accounting method— (117,632)117,632 (d)— — — 
Other property and equipment, net28,719 — 110 (d)(e)(1,446)(h)— 27,383 
Deferred income taxes45,669 — — — — 45,669 
Deferred financing costs17,152 — — — — 17,152 
Debt issuance costs— 2,697 (2,697)(a)— — — 
Operating lease - right-of-use asset— 2,353 (2,353)(a)— — — 
Other assets, net58,379 — — 7,927 (i)— 66,306 
Total assets$6,651,665 $638,460 ($2,158)($398,914)($268,174)$6,620,879 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities$550,923 $63,325 ($2,796)(a)($13,498)(j)$— $597,954 
Revenue payable— 26,309 — — — 26,309 
Fair value of derivatives570 25,336 — — (3,958)(p)21,948 
S/T operating lease - right-of-use liability— 563 (563)(a)— — — 
Other current liabilities146,195 — — (5,897)(h)10,728 (q)151,026 
Total current liabilities697,688 115,533 (3,359)(19,395)6,770 797,237 
Long-term debt2,204,514 220,000 — — (220,000)(r)2,204,514 
Asset retirement obligations55,023 3,010 — (19,312)(h)(2,004)(s)36,717 
Fair value of derivatives6,594 15,972 — — 12,706 (t)35,272 
L/T operating lease - right-of-use liability— 1,934 (1,934)(a)— — — 
Other long-term liabilities38,088 — — (1,409)(h)9,500 (q)46,179 
Total liabilities3,001,907 356,449 (5,293)(40,116)(193,028)3,119,919 
Commitments and contingencies
Stockholders’ equity:
Common stock616 — — — 63 (l)679 
Capital in excess of par value4,025,533 — — — 209,937 (l)4,235,470 
Members’ equity— 282,011 3,135 (a)— (285,146)(u)— 
Accumulated deficit(376,391)— — (358,798)(k)— (735,189)
Total stockholders’ equity3,649,758 282,011 3,135 (358,798)(75,146)3,500,960 
Total liabilities and stockholders’ equity$6,651,665 $638,460 ($2,158)($398,914)($268,174)$6,620,879 
2


Callon Petroleum Company
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2023
(In thousands, except per share amounts)
HistoricalTransaction Accounting Adjustments
Callon -
As
Reported
Percussion -
As
Reported
Reclassification
& Elimination
Adjustments
DispositionAcquisitionPro
Forma
Combined
(e)
Operating Revenues:
Oil$409,556 $— $61,411 (a)($86,590)$— $384,377 
Natural gas23,586 — 1,569 (a)(4,356)— 20,799 
Oil and gas revenue— 68,978 (68,978)(a)— — — 
Natural gas liquids43,370 — 5,998 (a)(4,754)— 44,614 
Sales of purchased oil and gas83,534 — — — — 83,534 
Realized loss on oil and gas derivatives— (7,992)7,992 (a)— — — 
Total operating revenues560,046 60,986 7,992 (95,700)— 533,324 
Operating Expenses: 
Lease operating75,102 12,037 — (16,887)— 70,252 
Production and ad valorem taxes32,721 4,589 — (7,324)— 29,986 
Gathering, transportation and processing25,977 2,077 955 (a)(3,270)— 25,739 
Minimum volume commitment deficiency fees— 955 (955)(a)— — — 
Exploration2,232 — — (10)— 2,222 
Cost of purchased oil and gas86,061 — — — — 86,061 
Depreciation, depletion and amortization125,965 16,280 (7,290)(b)(d)(25,266)(1,970)(f)107,719 
General and administrative27,798 1,501 (1,143)(c)(d)852 — 29,008 
Merger, integration and transaction— 913 (913)(d)— — — 
Total operating expenses375,856 38,352 (9,346)(51,905)(1,970)350,987 
Income (Loss) From Operations184,190 22,634 17,338 (43,795)1,970 182,337 
Other (Income) Expenses: 
Interest expense46,306 5,169 (5,169)(d)— — 46,306 
(Gain) loss on derivative contracts(25,645)— (39,695)(a)— — (65,340)
Net unrealized gain on oil and gas derivatives— (47,687)47,687 (a)— — — 
Other (income) expense(6,414)(142)— — — (6,556)
Total other (income) expense14,247 (42,660)2,823 — — (25,590)
Income (Loss) Before Income Taxes169,943 65,294 14,515 (43,795)1,970 207,927 
Income tax benefit50,695 — — — — 50,695 
Net Income (Loss)$220,638 $65,294 $14,515 ($43,795)$1,970 $258,622 
Net Income (Loss) Per Common Share: 
Basic$3.58 $3.81 
Diluted$3.57 $3.79 
Weighted Average Common Shares Outstanding: 
Basic61,625 6,276 (g)67,901 
Diluted61,874 6,276 (g)68,150 


3


Callon Petroleum Company
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022
(In thousands, except per share amounts)
HistoricalTransaction Accounting Adjustments
Callon -
As
Reported *
Percussion -
As
Reported
Reclassification
& Elimination
Adjustments
DispositionAcquisitionPro
Forma
Combined
(f)
Operating Revenues:
Oil$2,262,647 $— $327,106 (a)($538,222)$— $2,051,531 
Natural gas232,681 — 17,296 (a)(39,527)— 210,450 
Oil and gas revenue— 372,306 (372,306)(a)— — — 
Natural gas liquids260,472 — 27,904 (a)(34,502)— 253,874 
Sales of purchased oil and gas475,164 — — — — 475,164 
Realized loss on oil and gas derivatives— (158,825)158,825 (a)— — — 
Total operating revenues3,230,964 213,481 158,825 (612,251)— 2,991,019 
Operating Expenses:   
Lease operating290,486 51,245 — (72,446)— 269,285 
Production and ad valorem taxes159,920 23,585 — (36,963)— 146,542 
Gathering, transportation and processing96,902 7,564 3,837 (a)(14,443)— 93,860 
Minimum volume commitment deficiency fees— 3,837 (3,837)(a)— — — 
Exploration9,703 — 130 (b)(520)— 9,313 
Cost of purchased oil and gas478,445 — — — — 478,445 
Depreciation, depletion and amortization494,229 77,626 (32,740)(c)(e)(106,437)(15,397)(g)417,281 
Impairment of oil and gas properties2,201 — — — — 2,201 
Loss on sale of oil and gas properties— — — 358,798 — 358,798 
General and administrative97,996 6,570 (4,414)(d)(e)3,407 — 103,559 
Merger, integration and transaction769 700 (700)(e)— — 769 
Total operating expenses1,630,651 171,127 (37,724)131,396 (15,397)1,880,053 
Income (Loss) From Operations1,600,313 42,354 196,549 (743,647)15,397 1,110,966 
Other (Income) Expenses:   
Interest expense187,792 13,207 (13,207)(e)— — 187,792 
(Gain) loss on derivative contracts330,953 — 169,961 (a)— 500,914 
Net unrealized loss on oil and gas derivatives— 11,136 (11,136)(a)— — — 
(Gain) loss on extinguishment of debt45,658 — — — — 45,658 
Other (income) expense2,645 (4,085)(82)(e)— — (1,522)
Total other (income) expense567,048 20,258 145,536 — — 732,842 
Income (Loss) Before Income Taxes1,033,265 22,096 51,013 (743,647)15,397 378,124 
Income tax benefit (expense)(13,822)— — — — (13,822)
Net Income (Loss)$1,019,443 $22,096 $51,013 ($743,647)$15,397 $364,302 
Net Income (Loss) Per Common Share: 
Basic$16.54 $5.37 
Diluted$16.47 $5.34 
Weighted Average Common Shares Outstanding:
Basic61,620 6,276 (h)67,896 
Diluted61,904 6,276 (h)68,180 
*Financial information for the year ended December 31, 2022 has been recast to reflect retrospective application of the successful efforts method of accounting. See “Note 2 - Change in Accounting Principle” for additional information.
4


Notes to the Unaudited Pro Forma Consolidated Financial Statements

Note 1 - Basis of Presentation
On July 3, 2023, Callon and Callon Petroleum Operating Company (“CPOC”), Callon’s wholly owned subsidiary, completed its acquisition of all of the issued and outstanding equity interests of Percussion Petroleum Operating II for total consideration of $248.6 million in cash, inclusive of the repayment of $220.0 million of Percussion’s indebtedness, and $210.0 million in shares of the Company’s common stock, subject to customary purchase price adjustments. In connection with the Acquisition, the Company also assumed Percussion’s existing hedges, transportation contract liabilities and potential earnout obligations up to $62.5 million should the WTI price of oil exceed certain thresholds in 2023, 2024, and 2025 (the “Percussion Contingent Consideration”).
In a concurrent transaction, Callon also completed its divestiture of all of the issued and outstanding equity interests of Callon (Eagle Ford) LLC (“Callon Eagle Ford”), CPOC’s wholly owned subsidiary, to Ridgemar Energy Operating, LLC (“Ridgemar”) for cash consideration of $551.0 million, subject to customary purchase price adjustments, with additional contingent consideration up to $45.0 million should the WTI price of oil exceed certain thresholds in 2024 (the “Ridgemar Contingent Consideration”).
The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma adjustments that are directly attributable to the Disposition and Acquisition. The preparation of the unaudited pro forma condensed combined financial statements is in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operation may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable after completion of the Disposition and Acquisition.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the Disposition and Acquisition and do not purport to represent the Company's financial position or what the actual results of operations would have been had the transaction occurred on the respective dates assumed, nor is it necessarily indicative of the Company's future operating results. However, the pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements reflect estimates and assumptions that the Company's management believes to be reasonable. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.
Note 2 - Change in Accounting Principle
In the first quarter of 2023, Callon voluntarily changed its method of accounting for oil and natural gas exploration and development activities from the full cost method to the successful efforts method. Accordingly, financial information for prior periods has been recast to reflect retrospective application of the successful efforts method. See “Note 2 — Summary of Significant Accounting Policies” and “Note 3 — Change in Accounting Principle” of the Notes to the Consolidated Financial Statements in Callon’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 for additional information.
5


The following table presents the effects of the change to the successful efforts method in the consolidated statements of operations:
Year Ended December 31, 2022
Under
Full Cost
ChangesUnder Successful Efforts
(In thousands, except per share data)
Operating Expenses:
Exploration$— $9,703 $9,703 
Depreciation, depletion and amortization466,517 27,712 494,229 
Impairment of oil and gas properties— 2,201 2,201 
General and administrative57,393 40,603 97,996 
Income From Operations1,680,532 (80,219)1,600,313 
Other Expenses:
Interest expense79,667 108,125 187,792 
Income Before Income Taxes1,221,609 (188,344)1,033,265 
Income tax benefit (expense)(11,793)(2,029)(13,822)
Net Income$1,209,816 ($190,373)$1,019,443 
Net Income Per Common Share:
Basic$19.63 $16.54 
Diluted$19.54 $16.47 
Note 3 - Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023
Reclassification & Elimination Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2023 to reclassify certain of Percussion’s historical amounts to conform to the historical presentation of Callon and to eliminate certain assets and liabilities retained by Percussion:
a)Represents the elimination of certain assets and liabilities retained by Percussion.
b)Represents a reclassification of $0.2 million of Percussion’s “Prepaid expenses & other” to “Other current assets”.
c)Represents a reclassification of $675.0 million and $1.8 million of Percussion’s “Proved and unproved properties” to “Proved properties, net” and “Unproved properties”, respectively, and a $2.8 million downward adjustment to “Proved properties, net” due to the change from Percussion’s historical accounting under the full cost method to conform to Callon’s accounting under the successful efforts method.
d)Represents a reclassification of $114.5 million and $3.1 million of Percussion’s “Accumulated depreciation, depletion and amortization of proved properties” and “Other property and equipment” to “Proved properties, net” and “Other property and equipment, net”, respectively, and a $39.5 million upward adjustment to “Proved properties, net” due to the change from Percussion’s historical accounting under the full cost method to conform to Callon’s accounting under the successful efforts method.
e)Represents a reclassification of $3.2 million of Percussion’s “Other property and equipment” to “Other property and equipment, net”.
Disposition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2023 to reflect the Disposition:
f)Represents cash proceeds of $551.0 million, net of customary purchase price adjustments.
g)Represents inventory included in the Disposition.
h)Represents the elimination of the value of the disposed assets and the asset retirement obligation attributable to the disposed assets, as well as the operating lease liabilities.
6


i)Represents the estimated fair value of the Ridgemar Contingent Consideration as well as the removal of the operating lease right-of-use assets.
j)Represents the suspense payable included in the Disposition.
k)Represents an estimated net loss on the Disposition.
Acquisition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2023 to reflect the Acquisition:
l)Represents the allocation of the estimated fair value of consideration transferred as follows:
$28.6 million in cash consideration, net of customary purchase price adjustments,
$220.0 million in cash repayment of Percussion’s indebtedness, and
$210.0 million in Stock Consideration, based on the closing price of Callon’s common stock as of June 9, 2023. The actual number of shares to be issued is based on Callon's 20-day trailing volume weighted average price ("VWAP") at closing or $32.50, whichever is higher.
m)Represents inventory included in the Acquisition.
n)Represents the following adjustments to proved properties, net:
$499.5 million increase to reflect proved properties, net at estimated fair value, and
$597.2 million decrease to reflect the elimination of Percussion’s historical proved properties, net balance.
o)Represents the following adjustments to unproved properties:
$79.5 million increase to reflect unproved properties at estimated fair value, and
$1.8 million decrease to reflect the elimination of Percussion’s historical unproved properties balance.
p)Represents the following adjustments to current liabilities related to the fair value of derivatives:
$9.4 million estimated fair value of the hedges assumed in the Acquisition,
$11.9 million estimated fair value of the Percussion Contingent Consideration, and
$25.3 million decrease to reflect the elimination of Percussion’s historical fair value of derivatives balance.
q)Represents other current liabilities and other long-term liabilities assumed in the Acquisition.
r)Represents the repayment of Percussion’s indebtedness.
s)Represents adjustments to Percussion’s asset retirement obligations to conform to Callon’s asset retirement obligations estimates and assumptions.
t)Represents the following adjustments to non-current liabilities related to the fair value of derivatives:
$6.5 million estimated fair value of the hedges assumed in the Acquisition,
$22.2 million estimated fair value of the Percussion Contingent Consideration, and
$16.0 million decrease to reflect the elimination of Percussion’s historical fair value of derivatives balance.
u)Represents the elimination of Percussion’s historical equity.
Note 4 - Unaudited Pro Forma Condensed Combined Statement of Operations
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2023
Reclassification & Elimination Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 to reclassify certain of Percussion’s historical amounts to conform to the historical presentation of Callon and to eliminate the effects of certain assets and liabilities retained by Percussion:
a)Represents reclassifications to conform to Callon’s financial statement presentation.
7


b)Represents adjustments to depreciation, depletion and amortization expense resulting from the change in basis of proved properties as a result of the conversion from the full cost method to the successful efforts method.
c)Represents adjustment to general and administrative expenses for overhead originally capitalized by Percussion under the full cost method of accounting.
d)Represents adjustments to eliminate the effects of assets and liabilities retained by Percussion and not associated with the oil and natural gas properties acquired.
Disposition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 to reflect the Disposition:
e)Represents adjustments to the Company’s historical consolidated statement of operations to remove the effects of the Disposition.
Acquisition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 to reflect the Acquisition:
f)Represents adjustment to depreciation, depletion and amortization expense resulting from the change in basis of proved properties acquired.
g)Represents 6.3 million shares of Callon common stock issued as a portion of the consideration for the Acquisition.
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2022
Reclassification & Elimination Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 to reclassify certain of Percussion’s historical amounts to conform to the historical presentation of Callon and to eliminate the effects of certain assets and liabilities retained by Percussion:
a)Represents reclassifications to conform to Callon’s financial statement presentation.
b)Represents adjustment for geological and geophysical costs originally capitalized by Percussion under the full cost method of accounting.
c)Represents adjustments to depreciation, depletion and amortization expense resulting from the change in basis of proved properties as a result of the conversion from the full cost method to the successful efforts method.
d)Represents adjustment to general and administrative expenses for overhead originally capitalized by Percussion under the full cost method of accounting.
e)Represents adjustments to eliminate the effects of assets and liabilities retained by Percussion and not associated with the oil and natural gas properties acquired.
Disposition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 to reflect the Disposition:
f)Represents adjustments to the Company’s historical consolidated statement of operations to remove the effects of the Disposition.
Acquisition Adjustments
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 to reflect the Acquisition:
g)Represents adjustment to depreciation, depletion and amortization expense resulting from the change in basis of proved properties acquired.
h)Represents 6.3 million shares of Callon common stock issued as a portion of the consideration for the Acquisition.

8



Note 5 - Supplemental Pro Forma Oil and Gas Information
The following tables present the estimated pro forma combined net proved developed and undeveloped oil and natural gas reserves as of December 31, 2022 for Callon and Percussion, along with a summary of changes in the quantities of net remaining proved reserves during the year ended December 31, 2022. The pro forma reserve information set forth below gives effect to the Disposition and Acquisition as if they had been completed on January 1, 2022.
Reserve estimates are inherently imprecise. As such, actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from the estimates.
Historical
Callon -
As Reported
Percussion -
As Reported
Callon (Eagle Ford) -
As Reported
Pro Forma
Combined
Total proved reserves
Oil (MBbls)
Balance as of January 1, 2022290,296 131,160 (54,846)366,610 
Extensions and discoveries41,064 2,879 (117)43,826 
Revisions to previous estimates(31,163)(45,132)1,004 (75,291)
Sales of reserves in place(949)(30,228)44 (31,133)
Production(23,639)(3,402)5,598 (21,443)
Balance as of December 31, 2022275,609 55,277 (48,317)282,569 
Natural Gas (MMcf)
Balance as of January 1, 2022577,327 158,092 (53,892)681,527 
Extensions and discoveries75,801 3,598 (7)79,392 
Revisions to previous estimates(11,155)(62,363)(7,446)(80,964)
Sales of reserves in place(7,503)(38,454)175 (45,782)
Production(41,627)(3,305)6,107 (38,825)
Balance as of December 31, 2022592,843 57,568 (55,063)595,348 
NGLs (MBbls)
Balance as of January 1, 202298,104 34,128 (9,397)122,835 
Extensions and discoveries14,264 893 (2)15,155 
Revisions to previous estimates1,376 (10,929)(1,433)(10,986)
Sales of reserves in place(1,159)(8,288)34 (9,413)
Production(7,476)(907)1,052 (7,331)
Balance as of December 31, 2022105,109 14,897 (9,746)110,260 
Total (MBoe)
Balance as of January 1, 2022484,621 191,637 (73,225)603,033 
Extensions and discoveries67,961 4,372 (120)72,213 
Revisions to previous estimates(31,645)(66,456)(1,670)(99,771)
Sales of reserves in place(3,359)(44,925)107 (48,177)
Production(38,053)(4,860)7,668 (35,245)
Balance as of December 31, 2022479,525 79,768 (67,240)492,053 

9



Historical
Callon -
As Reported
Percussion -
As Reported
Callon (Eagle Ford) -
As Reported
Pro Forma
Combined
Proved developed reserves
Oil (MBbls)
Balance as of January 1, 2022162,886 30,628 (38,044)155,470 
Balance as of December 31, 2022170,866 22,481 (36,008)157,339 
Natural gas (MMcf)
Balance as of January 1, 2022332,266 36,289 (41,257)327,298 
Balance as of December 31, 2022351,278 22,718 (46,414)327,582 
NGLs (MBbls)
Balance as of January 1, 202255,720 7,834 (6,958)56,596 
Balance as of December 31, 202263,788 5,729 (8,027)61,490 
Total proved developed reserves (MBoe)
Balance as of January 1, 2022273,983 44,510 (51,878)266,615 
Balance as of December 31, 2022293,200 31,996 (51,771)273,425 
Proved undeveloped reserves
Oil (MBbls)
Balance as of January 1, 2022127,410 100,532 (16,802)211,140 
Balance as of December 31, 2022104,743 32,796 (12,309)125,230 
Natural gas (MMcf)
Balance as of January 1, 2022245,061 121,803 (12,635)354,229 
Balance as of December 31, 2022241,565 34,850 (8,649)267,766 
NGLs (MBbls)
Balance as of January 1, 202242,384 26,294 (2,439)66,239 
Balance as of December 31, 202241,321 9,168 (1,719)48,770 
Total proved undeveloped reserves (MBoe)
Balance as of January 1, 2022210,638 147,127 (21,347)336,418 
Balance as of December 31, 2022186,325 47,772 (15,470)218,627 
Total proved reserves
Oil (MBbls)
Balance as of January 1, 2022290,296 131,160 (54,846)366,610 
Balance as of December 31, 2022275,609 55,277 (48,317)282,569 
Natural gas (MMcf)
Balance as of January 1, 2022577,327 158,092 (53,892)681,527 
Balance as of December 31, 2022592,843 57,568 (55,063)595,348 
NGLs (MBbls)
Balance as of January 1, 202298,104 34,128 (9,397)122,835 
Balance as of December 31, 2022105,109 14,897 (9,746)110,260 
Total proved reserves (MBoe)
Balance as of January 1, 2022484,621 191,637 (73,225)603,033 
Balance as of December 31, 2022479,525 79,768 (67,240)492,053 
10


The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2022 is as follows:
Historical
Callon -
As Reported
Percussion -
As Reported
Callon (Eagle Ford) -
As Reported
Pro Forma
Combined
(In thousands)
Future cash inflows$33,424,190 $6,143,028 ($5,328,464)$34,238,754 
Future costs
Production(10,702,897)(1,767,016)1,914,106 (10,555,807)
Development and net abandonment(2,326,789)(682,836)390,234 (2,619,391)
Future net inflows before income taxes20,394,504 3,693,176 (3,024,124)21,063,556 
Future income taxes(3,000,300)(32,252)434,282 (2,598,270)
Future net cash flows17,394,204 3,660,924 (2,589,842)18,465,286 
10% discount factor(8,390,068)(2,046,105)1,058,219 (9,377,954)
Standardized measure of discounted future net cash flows$9,004,136 $1,614,819 ($1,531,623)$9,087,332 
The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2022 are as follows:
Historical
Callon -
As Reported
Percussion -
As Reported
Callon (Eagle Ford) -
As Reported
Pro Forma
Combined
(In thousands)
Standardized measure at the beginning of the period$6,250,755 $2,297,123 ($1,212,658)$7,335,220 
Sales and transfers, net of production costs(2,208,492)(289,891)488,400 (2,009,983)
Net change in sales and transfer prices, net of production costs4,168,425 791,366 (871,010)4,088,781 
Net change due to sales of in place reserves(36,389)(534,400)741 (570,048)
Extensions, discoveries, and improved recovery, net of future production and development costs incurred1,338,286 72,068 (5,624)1,404,730 
Changes in future development cost(257,344)46,290 82,259 (128,795)
Previously estimated development costs incurred289,207 197,485 (66,613)420,079 
Revisions of quantity estimates(215,828)(788,638)(63,816)(1,068,282)
Accretion of discount705,127 232,517 (132,955)804,689 
Net change in income taxes(730,185)13,279 153,203 (563,703)
Changes in production rates, timing and other(299,426)(422,380)(a)96,450 (625,356)
Aggregate change2,753,381 (682,304)(318,965)1,752,112 
Standardized measure at the end of the period$9,004,136 $1,614,819 ($1,531,623)$9,087,332 
(a) As of December 31, 2022, Percussion’s management had revised its future development plan and reduced the pace of drilling from a three-rig program to a one-rig program. As a result, the above line for “Changes in production rates, timing and other” includes a charge of $516.8 million.
11