8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report

February 13, 2017

(Date of earliest event reported)

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

Delaware	001-14039	64-0844345
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 North Canal St.

Natchez, Mississippi 39120

(Address of principal executive offices, including zip code)

(601) 442-1601

(Registrant’s telephone number, including area code)

Not Applicable

(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

EXPLANATORY NOTE

As previously disclosed in its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on February 15, 2017 (the “Original Form 8-K”), Callon Petroleum Operating Company (CPOC”), a wholly owned subsidiary of Callon Petroleum Company (“Callon” or the “Company”), entered into a purchase and sale agreement (the “Ameredev Purchase Agreement”) with American Resource Development, LLC, American Resource Development Upstream, LLC, and American Resource Development Midstream, LLC (collectively, “Ameredev”) for the purchase of certain oil and gas producing properties and undeveloped acreage (the “Acquired Properties”) in the Delaware Basin (the “Ameredev Transaction”).

On February 13, 2017, CPOC completed the Ameredev Transaction for a total purchase price of approximately $633 million in cash, subject to customary post-closing adjustments. The Ameredev Purchase Agreement provides for customary adjustments to the purchase price based on an effective date of October 1, 2016.

The Acquired Properties include approximately 16,700 net surface acres in Ward and Pecos Counties, Texas, comprised of an initial 16,098 net acres and an incremental 590 net acres acquired between signing and closing of the transaction that are either within or contiguous to the Ward County footprint.

On May 1, 2017, Callon amended the Original Form 8-K to include certain financial statements relating to the Ameredev Transaction and the pro forma financial statements required by Item 9.01 of Form 8-K.

This Amendment No. 2 to Form 8-K/A further amends and supplements the Original Form 8-K to include certain pro forma financial statements relating to the Ameredev Transaction required by Item 9.01 of Form 8-K. This Amendment No. 2 to Form 8-K/A should be read in connection with the previously filed Current Reports on Form 8-K and 8-K/A described above which provide a more complete description of the Ameredev Transaction.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Unaudited Pro Forma Consolidated Statements of Operations of the Company for the three months ended March 31, 2017, are attached hereto as Exhibit 99.1.

(d) Exhibits

Exhibit Number	Title of Document
99.1	Unaudited Pro Forma Consolidated Statements of Operations

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)
May 19, 2017	By:	/s/ Joseph C. Gatto, Jr.
		Joseph C. Gatto, Jr.
		President and Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
99.1	Unaudited Pro Forma Consolidated Statements of Operations

EX-99.1

Exhibit 99.1

CALLON PETROLEUM COMPANY, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On February 13, 2017, Callon Petroleum Operating Company, a wholly owned subsidiary of Callon Petroleum Company (“Callon” or the “Company”) completed the acquisition of 29,175 gross (16,688 net) acres in the Delaware Basin, primarily located in Ward and Pecos Counties, Texas from American Resource Development, LLC, for total cash consideration of $632.9 million, excluding customary purchase price adjustments (the “Ameredev Transaction”). The Company acquired an 82% average working interest in the properties acquired in the Ameredev Transaction.

We derived the unaudited pro forma consolidated financial statements from the historical consolidated financial statements of the Company and the Combined Schedules of Revenues and Direct Operating Expenses for the Ameredev Transaction for the respective periods. The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2017 give effect to the Ameredev Transaction as if it occurred on January 1, 2017.

The pro forma adjustments are based on available information and certain assumptions that we believe are reasonable as of the date of this Current Report on Form 8-K/A. Assumptions underlying the pro forma adjustments related to the Ameredev Transaction are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated statement of operations. The pro forma adjustments reflected herein are based on management’s expectations regarding the Ameredev Transaction discussed above.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the Ameredev Transaction been consummated on the date or for the period presented. The unaudited pro forma consolidated statement of operations should be read in connection with the Company’s Current Reports on Form 8-K filed on December 13, 2016 and February 15, 2017, and Form 8-K/A, filed on May 1, 2017, which provide a more complete description of the Ameredev Transaction.

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CALLON PETROLEUM COMPANY

Unaudited Pro forma Consolidated Statements of Operations for the Three Months Ended March 31, 2017

($ in thousands, except share data)

				Ameredev
	Historical			Transaction			Pro forma
Operating revenues:
Oil sales	$	72,008		$	*		$	*
Natural gas sales		9,355			*			*
Total operating revenues		81,363			3,053	a		84,416
Operating expenses:
Lease operating expenses		12,937			247			13,184
Production taxes		5,904			148			6,052
Depreciation, depletion and amortization		24,433			—			24,433
General and administrative		5,206			—			5,206
Accretion expense		184			—			184
Acquisition expense		450			—			450
Total operating expenses		49,114			395	a		49,509
Income (loss) from operations		32,249			2,658			34,907
Other (income) expenses:
Interest expense, net of capitalized amounts		665			—			665
Gain on derivative contracts		(15,303	)		—			(15,303	)
Other income, net		(708	)		—			(708	)
Total other expenses		(15,346	)		—			(15,346	)
Income (loss) before income taxes		47,595			2,658			50,253
Income tax expense		466			—	b		466
Net income (loss)		47,129			2,658			49,787
Preferred stock dividends		(1,824	)		—			(1,824	)
Income (loss) available to common stockholders	$	45,305		$	2,658		$	47,963
Loss per common share:
Basic	$	0.23					$	0.24
Diluted	$	0.22					$	0.24
Shares used in computing loss per common share:
Basic		201,054						201,054
Diluted		201,740						201,740

* Pro forma operating revenues did not separately break out oil and natural gas sales.

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1. Basis of Presentation

On February 13, 2017, Callon Petroleum Operating Company, a wholly owned subsidiary of Callon Petroleum Company (“Callon” or the “Company”) completed the acquisition of 29,175 gross (16,688 net) acres in the Delaware Basin, primarily located in Ward and Pecos Counties, Texas from American Resource Development, LLC, (the “Acquired Properties”) for total cash consideration of $632.9 million, excluding customary purchase price adjustments (the “Ameredev Transaction”). The Company acquired an 82% average working interest in the properties acquired in the Ameredev Transaction.

We derived the unaudited pro forma consolidated financial statements from the historical consolidated financial statements of the Company and the Combined Schedules of Revenues and Direct Operating Expenses for the Ameredev Transaction for the respective periods. The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2017 give effect to the Ameredev Transaction as if it occurred on January 1, 2017.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to represent what the Company’s financial position or results of operations would have been if the Ameredev Transaction had occurred as presented, or to project the Company’s financial position or results of operations for any future periods. The pro forma adjustments related to the Ameredev Transaction are based on available information and certain assumptions that management believes are reasonable. The pro forma adjustments are directly attributable to the Ameredev Transaction and are expected to have a continuing impact on the Company’s results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited consolidated pro forma financial statements have been made.

2. Pro Forma Adjustments

Unaudited Pro forma Consolidated Statements of Operations for the three months ended March 31, 2017

(a) To record the historical revenues and direct operating expense for the period January 1, 2017 to February 13, 2017, related to the Ameredev Transaction.

(b) The Company typically provides for income taxes at a statutory rate of 35%, but as a result of the write-downs of oil and natural gas properties recognized in the third and fourth quarters of 2015, the Company has incurred a cumulative three year loss resulting in no income tax expense.

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