Callon Petroleum Co - FORM 8-K - EX-99.1 - CALLON PETROLEUM COMPANY- MEDUSA DIVESTITURE - PRO FORMA FINANCIAL STATEMENTS - November 12, 2013

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8-K - CALLON PETROLEUM COMPANY - PARTIAL CLOSE ON MEDUSA DIVESTITURE - Callon Petroleum Coa8-kx2013x11novx05medusasa.htm


Exhibit 99.1

CALLON PETROLEUM COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 5, 2013, Callon Petroleum Operating Company, a subsidiary of Callon Petroleum Company ("Callon" or the "Company"), closed on a portion of the previously announced sale of its 15% working interest in the Medusa field (Mississippi Canyon blocks 582 and 538), 10% membership interest in Medusa Spar LLC which owns a 75% interest in the Medusa field's production facilities, and interests in 10 non-operated Gulf of Mexico shelf fields (collectively termed "The Transaction") for an estimated net cash consideration of USD $76.4 million after customary purchase price adjustments and the assumption of related abandonment and retirement obligations. The Transaction is effective as of July 1, 2013.

The following unaudited pro forma condensed consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2013 and for the year ended December 31, 2012 ("Pro Forma Statements"), which have been prepared by the Company's management, are derived from the unaudited condensed consolidated financial statements of Callon as of and for the nine months ended September 30, 2013 included in its Quarterly Report on Form 10-Q for the period then ended and the audited consolidated financial statements of Callon for the year ended December 31, 2012 included in its 2012 Annual Report on Form 10-K. These pro forma financial statements reflect the entire Transaction and include the anticipated final closing on or before November 30, 2013 of the remaining assets included in The Transaction.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 was prepared assuming that The Transaction had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and for the nine months ended September 30, 2013 were prepared assuming The Transaction had occurred on January 1, 2012. As previously announced, Callon sold its 11.25% working interest in the Habanero field (Garden Banks block 341) to Shell Offshore, Inc., a subsidiary of Royal Dutch shell plc ("The Previous Transaction"), for net cash consideration of $39.4 million in December 2012. The pro forma consolidated statements of operations for the year ended December 31, 2012 also include the effect of The Previous Transaction. The Pro Forma Statements do not purport to represent what Callon's financial position or results of operations would have been had The Transaction and Previous Transaction (collectively termed "The Combined Transactions") been consummated on the dates indicated or the financial position or results of operations for any future date of period. Callon believes the assumptions used in the preparation of the Pro Forma Statements provide a reasonable basis for presenting the significant effects directly attributable to The Combined Transactions.

The Pro Forma Statements should be read in conjunction with the historical consolidated financial statements and accompanying notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and in the Company’s Quarterly Report on Form10-Q for the quarter ended September 30, 2013.



1


CALLON PETROLEUM COMPANY
Unaudited Pro forma Condensed Consolidated Balance Sheet as of September 30, 2013
($ in thousands, except share data)
 
 
 
 
The
 
 
 
 
Historical
 
Transaction
 
Pro forma
ASSETS
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
869

 
$
87,439

(a) (b)
$
88,308

Accounts receivable
 
20,072

 
(4,154
)
(b)
15,918

Deferred tax asset
 
3,323

 
—

 
3,323

Other current assets
 
1,738

 
—

 
1,738

Total current assets
 
26,002

 
83,285

 
109,287

 
 
 
 
 
 
 
Oil and gas properties, full cost accounting method:
 
354,825

 
(84,950
)
(c)
269,875

Investment in Medusa Spar, LLC
 
7,776

 
(7,776
)
(c)
—

Other property and equipment, net
 
10,635

 
—

 
10,635

Deferred tax asset
 
60,198

 
—

 
60,198

Other assets, net
 
8,005

 
(244
)
(e)
7,761

 
 
 
 
 
 
 
Total assets
 
$
467,441

 
$
(9,685
)
 
$
457,756

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
50,523

 
$
(4,715
)
(b)
$
45,808

Asset retirement obligations
 
6,002

 
(566
)
(d)
5,436

Total current liabilities
 
56,525

 
(5,281
)
 
51,244

 
 
 
 
 
 
 
Long-term debt
 
108,220

 
—

 
108,220

Credit facility
 
17,000

 
—

 
17,000

Asset retirement obligations
 
5,505

 
(3,917
)
(d)
1,588

Other long-term liabilities
 
3,579

 
(487
)
(e)
3,092

Total liabilities
 
190,829

 
(9,685
)
 
181,144

 
 
 
 
 
 
 
Stockholders' equity
 
276,612

 
—

 
276,612

 
 
 
 
 
 
 
Total liabilities and stockholders' equity
 
$
467,441

 
$
(9,685
)
 
$
457,756


The unaudited pro forma condensed consolidated balance sheet includes the following adjustments:
 
 
 
(a)
 
Reflects transactions related to cash proceeds received, net of cash flow from operations (revenues less lease operating expenses) of conveyed properties attributable to the period from the July 1, 2013 effective date through the respective transaction closing dates, and net of transaction costs.
 
 
 
(b)
 
Reflects the elimination of receivables and payables related to the working interest sold.
 
 
 
(c)
 
Reflects the elimination of investment in evaluated properties related to the properties sold.
 
 
 
(d)
 
Reflects the elimination of asset retirement obligations associated with the working interest sold.
 
 
 
(e)
 
Reflects the elimination of imbalances associated with the working interest sold.



2


CALLON PETROLEUM COMPANY
Unaudited Pro forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2012
($ in thousands, except share data)
 
 
 
 
The Combined
 
 
 
 
Historical
 
Transactions
 
Pro Forma
Operating revenues:
 
 
 
 
 
 
Total oil and natural gas revenues
 
110,733

 
(62,947
)
(f)
47,786

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
Lease operating expenses
 
26,554

 
(9,529
)
(f)
17,025

Depreciation, depletion and amortization
 
49,701

 
(22,722
)
(g)
26,979

General and administrative
 
20,358

 
—

 
20,358

Accretion expense
 
2,253

 
(865
)
(h)
1,388

Impairment of other property and equipment
 
1,177

 
—

 
1,177

 
 
100,043

 
(33,116
)
 
66,927

 
 
 
 
 
 
 
Income from operations
 
10,690

 
(29,831
)
 
(19,141
)
 
 
 
 
 
 
 
Other (income) expenses:
 
 
 
 
 
 
Interest expense
 
9,108

 
—

 
9,108

Other (income)
 
(1,796
)
 
—

 
(1,796
)
Gain on early extinguishment of debt
 
(1,366
)
 
—

 
(1,366
)
Total other expenses
 
5,946

 
—

 
5,946

 
 
 
 
 
 
 
Income (loss) before income taxes
 
4,744

 
(29,831
)
 
(25,087
)
Income tax expense (benefit)
 
2,223

 
(10,441
)
(i)
(8,218
)
 
 
 
 
 
 
 
Income (loss) before equity in earnings of Medusa Spar LLC
 
2,521

 
(19,390
)
 
(16,869
)
Equity in earnings of Medusa Spar LLC, net of tax
 
226

 
(226
)
(f)
—

 
 
 
 
 
 
 
Net income (loss) available to common shares
 
$
2,747

 
$
(19,616
)
 
$
(16,869
)
 
 
 
 
 
 
 
Net income (loss) per common share:
 
 
 
 
 
 
Basic
 
$
0.07

 
 
 
$
(0.43
)
Diluted
 
$
0.07

 
 
 
$
(0.43
)
 
 
 
 
 
 
 
Shares used in computing net income (loss) per share amounts:
 
 
 
 
 
 
Basic
 
39,522

 
 
 
39,522

Diluted
 
40,337

 
 
 
39,522


The unaudited pro forma condensed consolidated statements of operations includes the following adjustments:
 
 
 
(f)
 
Reflects the elimination of revenues and direct operating expenses attributable to the working interest sold.
 
 
 
(g)
 
Reflects the elimination of depreciation, depletion and amortization expense attributable to the working interest sold.
 
 
 
(h)
 
Reflects the elimination of accretion expense attributable to the working interest sold.
 
 
 
(i)
 
Reflects the income tax expense at the federal statutory rate of 35% attributable to the working interest sold.


3


CALLON PETROLEUM COMPANY
Unaudited Pro forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2013
($ in thousands, except share data)
 
 
 
 
The
 
 
 
 
Historical
 
Transaction
 
Pro Forma
Operating revenues:
 
 
 
 
 
 
Total oil and natural gas revenues
 
76,098

 
(32,310
)
(f)
43,788

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
Lease operating expenses
 
18,629

 
(5,957
)
(f)
12,672

Depreciation, depletion and amortization
 
33,603

 
(14,636
)
(g)
18,967

General and administrative
 
14,110

 
—

 
14,110

Accretion expense
 
1,556

 
(566
)
(h)
990

 
 
67,898

 
(21,159
)
 
46,739

 
 
 
 
 
 
 
Income from operations
 
8,200

 
(11,151
)
 
(2,951
)
 
 
 
 
 
 
 
Other (income) expenses:
 
 
 
 
 
 
Interest expense
 
4,469

 
—

 
4,469

Other expense, net
 
1,755

 
—

 
1,755

Total other expenses
 
6,224

 
—

 
6,224

 
 
 
 
 
 
 
Income (loss) before income taxes
 
1,976

 
(11,151
)
 
(9,175
)
Income tax expense (benefit)
 
950

 
(3,903
)
(i)
(2,953
)
 
 
 
 
 
 
 
Income (loss) before equity in earnings of Medusa Spar LLC
 
1,026

 
(7,248
)
 
(6,222
)
Equity in earnings of Medusa Spar LLC, net of tax
 
14

 
(14
)
(f)
—

 
 
 
 
 
 
 
Net income (loss)
 
1,040

 
(7,262
)
 
(6,222
)
Preferred stock dividends
 
(2,654
)
 
—

 
(2,654
)
 
 
 
 
 
 
 
Net income (loss) available to common shares
 
$
(1,614
)
 
$
(7,262
)
 
$
(8,876
)
 
 
 
 
 
 
 
Net income (loss) per common share:
 
 
 
 
 
 
Basic
 
$
(0.04
)
 
 
 
$
(0.22
)
Diluted
 
(0.04
)
 
 
 
(0.22
)
 
 
 
 
 
 
 
Shares used in computing net income per share amounts:
 
 
 
 
 
 
Basic
 
40,064

 
 
 
40,064

Diluted
 
40,064

 
 
 
40,064


The unaudited pro forma condensed consolidated statements of operations includes the following adjustments:
 
 
 
(f)
 
Reflects the elimination of revenues and direct operating expenses attributable to the working interest sold.
 
 
 
(g)
 
Reflects the elimination of depreciation, depletion and amortization expense attributable to the working interest sold.
 
 
 
(h)
 
Reflects the elimination of accretion expense attributable to the working interest sold.
 
 
 
(i)
 
Reflects the income tax expense at the federal statutory rate of 35% attributable to the working interest sold.

4


CALLON PETROLEUM COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

On November 5, 2013, Callon Petroleum Operating Company, a subsidiary of Callon Petroleum Company ("Callon" or the "Company"), closed on a portion of the previously announced sale of its 15% working interest in the Medusa field (Mississippi Canyon blocks 582 and 538), 10% membership interest in Medusa Spar LLC which owns a 75% interest in the Medusa field's production facilities, and interests in 10 non-operated Gulf of Mexico shelf fields (collectively termed "The Transaction") for an estimated net cash consideration of USD $76.4 million after customary purchase price adjustments and the assumption of related abandonment and retirement obligations. The Transaction is effective as of July 1, 2013. The remaining portion of The Transaction is expected to close on or before November 30, 2013 with anticipated additional net cash consideration of $11.5 million after customary purchase price adjustments, the effects for which are included in the pro forma financial information presented herein.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 was prepared assuming that The Transaction had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and for the nine months ended September 30, 2013 were prepared assuming The Transaction had occurred on January 1, 2012. As previously announced, Callon sold its 11.25% working interest in the Habanero field (Garden Banks block 341) to Shell Offshore, Inc., a subsidiary of Royal Dutch shell plc ("The Previous Transaction"), for net cash consideration of $39.4 million in December 2012. The pro forma consolidated statements of operations for the year ended December 31, 2012 also include the effect of The Previous Transaction. The Pro Forma Statements do not purport to represent what Callon's financial position or results of operations would have been had The Transaction and Previous Transaction (collectively termed "The Combined Transactions") been consummated on the dates indicated or the financial position or results of operations for any future date of period. Callon believes the assumptions used in the preparation of the Pro Forma Statements provide a reasonable basis for presenting the significant effects directly attributable to The Combined Transactions.

5

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