Exhibit 99.1
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| | 1625 Broadway, Suite 2000 |
| | Denver, Colorado 80202 |
| | (303) 389-3600 |
| | (303) 389-3680 Fax |
NEWS RELEASE
PATINA ANNOUNCES YEAR-END RESULTS
DENVER, COLORADO — FEBRUARY 23, 2005 —PATINA OIL & GAS CORPORATION (NYSE:POG) today reported its year-end results. Revenues for the year increased 38% to $561.0 million as cash flow from operations before changes in working capital (non-GAAP measure) rose 34% to $374.7 million. Net income totaled $151.0 million, a 66% increase from 2003. Net income per share totaled $2.15 ($2.05 fully diluted). Net income was reduced $17.5 million ($0.23 per share fully diluted) by a non-cash charge relating to the appreciation of the Company’s stock held in its deferred compensation plan. During 2004, Patina’s stock price rose 53%. Wellhead prices, after adjustment for hedging, averaged $26.96 a barrel and $4.68 per Mcf, increases of 4% and 23%, respectively. Hedging reduced the average gas price by $0.74 per Mcf and the average oil price by $13.32 a barrel. Wellhead prices on an equivalent basis averaged $4.62 per Mcfe, an increase of 16% from 2003. Production totaled 117.9 Bcfe, an 18% increase over the prior year, comprised of 6.6 million barrels of oil and 78.3 Bcf of gas. Production during the year averaged 322.2 MMcfe per day. Bank debt decreased $119.0 million in the course of 2004, totaling $297.0 million at year-end. As announced in December, Patina has entered into a merger agreement with Noble Energy, Inc. The merger is subject to customary conditions, including the approval of the stockholders of both companies. A joint proxy statement covering the proposed transaction was filed with the Securities and Exchange Commission in January. The transaction is expected to close in the second quarter of 2005.
Revenues in the fourth quarter increased 25% from the prior year period to $156.7 million as cash flow from operations before changes in working capital (non-GAAP measure) jumped 23% to $106.9 million. Net income reached $35.0 million or $0.50 per share ($0.47 fully diluted). Net income was reduced $10.3 million ($0.13 per share fully diluted) by a non-cash charge relating to the appreciation of the Company’s stock held in its deferred compensation plan. During the quarter, the stock price rose 27%. Results were driven by steadily increasing production, the benefits of acquisitions and rising oil and gas prices. Wellhead prices, adjusted for hedging, averaged $27.95 a barrel and $5.14 per Mcf in the quarter, increases of 9% and 25%, respectively, from the prior year period. Wellhead prices on an equivalent basis averaged $4.98 per Mcfe, an increase of 20% from the prior year period. Hedging reduced the average oil and gas prices by $18.93 a barrel and $0.95 per Mcf, respectively. Production in the quarter averaged a record 333.6 MMcfe per day, comprised of 18,673 barrels and 221.6 MMcf, a 6% increase over the fourth quarter of 2003.
Capital expenditures, net of $29.0 million of property sales, totaled $254.2 million during 2004. A total of $29.3 million was spent on acquisitions and $253.9 million on the further development of existing properties. Development expenditures included $112.2 million spent in Wattenberg for the drilling or deepening of 47 J-Sand wells, 334 Codell refracs, 32 Codell trifracs, 84 Niobrara completions, 7 recompletions and the drilling of 67 Codell wells. In the Mid Continent, $104.5 million was spent for the drilling or deepening of 195 wells and 28 completions. Finally, $21.2 million was spent on Central and Other properties, and $16.0 million in the San Juan Basin. The Company has announced a $300.0 million capital budget, excluding acquisitions, for 2005.
As previously reported, proved reserves at year-end exceeded 1.6 Tcfe, a 7% increase from 2003. The proved reserves are based on average wellhead prices of $5.61 per Mcf and $41.48 per barrel. Wellhead prices were derived from regional basis differentials and year-end NYMEX prices of $6.15 per MMBtu and $43.45 per barrel. The Company replaced 187% of its production in 2004. Its reserve life index at year-end stood at 13.2 years based on fourth quarter production.
Commenting, Thomas J. Edelman, Patina’s Chairman said, “We were very pleased with the Company’s 2004 results. Production increased 18% and proved reserves rose 7%. Debt was reduced by almost $120 million, the returns on our invested capital remained extraordinary and a series of high potential new ventures were initiated. In terms of the pending merger with Noble Energy, the combination of Patina’s exceptional inventory of high return onshore development and exploitation projects and Noble’s impressive portfolio of international and deepwater Gulf of Mexico exploration and development projects should materially increase the two companies risk adjusted growth potential. We remain extremely enthusiastic about the proposed merger and the combined company’s ability to generate superior returns.”
The Company plans to host a conference call on Thursday, February 24, 2005, beginning at 2:00 p.m. (EST) to discuss its results. To participate, please dial (800) 481-9591. A replay of the call will be available on Friday, February 25, 2005, for a period of 30 days, by dialing (888) 203-1112. The access code for the replay is 1147813.
Patina is an independent energy company engaged in the acquisition, development, exploitation and production of oil and natural gas primarily in Colorado’s Wattenberg Field, the Mid Continent region of western Oklahoma and the Texas Panhandle, and the San Juan Basin in New Mexico.
Noble Energy is one of the nation’s leading independent energy companies and operates throughout major basins in the United States including the Gulf of Mexico, as well as internationally, in Argentina, China, Ecuador, Equatorial Guinea, the Mediterranean Sea and the North Sea. Noble Energy markets natural gas and crude oil through its subsidiary, Noble Energy Marketing, Inc.
This release contains certain forward-looking statements within the meaning of the Federal securities laws. Such statements are based on management’s current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Factors that could cause actual results to differ from those anticipated are discussed in the Company’s periodic filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2003.
In connection with the proposed merger between Noble Energy and Patina (the “Merger”), the parties filed with the SEC a joint proxy statement/prospectus on Form S-4 on January 25, 2005. The proxy statement/prospectus contains important information about the Merger. These materials are not yet final and will be amended. Investors and security holders of Noble Energy and Patina are urged to read the joint proxy statement/prospectus filed, and any other relevant materials filed by Noble Energy or Patina because they contain, or will contain, important information about Noble Energy, Patina and the Merger. The preliminary materials filed on January 25, 2005, the definitive versions of these materials and other relevant materials (when they become available) and any other documents filed by Noble Energy or Patina with the SEC, may be obtained for free at the SEC’s website at http://www.sec.gov. In addition, the documents filed with the SEC by Noble Energy may be obtained free of charge from Noble Energy’s website at http://www.nobleenergyinc.com. The documents filed with the SEC by Patina may be obtained free of charge from Patina’s website at http://www.patinaoil.com.
Noble Energy, Patina and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Noble Energy and Patina in favor of the Merger. Information about the executive officers and directors of Noble Energy and their ownership of Noble Energy common stock is set forth in the proxy statement for Noble Energy’s 2004 Annual Meeting of Stockholders, which was filed with the SEC on March 24, 2004. Information about the executive officers and directors of Patina and their ownership of Patina common stock is set forth in the proxy statement for Patina’s 2004 Annual Meeting of Stockholders, which was filed with the SEC on April 19, 2004. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Noble Energy, Patina and their respective executive officers and directors in the Merger by reading the joint proxy statement/prospectus regarding the Merger, which is included in the Registration Statement on Form S-4 filed by Noble Energy with the SEC on January 25, 2005.
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(TABLE FOLLOWS)
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Contact: | | David J. Kornder |
| | Executive Vice President |
| | Chief Financial Officer |
| | (303) 389-3600 |
| | dkornder@patinaoil.com |
PATINA OIL & GAS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
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| | Three Months Ended December 31,
| | Twelve Months Ended December 31,
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| | % Change
| | | 2004
| | 2003
| | % Change
| | | 2004
| | 2003
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Revenues | | | | | | | | | | | | | | | | | | | |
Oil and gas sales | | | | | $ | 152,763 | | $ | 120,395 | | | | | $ | 544,815 | | $ | 398,724 | |
Deferred compensation asset gain | | | | | | 2,127 | | | 609 | | | | | | 3,480 | | | 1,751 | |
Gain on sale of oil and gas properties | | | | | | — | | | — | | | | | | 7,938 | | | — | |
Other | | | | | | 1,767 | | | 4,149 | | | | | | 4,768 | | | 6,242 | |
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| | 25 | % | | | 156,657 | | | 125,153 | | 38 | % | | | 561,001 | | | 406,717 | |
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Expenses | | | | | | | | | | | | | | | | | | | |
Lease operating expenses | | | | | | 20,626 | | | 15,016 | | | | | | 71,596 | | | 54,082 | |
Production taxes | | | | | | 11,680 | | | 8,679 | | | | | | 46,034 | | | 28,726 | |
Exploration | | | | | | 749 | | | 3,419 | | | | | | 2,058 | | | 6,207 | |
General and administrative | | | | | | 8,885 | | | 5,997 | | | | | | 26,390 | | | 19,034 | |
Interest | | | | | | 3,416 | | | 3,506 | | | | | | 12,563 | | | 8,817 | |
Loss on sale of oil and gas properties | | | | | | — | | | 7,223 | | | | | | — | | | 7,223 | |
Other | | | | | | 81 | | | 46 | | | | | | 301 | | | 578 | |
Deferred compensation adjustment | | | | | | 18,763 | | | 17,226 | | | | | | 31,722 | | | 33,110 | |
Depletion, depreciation and amortization | | | | | | 35,976 | | | 29,191 | | | | | | 126,849 | | | 98,119 | |
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Pre-tax income | | 62 | % | | | 56,481 | | | 34,850 | | 61 | % | | | 243,488 | | | 150,821 | |
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Provision for income taxes | | | | | | | | | | | | | | | | | | | |
Current | | | | | | 2,960 | | | 4,966 | | | | | | 29,608 | | | 21,492 | |
Deferred | | | | | | 18,503 | | | 8,277 | | | | | | 62,917 | | | 35,820 | |
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| | | | | | 21,463 | | | 13,243 | | | | | | 92,525 | | | 57,312 | |
Net income before cumulative effect of change in accounting principle | | 62 | % | | $ | 35,018 | | $ | 21,607 | | 61 | % | | $ | 150,963 | | $ | 93,509 | |
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Cumulative effect of change in accounting principle | | | | | | — | | | — | | | | | | — | | | (2,613 | ) |
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Net income | | 62 | % | | $ | 35,018 | | $ | 21,607 | | 66 | % | | $ | 150,963 | | $ | 90,896 | |
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Net income per share before cumulative effect of change in accounting principle | | | | | | | | | | | | | | | | | | | |
Basic | | 58 | % | | $ | 0.50 | | $ | 0.31 | | 57 | % | | $ | 2.15 | | $ | 1.37 | |
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Diluted | | 58 | % | | $ | 0.47 | | $ | 0.30 | | 56 | % | | $ | 2.05 | | $ | 1.32 | |
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Net income per share | | | | | | | | | | | | | | | | | | | |
Basic | | 58 | % | | $ | 0.50 | | $ | 0.31 | | 61 | % | | $ | 2.15 | | $ | 1.33 | |
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Diluted | | 58 | % | | $ | 0.47 | | $ | 0.30 | | 61 | % | | $ | 2.05 | | $ | 1.28 | |
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Weighted average shares outstanding | | | | | | | | | | | | | | | | | | | |
Basic | | | | | | 70,642 | | | 68,658 | | | | | | 70,234 | | | 68,170 | |
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Diluted | | | | | | 74,316 | | | 72,404 | | | | | | 73,473 | | | 71,062 | |
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PATINA OIL & GAS CORPORATION
SUMMARY BALANCE SHEET, OPERATIONAL AND CASH FLOW DATA
(in thousands, except price data)
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| | | | | December 31, 2004
| | December 31, 2003
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Summary Balance Sheet | | | | | | | | | |
Total assets | | 19 | % | | $ | 1,429,039 | | $ | 1,196,291 |
Total debt | | -29 | % | | $ | 297,000 | | $ | 416,000 |
Stockholders’ equity | | 24 | % | | $ | 410,819 | | $ | 330,512 |
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| | % Change
| | | Three Months Ended December 31,
| | | % Change
| | | Twelve Months Ended December 31,
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| | | 2004
| | | 2003
| | | | 2004
| | | 2003
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Summary Operational Data | | | | | | | | | | | | | | | | | | | | | | |
Oil production (Bbl per day) | | 7 | % | | | 18,673 | | | | 17,505 | | | 15 | % | | | 18,049 | | | | 15,720 | |
Gas production (Mcf per day) | | 6 | % | | | 221,571 | | | | 209,367 | | | 19 | % | | | 213,906 | | | | 179,644 | |
Total production (Mcfe per day) | | 6 | % | | | 333,607 | | | | 314,398 | | | 18 | % | | | 322,199 | | | | 273,960 | |
Average oil price (per Bbl) | | 9 | % | | $ | 27.95 | | | $ | 25.60 | | | 4 | % | | $ | 26.96 | | | $ | 25.80 | |
Average gas price (per Mcf) | | 25 | % | | $ | 5.14 | | | $ | 4.11 | | | 23 | % | | $ | 4.68 | | | $ | 3.82 | |
Average price per Mcfe | | 20 | % | | $ | 4.98 | | | $ | 4.16 | | | 16 | % | | $ | 4.62 | | | $ | 3.99 | |
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Summary Cash Flow | | | | | | | | | | | | | | | | | | | | | | |
Net income | | 62 | % | | $ | 35,018 | | | $ | 21,607 | | | 66 | % | | $ | 150,963 | | | $ | 90,896 | |
Cumulative effect of change in accounting principle | | | | | | — | | | | — | | | | | | | — | | | | 2,613 | |
Depletion, depreciation and amortization | | | | | | 35,976 | | | | 29,191 | | | | | | | 126,849 | | | | 98,119 | |
Deferred compensation adjustments | | | | | | 16,636 | | | | 16,617 | | | | | | | 28,242 | | | | 31,359 | |
Loss (gain) on sale of oil and gas properties | | | | | | — | | | | 7,223 | | | | | | | (7,938 | ) | | | 7,223 | |
Exploration and other | | | | | | 96 | | | | 3,750 | | | | | | | 2,910 | | | | 6,941 | |
Stock option tax benefit | | | | | | 633 | | | | 3,716 | | | | | | | 10,744 | | | | 10,576 | |
Deferred tax provision | | | | | | 18,503 | | | | 4,561 | | | | | | | 62,917 | | | | 32,104 | |
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Cash flow before changes in working capital (non-GAAP measure) (1) | | 23 | % | | | 106,862 | | | | 86,665 | | | 34 | % | | | 374,687 | | | | 279,831 | |
Changes in working capital | | | | | | 26,924 | | | | (1,390 | ) | | | | | | 21,882 | | | | (8,006 | ) |
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Cash flow provided by operations (GAAP measure) | | 57 | % | | $ | 133,786 | | | $ | 85,275 | | | 46 | % | | $ | 396,569 | | | $ | 271,825 | |
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Adjusted weighted average shares outstanding-diluted (2) | | | | | | 76,414 | | | | 74,982 | | | | | | | 75,646 | | | | 73,729 | |
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Reconciliation of Net income per share to Net income per share before deferred compensation adjustments | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | $ | 35,018 | | | $ | 21,607 | | | | | | $ | 150,963 | | | $ | 90,896 | |
Deferred compensation adjustments | | | | | | 16,636 | | | | 16,617 | | | | | | | 28,242 | | | | 31,359 | |
Provision for income taxes at 38% | | | | | | (6,322 | ) | | | (6,314 | ) | | | | | | (10,732 | ) | | | (11,916 | ) |
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Non-cash deferred compensation adjustments, net of tax | | | | | $ | 10,314 | | | $ | 10,303 | | | | | | $ | 17,510 | | | $ | 19,443 | |
Net income before deferred compensation adjustments | | 42 | % | | | 45,332 | | | | 31,910 | | | 53 | % | | | 168,473 | | | | 110,339 | |
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Adjusted weighted average shares outstanding (2) | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | | | | 72,740 | | | | 71,236 | | | | | | | 72,407 | | | | 70,837 | |
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Diluted | | | | | | 76,414 | | | | 74,982 | | | | | | | 75,646 | | | | 73,729 | |
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Net income per share before deferred compensation adjustments (non-GAAP measure) (3) | | | | | | | | | | | | | | | | | | | | | | |
Basic | | 39 | % | | $ | 0.62 | | | $ | 0.45 | | | 49 | % | | $ | 2.33 | | | $ | 1.56 | |
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Diluted | | 39 | % | | $ | 0.59 | | | $ | 0.43 | | | 49 | % | | $ | 2.23 | | | $ | 1.50 | |
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(1) Management believes that the non-GAAP measure of cash flow before changes in working capital is useful information to investors because it is widely used by professional analysts and sophisticated investors in valuing oil and gas companies. Many other investors use research reports of these analysts in making investment decisions. Cash flow before changes in working capital is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flow provided by operations or net income, each as defined under GAAP. Cash flow before changes in working capital should also not be considered as being comparable to any similarly titled measures of other companies. (2) Includes shares held in treasury for deferred compensation as follows: | |
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Weighted Average Shares Outstanding - Basic | | | | | | 70,642 | | | | 68,658 | | | | | | | 70,234 | | | | 68,170 | |
Weighted Average Shares Held in Deferred Compensation Plan | | | | | | 2,098 | | | | 2,578 | | | | | | | 2,173 | | | | 2,667 | |
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Adjusted Weighted Average Shares Outstanding - Basic | | | | | | 72,740 | | | | 71,236 | | | | | | | 72,407 | | | | 70,837 | |
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Weighted Average Shares Outstanding - Diluted | | | | | | 74,316 | | | | 72,404 | | | | | | | 73,473 | | | | 71,062 | |
Weighted Average Shares Held in Deferred Compensation Plan | | | | | | 2,098 | | | | 2,578 | | | | | | | 2,173 | | | | 2,667 | |
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Adjusted Weighted Average Shares Outstanding - Diluted | | | | | | 76,414 | | | | 74,982 | | | | | | | 75,646 | | | | 73,729 | |
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(3) Management believes that the non-GAAP measure of net income per share before deferred compensation adjustments is useful information to investors due to the nature of the required accounting for shares of the Company’s common stock held in the deferred compensation plan. Under EITF 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested,” shares of the Company’s common stock in the trust are treated as treasury stock and reported at historical cost. However, the liability to plan participants related to the shares held in the trust is reported at fair value. As a result, an increase in the value of the Company’s common stock results in a charge to earnings, whereas a decrease in the value of the Company’s common stock results in an increase to earnings. In addition, as the shares of the Company’s common stock in the trust are treated as treasury stock, generally accepted accounting principles require the shares to be excluded from the calculation of basic weighted average shares outstanding and, if anti-dilutive, excluded from diluted weighted average shares outstanding. Based on conversations with investors, management believes that net income per share before deferred compensation adjustments is an important indicator for its investors of the Company’s performance. | |