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EXHIBIT 99.1
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
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NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2000 AND 1999
Financial Statements:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits at December 31, 2000
and 1999
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2000
Notes to Financial Statements
Supplemental Schedule:
I. Schedule H Line 4i - Schedule of Assets Held for Investment Purposes at
December 31, 2000
All other schedules required by the Employee Retirement Income Security Act of
1974 and the regulations promulgated by the Department of Labor have been
omitted, since they are not applicable.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee and Participants of
Noble Affiliates Thrift and Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of the Noble Affiliates Thrift and Profit Sharing Plan (the "Plan") as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2000. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Noble
Affiliates Thrift and Profit Sharing Plan as of December 31, 2000 and 1999, and
the changes in its net assets available for benefits for the year ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedule I is presented for
purposes of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedule and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma,
April 27, 2001
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NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
------------ ------------
ASSETS:
Cash $ 43,866 $ 94,204
Investments, at fair value-
Money market funds - short-term 7,514,465 6,125,781
Noble Affiliates, Inc. common stock 9,070,878 11,843,445
Mutual funds 30,353,096 24,740,191
U.S. Government securities -- 49,203
Corporate bonds -- 1,899,569
Loans to participants 2,150,985 2,074,027
------------ ------------
Total investments 49,089,424 46,732,216
------------ ------------
Receivables-
Participants' contributions 221,529 217,251
Employer contributions 153,230 146,377
Due from broker for securities sold 4,537,730 131,436
------------ ------------
Total receivables 4,912,489 495,064
------------ ------------
Total assets 54,045,779 47,321,484
LIABILITIES:
Due to broker for securities purchased -- 323,452
------------ ------------
Total liabilities -- 323,452
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 54,045,779 $ 46,998,032
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The accompanying notes are an integral part of these financial statements.
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NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net appreciation in fair value of investments $ 7,294,308
Interest 645,963
Dividends:
Noble Affiliates, Inc. common stock 62,059
Mutual funds 2,474,486
-----------
Net investment income 10,476,816
-----------
Contributions:
Employer 1,857,511
Participants 2,761,758
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Total contributions 4,619,269
-----------
Total additions 15,096,085
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 7,964,005
Administrative expenses 83,041
Investment expenses 1,292
-----------
Total deductions 8,048,338
-----------
NET INCREASE 7,047,747
-----------
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 46,998,032
-----------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $54,045,779
===========
The accompanying notes are an integral part of this financial statement.
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NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
1. DESCRIPTION OF THE PLAN:
The Noble Affiliates Thrift and Profit Sharing Plan (the "Plan"), as amended, is
a defined contribution plan covering certain employees who have completed
specified terms of service with Noble Affiliates, Inc.; its wholly owned
subsidiary, Samedan Oil Corporation; and other wholly owned subsidiaries
(collectively referred to as the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a complete description of
the Plan's provisions.
Employees are eligible to participate in the Plan on the first day of any
calendar month following employment. Participants may contribute up to 15% of
their basic compensation. The employer matching contribution percentage is 100%
of the participant's contribution up to 6% of the participant's basic
compensation, and is funded on a monthly basis. However, discretionary
contributions may be made to the Plan at the discretion of the President of the
Company.
The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan is reserved to each participating company. Upon notice
of termination or permanent suspension of contributions with respect to all or
any one of the participating companies, the accounts of all participants
affected thereby shall become fully vested, and the balances in their accounts
shall be distributed in accordance with the provisions of the Plan, as
determined by the Noble Affiliates, Inc. Employee Benefits Committee (the
"Committee").
The Plan is exempt from federal income taxes under Sections 401 and 501(a) of
the Internal Revenue Code and has received a favorable determination letter from
the IRS dated June 12, 1995. Although the Plan has been amended since receiving
its determination letter, management of the Company is of the opinion that the
Plan meets IRS requirements, and, therefore, continues to be tax-exempt.
The Plan incorporates the following provisions: (1) participants fully vest
after five years of service, (2) participants may borrow from the Plan, as
discussed below, (3) overtime is included in the participant's basic
compensation, and (4) the Plan provides a definition of early retirement.
Participating employees have an option as to the manner in which their
contributions may be invested. Participants can change their contribution
elections up to six times per year.
A participant may borrow from the Plan up to the lesser of $50,000 or one-half
of the participant's vested interest. Interest is charged at the current Prime
rate and loans are required to be repaid within five years through payroll
deductions. Repayments of principal and interest are credited to the borrowing
participant's account.
Employer contributions are invested as designated by the participants in the
individual funds.
The Plan is administered by the Committee. Investment decisions of each fund are
recommended by a professional investment advisory firm appointed by the
Committee.
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2. SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investments
Investments traded on national securities exchanges are valued at closing prices
on the last business day of the year.
Under the terms of the Plan, BancTrust ("the Trustee"), on behalf of the trust
fund, is allowed to acquire, hold and dispose of the common stock of Noble
Affiliates, Inc.
At December 31, 2000 and 1999, the Plan held the following investments which
separately represented more than 5% of the Plan's net assets:
Investment Shares Fair Value
---------- ------ ----------
2000
Blackrock Funds Small Cap Growth Equity Fund 206,244 $ 4,155,817
Montag & Caldwell Growth Mutual Fund 107,070 3,025,798
Vanguard Windsor II Fund 118,968 3,235,930
Fidelity Puritan Fund 333,561 6,280,954
Noble Affiliates, Inc. common stock 197,193 9,070,878
Vanguard Index Trust 500 Index Fund 76,808 9,359,823
1999
Brinson U.S. Equity Fund 180,987 $ 3,044,201
Montag & Caldwell Growth Mutual Fund 97,796 3,422,860
Vanguard Windsor II Fund 118,152 2,950,255
Fidelity Puritan Fund 334,660 6,368,580
Noble Affiliates, Inc. common stock 552,451 11,843,445
Vanguard Index Trust 500 Index Fund 51,493 6,968,548
Expenses of the Plan
Some expenses incurred in the administration of the Plan, including expenses and
fees of the Trustee, are charged to and paid by the Plan.
Forfeitures
Under the provisions of the Plan, all amounts forfeited as of the end of that
year may be applied to reduce required employer contributions. Forfeitures
amounted to $98,021 and $85,206 in 2000 and 1999, respectively, and reduced the
required employer contributions.
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3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
During 2000, the Plan's investments (including investments bought, sold and held
during the year) appreciated (depreciated) in value as follows:
Net
Appreciation
Realized Unrealized (Depreciation)
------------ ------------ --------------
Fair value as determined by quoted market price-
Noble Affiliates, Inc. common stock $ 6,646,164 $ 4,560,773 $ 11,206,937
Mutual funds (203,998) (3,725,520) (3,929,518)
U.S. Government securities 43,670 -- 43,670
Corporate bonds (26,781) -- (26,781)
------------ ------------ ------------
$ 6,459,055 $ 835,253 $ 7,294,308
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Realized gains are calculated using fair values at December 31, 1999, or cost,
if acquired during 2000.
4. PAYABLES TO PLAN PARTICIPANTS:
Amounts requested by and due to participants whose employment has been
terminated prior to year-end included in net assets available for benefits in
the accompanying statements of net assets available for benefits were $39,774
and $3,092,598 at December 31, 2000 and 1999, respectively.
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SCHEDULE I
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
SCHEDULE H LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Identity of Issuer, Borrower Fair
(a)* (b) Lessor or Similar Party (c) Description of Investment (e) Value
---- ------------------------------------------- ----------------------------------------------------- ---------
Money Market Funds:
Goldman Sach's Institutional
Prime Obligation Fund - Federal
Portfolio Money Market Fund - Short-term
$ 136,322
Vanguard Funds Vanguard Prime Portfolio Fund - Short-term 7,378,143
-------------
$ 7,514,465
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Number of
Shares
---------
Common Stock:
* Noble Affiliates, Inc. 197,193 $ 9,070,878
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Mutual Funds:
Pimco Funds Pimco Moderate Duration Fund 191,085 $ 1,887,920
Montag & Caldwell Management Montag & Caldwell Growth Mutual
Fund 107,070 3,025,798
JP Morgan Funds JP Morgan Institutional Disciplined
Equity Fund 148,663 2,406,854
Vanguard Funds Vanguard Windsor II Fund 118,968 3,235,930
BlackRock Institutional Funds BlackRock Small Capital Growth
Equity Fund 206,244 4,155,817
Fidelity Investments Fidelity Puritan Fund 333,561 6,280,954
Vanguard Index Funds Vanguard Index Trust 500 Index
Fund 76,808 9,359,823
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$ 30,353,096
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* Participant loans Interest rates range from 7.75% - 9.5% $ 2,150,985
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Total assets held for investment purposes $ 49,089,424
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* Represents party-in-interest