---

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-Q/A


Amendment No. 1





(Mark one)


|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|- |  | ------------------------------------------------

OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|- |  | -------------------------------------------------

OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from to





Commission file number 1-14344





PATINA OIL & GAS CORPORATION


(Exact name of registrant as specified in its charter)





Delaware

75-2629477(State or other jurisdiction of

(IRS Employerincorporation or organization)

Identification No.)





1625 Broadway, Denver, Colorado 80202


(Address of principal executive offices) (zip code)





(303) 389-3600


(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:





Title of class

Name of exchange on which listedCommon Stock, $.01 par value

New York Stock Exchange








Securities registered pursuant
to Section 12(g) of the Act:





None





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x No  ̈ .





There were 26,507,997 shares of common stock outstanding on August 1, 2002, exclusive of 1,035,213 common shares held in treasury stock.





---



---




PART I.    FINANCIAL INFORMATION





EXPLANATORY NOTETHIS AMENDMENT NO. 1 ON FORM 10-Q /A TO THE REGISTRANTS FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 2002 IS BEING FILED FOR THE
PURPOSES OF GIVING EFFECT TO THE RESTATEMENT OF THE COMPANYS CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2002. SEE NOTE 1 TO THE FINANCIAL STATEMENTS FOR A SUMMARY OF THE SIGNIFICANT EFFECTS OF THE
RESTATEMENT. THE RESTATEMENT RELATED TO APPLYING REQUIRED ACCOUNTING TREATMENT FOR CERTAIN STOCK BASED COMPENSATION ARRANGEMENTS.





The financial statements included herein have been prepared in conformity with generally accepted accounting principles. The statements are unaudited but reflect all adjustments, which, in the opinion of management, are necessary to
fairly present the Companys financial position and results of operations. On May 23, 2002, the Companys Board of Directors approved a 5-for-4 stock split to be effected in the form of a stock dividend to common stockholders of record as
of June 10, 2002 with a payment date of June 20, 2002. All share and per share amounts for all periods have been restated to reflect the 5-for-4 stock split.





On July 16, 2002, the Board of Directors of the Company approved the Audit Committees recommendation to hire Deloitte & Touche LLP (Deloitte) as the
Companys independent auditors to replace Arthur Andersen LLP (Arthur Andersen), who was dismissed immediately. Deloittes appointment was announced on July 29, 2002.




2




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PATINA OIL & GAS CORPORATION





CONSOLIDATED BALANCE SHEETS


(In thousands except
share data)


(Unaudited)


December 31, 2001


June 30, 2002(As Restated)


(As Restated)(See Note 1)


(See Note 1)ASSETSCurrent assetsCash and equivalents

$
250


$
628Accounts receivable


16,407



15,533Inventory and other


3,880



4,330Unrealized hedging gains


20,134



13,36840,671



33,859Unrealized hedging gains


31,872



12,188Oil and gas properties, successful efforts method


780,224



821,287Accumulated depletion, depreciation and amortization


(402,213
)


(432,545
)378,011



388,742Field equipment and other


6,605



7,901Accumulated depreciation


(3,844
)


(4,317
)2,761



3,584Other assets


2,209



5,253$
455,524


$
443,626LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
27,380


$
27,511Deferred income taxes


6,918



Accrued liabilities


10,767



9,718Unrealized hedging losses






4,37645,065



41,605Senior debt


77,000



52,000Deferred income taxes


39,355



40,676Other noncurrent liabilities


18,891



7,970Unrealized hedging losses






2,924Deferred compensation liability


25,639



33,478Commitments and contingenciesStockholders equityPreferred Stock, $.01 par, 5,000,000 shares authorized, none issued






Common Stock, $.01 par, 125,000,000 shares authorized, 26,552,447 and 27,542,192 shares issued


266



275Less Common Stock Held in Treasury, at cost, 1,076,689 shares and 1,035,213 shares


(5,866
)


(6,792
)Capital in excess of par value


146,300



163,545Retained earnings


71,513



94,524Accumulated other comprehensive income


37,361



13,421249,574



264,973$
455,524


$
443,626





The accompanying notes are an integral part of these financial statements.




3




---




PATINA OIL & GAS CORPORATION





CONSOLIDATED STATEMENTS OF OPERATIONS


(In
thousands except per share data)


(Unaudited)








Three Months Ended June 30,


Six Month Ended June 30,2001


2002


2001

2002(As Restated)


(As Restated)(See Note 1)


(See Note 1)RevenuesOil and gas sales

$
53,194


$
50,948


$
116,759

$
98,956Other


1,576



(255
)


2,443


3,623Expenses


54,770



50,693



119,202


102,579Lease operating


6,213



6,582



12,748


13,736Production taxes


3,697



2,877



9,064


4,933Exploration


117



184



220


348General and administrative


3,230



3,453



5,796


6,046Interest and other


1,734



618



4,784


1,252Deferred compensation adjustment


(154
)


1,752



2,515


6,069Depletion, depreciation and amortization


11,840



16,169



23,741


30,96426,677



31,635



58,868


63,348Pre-tax income


28,093



19,058



60,334


39,231Provision for income taxesCurrent


5,087



1,563



11,375


4,307Deferred


5,026



5,108



10,345


9,46010,113



6,671



21,720


13,767Net income

$
17,980


$
12,387


$
38,614

$
25,464Net income per share (1)Basic

$
0.71


$
0.47


$
1.58

$
0.98Diluted

$
0.62


$
0.45


$
1.42

$
0.93Weighted average shares outstanding (1)Basic


25,318



26,228



24,371


26,021Diluted


28,642



27,691



27,224


27,326


---

(1) Adjusted for the June 20, 2002 25% stock dividend (5-for-4 split)





The accompanying notes are an integral part of these financial statements.




4




---

PATINA OIL & GAS CORPORATION





CONSOLIDATED STATEMENTS OF CHANGES IN


STOCKHOLDERS EQUITY AND ACCUMULATED OTHER COMPREHENSIVE
INCOME


(In thousands)


(Unaudited)





Preferred Stock Amount

Common Stock


Treasury Stock


Capital in Excess of Par Value


Deferred Compensation

Retained Earnings


Accumulated Other Comprehensive Income (Loss)


TotalShares


AmountBalance, December 31, 2000*

$


25,055


$
251


$
(4,503
)

$
151,589


$


$
12,814


$



$
160,151Repurchase of common and warrants




(2,941
)


(29
)






(51,445
)













(51,474
)Issuance of common stock *




841



8







8,052














8,060Deferred compensation stock issued, net *












(1,363
)

















(1,363
)Conversion of warrants




3,598



36







35,939














35,975Tax benefit from stock options
















2,165














2,165Dividends























(3,568
)






(3,568
)Comprehensive income:Net income *























62,267







62,267Cumulative effect of change in accounting principle, net of income taxes



























(25,077
)


(25,077
)Contract settlements reclassed to income



























822



822Change in unrealized hedging gains



























61,616



61,616Total comprehensive income























62,267



37,361



99,628Balance, December 31, 2001*




26,553



266



(5,866
)


146,300






71,513



37,361



249,574Issuance of common stock *




989



9







10,962














10,971Repurchase of common
















(9
)













(9
)Deferred compensation stock issued, net *












(926
)


2,820














1,894Tax benefit from stock options
















3,472














3,472Dividends























(2,453
)






(2,453
)Comprehensive income:Net income *























25,464







25,464Contract settlements reclassed to income



























(10,860
)


(10,860
)Change in unrealized hedging gains



























(13,080
)


(13,080
)Total comprehensive income























25,464



(23,940
)


1,524Balance, June 30, 2002*

$


27,542


$
275


$
(6,792
)

$
163,545


$


$
94,524


$
13,421


$
264,973


---

|* |  | As Restated, See Note 1
|- |  | -----------------------




The accompanying notes are an integral part of these financial statements.




5




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PATINA OIL & GAS CORPORATION





CONSOLIDATED STATEMENTS OF CASH FLOWS


(In
thousands)


(Unaudited)





Six Months Ended June 30,2001



2002(As Restated)


(As Restated)(See Note 1)


(See Note 1)Operating activitiesNet income

$
38,614


$
25,464Adjustments to reconcile net income to net cash provided by operating activitiesExploration expense


220



348Depletion, depreciation and amortization


23,741



30,964Deferred income taxes


10,345



9,460Deferred compensation adjustment


2,515



6,069Tax benefit from exercise of stock options






3,472Reversal of hedging impairment, net






(2,340
)Other


29



69Changes in current and other assets and liabilitiesDecrease (increase) inAccounts receivable


9,069



873Inventory and other


807



(450
)Increase (decrease) inAccounts payable


10,533



131Accrued liabilities


1,111



(3,957
)Other assets and liabilities


(2,284
)


(9,162
)Net cash provided by operating activities


94,700



60,941Investing activitiesAcquisition, development and exploration


(40,058
)


(43,499
)Disposition of oil and gas properties


15,285



2,088Other


(8,781
)


(1,457
)Net cash used in investing activities


(33,554
)


(42,868
)Financing activitiesDecrease in indebtedness


(84,000
)


(25,000
)Debt issuance fees


(168
)


Repayment from affiliate


24,500



Deferred credits


(4,577
)


Issuance of common stock


41,921



9,768Repurchase of common stock


(38,153
)


(9
)Common dividends


(1,652
)


(2,454
)Net cash used in financing activities


(62,129
)


(17,695
)Increase (decrease) in cash


(983
)


378Cash and equivalents, beginning of period


2,653



250Cash and equivalents, end of period

$
1,670


$
628





The accompanying notes are an integral part of these financial statements.




6




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PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





|(1) |  | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
|--- |  | ------------------------------------------------




Subsequent to the issuance of the Companys financial statements for the quarter ended June 30, 2002, certain adjustments were made. The adjustments related to stock
based compensation. The Company determined that the accounting treatment for its deferred compensation plan was not in accordance with guidance established under the Emerging Issues Task Force Abstracts 97-14 Accounting for Deferred
Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested, (EITF 97-14). EITF 97-14 requires that assets of a rabbi trust and the related deferred compensation liability are to be recorded on the
Companys balance sheet; that fluctuations in asset values should result in deferred compensation expense or income; that based on the categories of assets underlying the plan, investment income and expense should be recorded in the income
statement and unrealized increases or decreases in the value of the rabbi trust assets should be reported in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity
Securities, and that Company stock held by the rabbi trust should be classified in stockholders equity as treasury stock. Historically, the Company had not consolidated the rabbi trust in its financial statements or recognized changes in
the asset values of the trust through the income statement. For additional information on the deferred compensation plan, see Note (7).





In addition, the Company maintains a shareholder approved Stock Purchase Plan pursuant to which certain key employees were given the ability to purchase a limited number of restricted common shares at
a discount or, separately, to receive annual bonuses or a portion of their base pay in restricted stock. Due to the one-year holding period restriction on shares issued under the plan, the Company originally recorded these shares at a discount to
market. In accordance with the principles prescribed by the Accounting Principles Boards Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees, the Company subsequently determined that all stock
purchased under the Stock Purchase Plan or otherwise granted must be recorded or expensed based on the then quoted market prices of the common stock. See Note (7).





As a result, the accompanying financial statements for the six months ended June 30, 2001 and 2002 have been restated from the amounts previously reported. Collectively,
the restatement adjustments, net of tax benefits, decreased net income by $1.8 million and $4.7 million in the six months ended, June 30, 2001 and 2002, respectively.





A summary of the significant effects of the restatement is as follows:





Three Months Ended June
30,

Six Months Ended June
30,2001



2002


2001


2002(In thousands except per share data)Revenues as previously reported

$
54,703


$
51,287

$
119,155

$
103,115Revenues as restated


54,770



50,693


119,202


102,579Deferred compensation adjustment as previously reported

$



$


$


$
Deferred compensation adjustment as restated


(154
)


1,752


2,515


6,069Pretax income as previously reported

$
28,262


$
21,960

$
63,193

$
46,391Pretax income as restated


28,093



19,058


60,334


39,231Provision for income taxes as previously reported

$
10,174


$
7,687

$
22,750

$
16,273Provision for income taxes as restated


10,113



6,671


21,720


13,767Net income as previously reported

$
18,088


$
14,273

$
40,443

$
30,118Net income as restated


17,980



12,387


38,614


25,464




7




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Three Months Ended June
30,

Six Months Ended June
30,2001

2002

2001

2002(In thousands except per share data)Net income per share as previously reportedBasic

$
0.69

$
0.52

$
1.59

$
1.11Diluted


0.63


0.50


1.43


1.06Net income per share as restatedBasic

$
0.71

$
0.47

$
1.58

$
0.98Diluted


0.62


0.45


1.42


0.93Weighted average shares outstanding as previously reportedBasic


26,412


27,263


25,464


27,101Diluted


28,642


28,726


28,316


28,406Weighted average shares outstanding as restatedBasic


25,318


26,228


24,371


26,021Diluted


28,642


27,691


27,224


27,326





December 31, 2001

June 30, 2002Total assets as previously reported

$
453,573

$
438,546Total assets as restated


455,524


443,626Deferred compensation liability as previously reported

$


$
Deferred compensation liability as restated


25,639


33,478Deferred income tax liability as previously reported

$
43,473

$
47,300Deferred income tax liability as restated


39,355


40,676Total stockholders equity as previously reported

$
269,144

$
286,747Total stockholders equity as restated


249,574


264,973





(2)    ORGANIZATION AND NATURE OF BUSINESS





Patina Oil & Gas Corporation (the Company or Patina), a Delaware corporation, was formed in 1996 to
hold the assets of Snyder Oil Corporation (SOCO) in the Wattenberg Field and to facilitate the acquisition of Gerrity Oil & Gas Corporation (Gerrity). In the transaction, SOCO received 17.5 million common shares of
Patina. In 1997, a series of transactions eliminated SOCOs ownership in the Company.





In November 2000,
Patina acquired various property interests out of bankruptcy through Elysium Energy, L.L.C. (Elysium), a New York limited liability company, in which Patina holds a 50% interest. Patina invested $21.0 million and provided a $60.0 million
credit facility to Elysium, which was subsequently refinanced. See Note (9). The accompanying consolidated financial statements were prepared on a proportionate consolidation basis, including Patinas 50% interest in Elysiums assets,
liabilities, revenues and expenses. All significant intercompany balances and transactions have been eliminated in consolidation.





The Companys operations consist of the acquisition, development, exploitation and production of oil and gas properties. Historically, Patinas properties had been located almost exclusively in the Wattenberg Field of
Colorados D-J Basin. Over the past 18 months, the Company accumulated significant acreage positions in three Rocky Mountain basins and a leasehold position with production in West Texas (grassroots projects) in an effort to expand
and diversify its asset base. Through Elysium and these recently initiated exploration and development projects, the Company now has oil and gas properties in central Kansas, the Illinois Basin, Utah, Wyoming, Texas and the San Joaquin Basin in
California.




8




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PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







(3)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Producing Activities





The Company utilizes the successful efforts method of accounting for its oil and gas properties. Leasehold costs are capitalized when incurred. Unproved properties are assessed periodically within specific geographic areas and
impairments are charged to expense. Exploratory expenses, including geological and geophysical expenses and delay rentals, are charged to expense as incurred. Exploratory drilling costs are capitalized, but charged to expense if the well is
determined to be unsuccessful. Costs of productive wells, unsuccessful developmental wells and productive leases are capitalized and amortized on a unit-of-production basis over the life of the associated oil and gas reserves. Oil is converted to
natural gas equivalents (Mcfe) at the rate of one barrel to six thousand cubic feet of natural gas (Mcf). Amortization of capitalized costs has generally been provided on a field-by-field basis. An accrual of approximately $1.0 million
has been provided for estimated future abandonment costs on certain Elysium properties as of June 30, 2002. No accrual has been provided for the Wattenberg properties, as management believes that salvage value will approximate abandonment costs.





The Company follows the provisions of Statement of Financial Accounting Standards No. 144 (SFAS 144),
Accounting for the Impairment or Disposal of Long-Lived Assets, which requires the Company to assess the need for an impairment of capitalized costs of oil and gas properties on a field-by-field basis (see Recent Accounting
Pronouncements). When the net book value of properties exceeds their undiscounted future cash flows, the cost of the property is written down to fair value, which is determined using discounted future cash flows on a field-by field
basis. In 1997, the Company recorded an impairment of $26.0 million to oil and gas properties, primarily due to low oil and gas prices at that time. While no impairments have been necessary since 1997, changes in oil and gas prices, underlying
assumptions or amortization units could result in impairments in the future.





Field equipment and other





Depreciation of field equipment and other is provided using the straight-line method generally ranging from three to five years.





Other Assets





Other Assets were primarily comprised of $2.0 million and $5.1 million in assets held in a rabbi trust for the benefit of certain participants under the Companys deferred compensation plan at December 31, 2001 and June
30, 2002, respectively. See Note (7).





Section 29 Tax Credits





Between 1996 and 2000, the Company entered into various arrangements to monetize its Section 29 tax credits. These arrangements resulted in revenue increases of
approximately $0.40 per Mcf on production volumes from qualified properties. The Company recorded additional gas revenues of $602,000 for the six months ended June 30, 2001. As the Companys profitability allowed it to utilize its tax credits,
they were reacquired in March 2001.





Gas Imbalances





The Company uses the sales method to account for gas imbalances. Under this method, revenue is recognized based on cash received rather than the Companys
proportionate share of gas produced. Gas imbalances at December 31, 2001 and June 30, 2002 were insignificant.




9




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Accumulated Other Comprehensive Income





The Company follows the provisions of SFAS No. 130, Reporting Comprehensive Income. In addition to net income, comprehensive
income includes all changes in equity during a period, except those resulting from investments and distributions to the owners of the Company. The Company had no such changes prior to 2001. The components of accumulated other comprehensive income
and related tax effects for the six months ended June 30, 2002 were as follows (in thousands):





Gross


Tax Effect


Net of TaxAccumulated other comprehensive income at 12/31/01

$
58,376


$
(21,015
)

$
37,361Change in fair value of hedges


(20,438
)


7,358



(13,080
)Reversal of impairment of oil and gas hedges


(3,656
)


1,316



(2,340
)Contract settlements


(13,312
)


4,792



(8,520
)Accumulated other comprehensive income at 06/30/02

$
20,970


$
(7,549
)

$
13,421





Comprehensive income for the three months ended June 30, 2001 and
2002 totaled $50.8 million and $13.6 million, respectively. Comprehensive income for the six months ended June 30, 2001 and 2002 totaled $71.8 million and $1.5 million, respectively.





The reversal of impairment related to a fourth quarter 2001 non-cash provision of $6.4 million ($4.1 million net of taxes) to write-off of all outstanding oil and gas
hedges with Enron North America (Enron). The write-off reduced earnings per share in the quarter and year by $0.14 (fully diluted). In accordance with generally accepted accounting principles, the Company recorded non-cash revenues of
$3.7 million in the first six months of 2002. An additional $2.7 million will be recorded in the course of 2002, as the impaired value of the hedges would have otherwise expired.





The following table schedules out the reversal of the impairment related to the Enron hedges recorded in accumulated other comprehensive income at June 30, 2002 and how it
will impact earnings for the remainder of 2002 (in thousands):





2002

Reported Revenues

Tax Impact


Reported EarningsThird quarter

$
1,749

$
(630
)

$
1,119Fourth quarter


965


(347
)


618$
2,714

$
(977
)

$
1,737





Financial Instruments





The book value and estimated fair value of cash and equivalents was $250,000 and $628,000 at December 31, 2001 and June 30, 2002, respectively. The book value and estimated
fair value of the senior debt was $77.0 million and $52.0 million at December 31, 2001 and June 30, 2002, respectively. The book value of these assets and liabilities approximates fair value due to their short maturity or floating rate structure.





Derivative Instruments and Hedging Activities





The Company regularly enters into commodity derivative contracts and fixed-price physical contracts to manage its exposure to oil and gas price volatility. The contracts,
which are generally placed with major financial institutions or counter parties which management believes to be of high credit quality, may take the form of futures contracts, swaps or options. The oil and gas reference prices of these contracts are
based upon oil and natural gas futures, which have a high degree of historical correlation with actual prices received by the Company. Currently, the Companys oil and gas swap contracts are designated as cash flow hedges.





The Company entered into various swap contracts for oil based on NYMEX prices for the first six months of 2001 and 2002,
recognizing a loss of $537,000 and a gain of $1.0 million, respectively, related to these contracts. The Company entered into various swap contracts for natural gas based on the Colorado Interstate Gas (CIG) index during the first six
months of 2001 and 2002, recognizing a loss of $15.4 million and a gain of $12.5 million, respectively, related to these contracts.







10




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







At June 30, 2002, the Company was a party to swap contracts for oil
based on NYMEX prices covering approximately 5,500 barrels of oil per day for the remainder of 2002 at fixed prices ranging from $21.50 to $27.21 per barrel and 2,250 barrels of oil per day for 2003 at fixed prices ranging from $22.31 to $25.21 per
barrel. These swaps are summarized in the table below. The overall weighted average hedged price for the swap contracts is $23.40 per barrel for the remainder of 2002 and $23.24 per barrel for 2003. The unrecognized losses on these contracts totaled
$4.0 million based on NYMEX futures prices at June 30, 2002.





At June 30, 2002, the Company was a party to swap
contracts for natural gas based on CIG index prices covering approximately 70,000 MMBtus per day for the remainder of 2002 at fixed prices ranging from $2.00 to $4.43 per MMBtu. The overall weighted average hedged price for the swap contracts
is $2.76 per MMBtu for the remainder 2002. The Company also entered into natural gas swap contracts for 2003, 2004 and 2005 as of June 30, 2002, which are summarized in the table below. The unrecognized gains on these contracts totaled $22.2 million
based on CIG futures prices at June 30, 2002.





At June 30, 2002, the Company was a party to the fixed price swaps
summarized below:





Oil Swaps (NYMEX)Time Period

Daily Volume Bbl

$/Bbl

Unrealized Gain (Loss) ($/thousands)07/01/0209/30/02

5,500

23.55

$
(1,518
)10/01/0212/31/02

5,500

23.26


(1,327
)01/01/0303/31/03

3,000

23.79


(402
)04/01/0306/30/03

2,500

23.15


(355
)07/01/0309/30/03

1,750

22.99


(202
)10/01/0312/31/03

1,750

22.71


(187
)





Natural Gas Swaps (CIG Index)Time Period

Daily Volume MMBtu

$/MMBtu

Unrealized Gain (Loss) ($/thousands)07/01/0209/30/02

75,000

2.56

$
8,00010/01/0212/31/02

65,000

2.99


1,52901/01/0303/31/03

55,000

3.65


1,65304/01/0306/30/03

55,000

3.20


1,41207/01/0309/30/03

55,000

3.25


1,56210/01/0312/31/03

55,000

3.56


2672004

30,000

3.85


4,0222005

30,000

3.90


3,802





The Company follows SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. It also requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivatives gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that
receive hedge accounting treatment. The Company adopted SFAS No. 133 on January 1, 2001.




11




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







The balance sheet impact of adopting of SFAS No. 133 on January 1,
2001 was as follows (in millions):





AmountUnrealized hedging losses

$
(43.2
)Unrealized hedging gains


4.0Deferred tax liability


(1.4
)Deferred tax asset


15.5Cumulative effect of a change in accounting principle (accumulated other comprehensive loss)

$
(25.1
)





During the first six months of 2002 (excluding the impairment
related to the Enron hedges), net hedging gains of $13.3 million ($8.5 million after tax) were reclassified from Accumulated other comprehensive income to earnings and the changes in the fair value of outstanding derivative net assets decreased by
$20.4 million ($13.1 million after tax). As the underlying prices in the Companys hedge contracts were consistent with the indices used to sell their oil and gas, no ineffectiveness was recognized related to its hedge contracts in the first
six months of 2002. As of June 30, 2002 (excluding the impaired Enron hedges), the Company had net unrealized hedging gains of $18.3 million ($11.7 million after tax), comprised of $13.4 million of current assets, $12.2 million of non-current
assets, $4.4 million of current liabilities and $2.9 million of non-current liabilities. Based on futures prices as of June 30, 2002, the Company would reclassify $9.0 million ($5.8 million after tax) of net unrealized hedging gains as an increase
to earnings from Accumulated other comprehensive income in the next twelve months.





Stock Options, Awards and Deferred Compensation
Arrangements





The Company accounts for its stock-based compensation plans under the principles prescribed by
the Accounting Principles Boards Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees. Stock options awarded under the Employee Plan and the non-employee Directors Plan do not result in recognition of
compensation expense. The Company accounts for assets held in a rabbi trust for certain participants under the Companys deferred compensation plan in accordance with EITF 97-14. See Note (7).





Per Share Data





On
May 23, 2002, the Companys Board of Directors approved a 5-for-4 stock split to be effected in the form of a 25% stock dividend to common stockholders of record as of June 10, 2002 with a payment date of June 20, 2002. All share and per share
amounts for all periods have been restated to reflect the 5-for-4 stock split.





The Company uses weighted average
shares outstanding to calculate earnings per share. When dilutive, options, warrants and common stock issuable on conversion of convertible securities are included as share equivalents using the treasury stock method and included in the calculation
of diluted earnings per share. See Note (6).





Risks and Uncertainties





Historically, oil and gas prices have experienced significant fluctuations and have been particularly volatile in recent years. Price fluctuations can result from
variations in weather, levels of regional or national production and demand, availability of transportation capacity to other regions of the country and various other factors. Increases or decreases in oil and gas prices received could have a
significant impact on future results.





Other





All liquid investments with a maturity of three months or less are considered to be cash equivalents. Certain amounts in prior period consolidated financial statements have
been reclassified to conform with the current classifications. The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and 50% of the Elysium accounts. All significant intercompany balances and
transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles 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.




12




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







In the opinion of management, those adjustments to the financial
statements (all of which are of a normal and recurring nature) necessary to present fairly the Companys financial position and results of operations have been made. These interim financial statements should be read in conjunction with the
Companys Annual Report on Form 10-K/A for the year ended December 31, 2001.





Recent Accounting Pronouncements





In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations,  which requires that the
fair value of a liability for asset retirement obligations be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. The asset retirement liability will be allocated to operating expense by using a systematic and rational method. The statement is effective for the Company in 2003. The Company has not yet determined the impact of adoption of this
statement. Given the Companys large number of wells and that the salvage value has historically been assumed to offset the plugging liability, adoption could lead to a material increase in the Companys assets and liabilities.





In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, which provides a single accounting model for long-lived assets to be disposed of and changes the criteria that would have to be met to classify an asset as held-for-sale. The statement also requires expected future operating losses
from discontinued operations to be recognized in the periods in which the losses are incurred, which is a change from the current requirement of recognizing such operating losses as of the measurement date. The statement is effective for the Company
in 2002. The adoption of SFAS No. 144 did not have a material effect on the Companys financial position or results of operations.





In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated With Exit or Disposal Activities, which provides guidance for financial accounting and reporting of costs associated with exit or
disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This statement requires the
recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred, as opposed to when the entity commits to an exit plan under EITF No. 94-3. The statement is effective for the Company in 2003. The
adoption of SFAS No. 146 is not expected to have a material effect on the Companys financial position or results of operations.





(4)    OIL AND GAS PROPERTIES





The cost of oil and gas properties at
December 31, 2001 and June 30, 2002 included approximately $4.8 million and $4.7 million, respectively, in net unevaluated leasehold costs for acreage that is generally held for exploration or development to which proved reserves have not been
assigned. These amounts have been excluded from amortization during the respective periods. The following table sets forth costs incurred related to oil and gas properties and the depletion rates for the respective periods:





Year Ended December 31, 2001


Six Months Ended June 30, 2002(In thousands)Development

$
77,343


$
42,954Acquisitionevaluated


6,603



90Acquisitionunevaluated


3,627



107Exploration and other


513



348$
88,086


$
43,499Disposition

$
(16,468
)

$
(2,088
)Depletion rate (per Mcfe)

$
0.86


$
0.94





The disposition of properties for the year ended December 31, 2001
related primarily to the sale of Elysium properties in the Lake Washington Field in Louisiana for $30.5 million in March 2001 ($15.25 million net to the Company).




13




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







(5)    INDEBTEDNESS





The following indebtedness was outstanding on the respective dates:





December 31, 2001

June 30, 2002(In thousands)Bank facilityPatina

$
71,000

$
47,500Bank facilityElysium, net


6,000


4,500Less current portion





Senior debt, net

$
77,000

$
52,000





In July 1999, the Company entered into an Amended Bank Credit
Agreement (the Credit Agreement) providing for a $200.0 million revolving credit facility. The amount available under the facility is re-determined each May 1 and November 1, and equaled $125.0 million at June 30, 2002. Patina had $77.5
million available under the Credit Agreement at June 30, 2002.





The Company may elect that all or a portion of the
credit facility bear interest at a rate equal to: (i) the Eurodollar rate for one, two, three or six months plus a margin which fluctuates from 1.00% to 1.50%, or (ii) the prime rate plus a margin which fluctuates from 0.00% to 0.50%. The margins
are determined by a debt to EBITDA ratio, as defined. The weighted average interest rate under the facility was 3.0% during the first six months of 2002 and 3.1% at June 30, 2002.





The Credit Agreement contains financial covenants, including but not limited to a maximum total debt to EBITDA ratio, as defined, and a minimum current ratio. It also
contains negative covenants, including but not limited to restrictions on indebtedness; certain liens; guaranties, speculative derivatives and other similar obligations; asset dispositions; dividends, loans and advances; creation of subsidiaries;
investments; leases; acquisitions; mergers; changes in fiscal year; transactions with affiliates; changes in business conducted; sale and leaseback and operating lease transactions; sale of receivables; prepayment of other indebtedness; amendments
to principal documents; negative pledge causes; issuance of securities; and non-speculative commodity hedging. Borrowings under the Credit Agreement mature in July 2003, but may be prepaid at anytime. The Company has periodically extended the Credit
Agreement; however, there is no assurance it will be able to do so in the future. The Company had a restricted payment basket under the Credit Agreement of $59.4 million as of June 30, 2002, which may be used to repurchase equity securities, pay
dividends or make other restricted payments.





The Company loaned Elysium $53.0 million in November 2000. In May
2001, Elysium refinanced this loan with outside banks and entered into a Bank Credit Agreement (the Elysium Credit Agreement) providing for a $60.0 million revolving credit facility. The amount available under the facility is
re-determined each May 1 and November 1, and equaled $20.0 million ($10.0 million net to Patina) at June 30, 2002. Elysium had $11.0 million ($5.5 million net to Patina) available under the Elysium Credit Agreement at June 30, 2002.





The Elysium facility is non-recourse to Patina and contains financial covenants, including but not limited to a
maximum total debt to EBITDA ratio, as defined, a minimum current ratio and minimum tangible net worth. Borrowings under the Elysium Credit Agreement mature in May 2004, but may be prepaid at anytime. Elysium may elect that all or a portion of the
credit facility bear interest at a rate equal to: (i) the Eurodollar rate for one, two, three or six months plus a margin which fluctuates from 1.50% to 2.00%, or (ii) the prime rate plus a margin which fluctuates from 0.25% to 0.75%. The margin is
determined by a utilization of borrowing base percentage. The weighted average interest rate under the facility was 3.8% during the first six months of 2002 and 3.7% at June 30, 2002.





Scheduled maturities of indebtedness for the next five years are zero in 2002, $47.5 million in 2003 and $4.5 million in 2004. Management intends to extend the maturity of
its credit facility on a regular basis; however, there can be no assurance it will be able to do so. Cash payments for interest totaled $4.7 million and $1.1 million during the first six months of 2001 and 2002, respectively.




14




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







(6)    STOCKHOLDERS EQUITY





A total of 125.0 million common shares, $0.01 par value, are authorized of which 27.5 million were issued at June 30, 2002. The common
stock is listed on the New York Stock Exchange. On May 23, 2002, the Companys Board of Directors approved a 5-for-4 stock split to be effected in the form of a 25% stock dividend to common stockholders of record as of June 10, 2002 with a
payment date of June 20, 2002. All share and per share amounts for all periods have been restated to reflect the 5-for-4 stock split. Adjusted for the stock dividend, a quarterly cash dividend of $0.008 per common share was initiated in December
1997, increased to $0.016 per share in the fourth quarter of 1999, to $0.032 per share in the fourth quarter of 2000, to $0.04 per share in the fourth quarter of 2001 and to $0.05 per share in the second quarter of 2002. The Company has a
stockholders rights plan designed to ensure that stockholders receive fair value for their shares in the event of certain takeover attempts. The following is a schedule of the changes in the Companys shares of common stock since January
1, 2001:





Year Ended December 31, 2001


Six Months Ended June 30, 2002Beginning shares

25,054,800


26,552,400Exercise of stock options

545,400


744,700Issued under Stock Purchase Plan

122,400


132,500Issued in lieu of salaries and bonuses

84,900


98,400Issued for directors fees

1,900


1,000Exercise of $10.00 warrants

3,597,500


Issued to deferred comp plan (salary match)

14,800


13,500Stock grant vesting

41,600


401(k) plan contribution

30,300


Total shares issued

4,438,800


990,100Repurchases

(2,941,200
)

(300
)Ending shares

26,552,400


27,542,200Treasury shares held in rabbi trust (Note 7)

(1,076,700
)

(1,035,200
)Adjusted shares outstanding

25,475,700


26,507,000





During 2001, the Company repurchased and retired shares of its
common stock for $51.5 million and 3,597,500 $10.00 warrants were converted into common stock with the Company receiving cash proceeds of $36.0 million. The remaining unexercised warrants expired on May 2, 2001.





A total of 5,000,000 preferred shares, $0.01 par value, are authorized with no shares issued or outstanding at June 30, 2002.




15




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







The following is the calculation of basic and diluted earnings per
share:





Three Months Ended June 30,2001

2002Net Income


Common Shares

Per Share

Net Income

Common Shares

Per ShareBasic net income attributable to common stock

$
17,980


25,318

$
0.71

$
12,387

26,228

$
0.47Effect of dilutive securities:Deferred compensation shares


(142
)

1,093







Stock options





1,627







1,463$10.00 warrants





604







Diluted net income attributable to common stock

$
17,838


28,642

$
0.62

$
12,387

27,691

$
0.45





Six Months Ended June 30,2001

2002Net Income

Common Shares

Per Share

Net Income

Common Shares

Per ShareBasic net income attributable to common stock

$
38,614

24,371

$
1.58

$
25,464

26,021

$
0.98Effect of dilutive securities:Stock options




1,529







1,305Unvested stock grant




17







$10.00 warrants




1,307







Diluted net income attributable to common stock

$
38,614

27,224

$
1.42

$
25,464

27,326

$
0.93





(7)    EMPLOYEE BENEFIT PLANS





401(k) Savings





The
Company maintains a 401(k) profit sharing and savings plan (401(k) Plan). Eligible employees may make voluntary contributions to the 401(k) Plan. The Company may, at its discretion, make additional matching or profit sharing
contributions to the 401(k) Plan. The Company made profit sharing contributions of $589,000 and $647,000 for 2000 and 2001, respectively. The contributions were made in common stock at its market value. A total of 37,000 and 30,300 common shares
were contributed in 2000 and 2001, respectively.





Stock Purchase Plan





The Company maintains a shareholder approved stock purchase plan (Stock Purchase Plan). Pursuant to the Stock Purchase Plan,
officers, directors and certain managers are eligible to purchase shares of common stock at prices ranging from 50% to 85% of the closing price of the stock on the trading day prior to the date of purchase (Market Price). To date, all
purchase prices have been set at 75% of Market Price. In addition, employee participants may be granted the right to purchase shares pursuant to the Stock Purchase Plan with all or a part of their salary and bonus. A total of 625,000 shares of
common stock were reserved for possible purchase under the Stock Purchase Plan. In May 1999, an amendment to the Stock Purchase Plan was approved by the stockholders allowing for the annual renewal of the 625,000 shares of common stock reserved for
possible purchase under the Stock Purchase Plan. Plan years run from the date of the Annual Meeting through the next Annual Meeting. In 2000, the Board of Directors approved 145,400 common shares (exclusive of shares available for purchase with
participants salaries and bonuses) for possible purchase by participants during the plan year. As of June 30, 2000, participants had purchased 172,800 shares of common stock, including 107,300 shares purchased with participants 1999
bonuses, at an average price of $9.70 per share ($7.27 net




16




---



PATINA OIL & GAS CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




price per share), resulting in cash proceeds to the Company of $665,000. In 2001, the Board of Directors approved 151,600 common
shares (exclusive of shares available for purchase with participants salaries and bonuses) for possible purchase by participants during the plan year. As of June 30, 2001, participants had purchased 124,500 shares of common stock, including
2,400 shares purchased with participants 2000 bonuses, at an average price of $21.26 per share ($15.95 net price per share), resulting in cash proceeds to the Company of $2.0 million. In 2002, the Board of Directors approved 158,000 common
shares (exclusive of shares available for purchase with participants salaries and bonuses) for possible purchase by participants during the plan year. As of June 30, 2002, participants had purchased 230,900 shares of common stock, including
98,400 shares purchased with participants 2001 bonuses, at an average price of $24.81 per share ($18.61 net price per share), resulting in cash proceeds to the Company of $2.8 million. The Company recorded non-cash general and administrative
expenses of $652,000 and $925,000 associated with these purchases in the six months ended June 30, 2001 and 2002, respectively.





Deferred Compensation Plan





The Company maintains a shareholder approved deferred
compensation plan (Deferred Compensation Plan). This plan is available to officers and certain managers of the Company. The plan allows participants to defer all or a portion of their salary and annual bonuses (either in cash or Company
stock). The Company can make discretionary matching contributions of the participants salary deferral and those assets are invested in instruments as directed by the participant. The Deferred Compensation Plan does not have dollar limits on
tax-deferred contributions. The assets of the Deferred Compensation Plan are held in a Rabbi Trust (Trust) and, therefore, are available to satisfy the claims of the Companys creditors in the event of bankruptcy or insolvency of
the Company. Participants have the ability to direct the Plan Administrator to invest their salary and bonus deferrals into pre-approved mutual funds held by the Trust. In addition, participants have the right to request that the Plan Administrator
re-allocate the portfolio of investments (i.e., cash, mutual funds, Company stock) in the participants individual account within the Trust, however, the Plan Administrator is not required to honor any such request. Company matching
contributions are in the form of either cash or Company stock and vest ratably over a three-year period. Participants may elect to receive their payments in either cash or the Companys common stock. At June 30, 2002, the balance of the assets
in the Trust totaled $33.5 million, including 1,035,200 shares of common stock of the Company valued at $28.4 million. The Company accounts for the Deferred Compensation Plan in accordance with EITF 97-14, Accounting for Deferred Compensation
Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested.





Assets of the Trust, other than
common stock of the Company, are invested in 11 mutual funds that cover the investment spectrum from equities to money market instruments. These mutual funds are publicly quoted and reported at market value. The Company accounts for these
investments in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The Trust also holds common shares of the Company. The Companys common stock that is held by the Trust has been
classified as treasury stock in the stockholders equity section of the accompanying balance sheet. The market value of the assets held by the Trust, exclusive of the market value of the shares of the Companys common stock that are
reflected as treasury stock, at December 31, 2001 and June 30, 2002, was $2.0 million and $5.1 million, respectively, and is classified as Other Assets in the accompanying balance sheet. The amounts payable to the plan participants at December 31,
2001 and June 30, 2002, including the market value of the shares of the Companys common stock that are reflected as treasury stock, was $25.6 million and $33.5 million, respectively, and is classified as Deferred Compensation Liability in the
accompanying balance sheet.





In accordance with EITF 97-14, all market fluctuations in value of the Trust assets
have been reflected in the respective income statements. Increases or decreases in the value of the plan assets, exclusive of the shares of common stock of the Company, have been included as Other income in the respective income statements.
Increases or decreases in the market value of the deferred compensation liability, including the shares of common stock of the Company held by the Trust, while recorded as treasury stock, are included as Deferred compensation adjustments in the
respective income statement. In response to the changes in total market value of the Trust, the Company recorded deferred compensation adjustments of $2.5 million and $6.1 million in the six months ended June 30, 2001 and 2002, respectively.




17




---




Stock Option and Award Plans





The Company maintains a shareholder approved stock option plan for employees (the Employee Plan) providing for the issuance of options at prices not less than
fair market value at the date of grant. Options to acquire the greater of three million shares of common stock or 10% of outstanding diluted common shares may be outstanding at any time. The specific terms of grant and exercise are determinable by
the Compensation Committee of the Board of Directors. The options vest over a three-year period (30%, 60%, 100%) and expire five years from the date of grant. The following is a summary of stock options granted under the Employee Plan:





Year

Options Granted

Range of Exercise
Prices

Weighted Average Exercise Price2000

631,000

$7.35  $17.55

$7.472001

792,000

$18.09  $26.42

$18.332002

885,000

$20.62  $23.74

$20.69





The Company also maintains a shareholder approved stock grant and
option plan for non-employee Directors (the Directors Plan). The Directors Plan provides for each non-employee Director to receive common shares having a market value equal to $2,500 quarterly in payment of one-half of their
retainer. In April 2002, the cash portion of the quarterly Director payments was increased to $5,000. A total of 1,900 shares were issued in 2001 and 1,000 in the first six months of 2002. It also provides for 6,250 options to be granted to each
non-employee Director upon appointment and upon annual re-election, thereafter. The options vest over a three-year period (30%, 60%, 100%) and expire five years from the date of grant. The following is a summary of stock options granted under the
Directors Plan:





Year

Options Granted

Range of Exercise Prices

Weighted Average Exercise Price2000

31,000

$13.95

$13.952001

31,000

$19.67  $26.28

$24.962002

25,000

$28.25

$28.25





(8)    INCOME TAXES





A reconciliation of the federal statutory rate to the Companys effective rate as it applies to the tax provision for the six months
ended June 30, 2001 and 2002 follows:





2001


2002Federal statutory rate

35
%

35
%State income tax rate, net of federal benefit

3
%

3
%Decrease in valuation allowance against deferred tax asset

(2
)%

Section 29 tax credits




(3
)%Effective income tax rate

36
%

35
%





For tax purposes, the Company had net operating loss carryforwards
of approximately $41.0 million including alternative minimum tax (AMT) loss carryforwards of approximately $26.6 million at December 31, 2001. Utilization of $30.3 million of the net operating loss carryforwards will be limited to
approximately $4.7 million per year as a result of the Gerrity acquisition in 1996. These carryforwards expire between 2010 and 2018. At December 31, 2001, the Company had AMT credit carryforwards of $4.1 million that are available indefinitely. The
Company paid federal and state income taxes of $11.1 million in 2001 and $2.7 million in the first six months of 2002.




18




---




Operating cash flows in the first six months of 2002 were increased by $3.5
million related to the tax deduction generated from the exercise and same day sale of stock options. Generally accepted accounting principles dont allow for this deduction to be offset against the tax provision on the income statement. This
deduction is recorded as an addition to additional paid in capital and as a reduction to the tax liability on the balance sheet.





(9)    MAJOR CUSTOMERS





During the six months ended June 30, 2001 and
2002, Duke Energy Field Services, Inc. accounted for 27% and 37%, BP Amoco Production Company accounted for 12% and 7%, and E-Prime accounted for 12% and 9%, of oil and gas sales, respectively. Management believes that the loss of any individual
purchaser would not have a long-term material adverse impact on the financial position or results of operations of the Company. Given the credit issues recently experienced by various energy trading companies, the Company attempts to closely monitor
the credit status of our significant customers. The Company is not currently aware of any significant credit exposure.





(10)    RELATED PARTY TRANSACTIONS





In March 2001, the Company loaned
an officer $50,000, represented by a 7.00% recourse promissory note. The note is scheduled for annual principal reductions each March, with payment in full due in 2004. The scheduled principal reduction of $15,000 and the associated interest payment
were received in March 2002. In May 2001, a director purchased 12,500 common shares from the Company under the Stock Purchase Plan. The Company loaned the director $136,000 to finance a portion of this purchase. The loan is due May 2004 and is
represented by a 7.50% recourse promissory note.





In conjunction with the acquisition of Elysium in November 2000,
Patina agreed to loan Elysium up to $60.0 million. In May 2001, Elysium entered into a credit facility with a third party bank. The proceeds from this facility were used to repay Patina. Elysium paid interest of $1.0 million in the first six months
of 2001 to Patina under the revolving credit facility.





Patina provides certain administrative services to Elysium
under an operating agreement. The Company was paid $219,000 and $1.5 million for these services for the six months ended June 30, 2001 and 2002, respectively. In December 2001, Elysiums office in The Woodlands, Texas was closed and all
administrative functions were moved to Denver, Colorado. As such, the Company entered into a management agreement with Elysium providing for an indirect monthly reimbursement of $243,000 and any direct charges for providing this service.





(11)    COMMITMENTS AND CONTINGENCIES





The Company leases office space and certain equipment under non-cancelable operating leases. Future minimum lease payments under such leases approximate $1.0 million per
year through 2005.





The Company is a party to various lawsuits incidental to its business, none of which are
anticipated to have a material adverse impact on its financial position or results of operations.





A recent ruling
by the Colorado Supreme Court on the deductibility of gathering and transportation costs as to royalty interests has resulted in uncertainty of these deductions. The Company has not been named as a party to any related lawsuit and no determination
has been made as to the financial impact to the Company, if any, in the event this decision stands.




19




---

|ITEM |  | 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
|---- |  | ---------------------------------------------------------------------------------------------------




EXPLANATORY NOTETHIS AMENDMENT NO. 1 ON FORM
10-Q /A TO THE REGISTRANTS FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 2002 IS BEING FILED FOR THE PURPOSES OF GIVING EFFECT TO THE RESTATEMENT OF THE COMPANYS CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2001
AND 2002. SEE NOTE 1 TO THE FINANCIAL STATEMENTS FOR A SUMMARY OF THE SIGNIFICANT EFFECTS OF THE RESTATEMENT. THE RESTATEMENT RELATED TO APPLYING REQUIRED ACCOUNTING TREATMENT FOR CERTAIN STOCK BASED COMPENSATION ARRANGEMENTS. THE FOLLOWING
DISCUSSION AND ANALYSIS GIVES EFFECT TO THE RESTATEMENT.





Critical Accounting Policies and Estimates





The Companys discussion and analysis of its financial condition and results of operations are based upon consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. The Company
recognizes revenues from the sale of oil and gas in the period delivered. We provide an allowance for doubtful accounts for specific receivables we judge unlikely to be collected. The Company utilizes the successful efforts method of accounting for
its oil and gas properties. Leasehold costs are capitalized when incurred. Unproved properties are assessed periodically within specific geographic areas and impairments in value are charged to expense. Exploratory expenses, including geological and
geophysical expenses and delay rentals, are charged to expense as incurred. Exploratory drilling costs are capitalized, but charged to expense if the well is determined to be unsuccessful. Costs of productive wells, unsuccessful developmental wells
and productive leases are capitalized and amortized on a unit-of-production basis through depletion, depreciation and amortization expense over the life of the associated oil and gas reserves. Oil and gas property costs are periodically evaluated
for possible impairment. Impairments are recorded when management believes that a propertys net book value is not recoverable based on current estimates of expected future cash flows. Depletion, depreciation and amortization of oil and gas
properties and the periodic assessments for impairment are based on underlying oil and gas reserve estimates and future cash flows using then current oil and gas prices combined with operating and capital development costs. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves and in projecting future rates of production and timing of development expenditures. The Company regularly enters into commodity derivative contracts and fixed-price
physical contracts to manage its exposure to oil and gas price volatility. The contracts, which are generally placed with major financial institutions or with counter parties which management believes to be of high credit quality, may take the form
of futures contracts, swaps or options. The oil and gas reference prices of these contracts are based upon oil and natural gas futures, which have a high degree of historical correlation with actual prices received by the Company. Currently, the
Companys oil and gas swap contracts are designated as cash flow hedges.







20




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Factors Affecting Financial Condition and Liquidity





Liquidity and Capital Resources





During the six months ended June 30, 2002, the Company spent $43.0 million on the further development of properties. The development expenditures included $39.4 million in Wattenberg for the drilling or deepening of 22 J-Sand wells,
229 Codell refracs, and three recompletions, $1.2 million on the drilling of three wells in Moffat County, Colorado, $815,000 on drilling two wells on the Adams Baggett project in West Texas and $1.4 million on the Elysium properties. These projects
and the continued success in production enhancement allowed production to increase 18% over the prior year. The Company had announced that it anticipated incurring approximately $77.0 million on the further development of its properties during 2002.
A proposal to the Board of Directors to increase that level expenditures to $90.0 million given recent results was approved in May 2002. The decision to increase or decrease development activity is heavily dependent on oil and gas prices.





At June 30, 2002, the Company had $443.6 million of assets. Total capitalization was $317.0 million, of which 84%
was represented by stockholders equity and 16% by bank debt. During the first six months of 2002, net cash provided by operations totaled $60.9 million, as compared to $94.7 million in 2001 ($73.5 million and $75.5 million prior to changes in
working capital, respectively). At June 30, 2002, there were no significant commitments for capital expenditures. Based upon a $90.0 million capital budget for 2002, the Company expects production to continue to increase in the coming year. The
level of these and other future expenditures is largely discretionary, and the amount of funds devoted to any particular activity may increase or decrease significantly, depending on available opportunities and market conditions. The Company plans
to finance its ongoing development, acquisition and exploration expenditures and additional equity repurchases using internal cash flow, proceeds from asset sales and bank borrowings. In addition, joint ventures or future public and private
offerings of debt or equity securities may be utilized.





During 2001, the Company repurchased 2,941,000 shares of
its common stock for $51.5 million. The Company received proceeds totaling approximately $36.0 million from the exercise of the $10.00 common stock warrants in May 2001. The unexercised warrants expired on May 2, 2001.





The Companys primary cash requirements will be to finance acquisitions, fund development expenditures, repurchase equity securities,
repay indebtedness, and general working capital needs. However, future cash flows are subject to a number of variables, including the level of production and oil and gas prices, and there can be no assurance that operations and other capital
resources will provide cash in sufficient amounts to maintain planned levels of capital expenditures or that increased capital expenditures will not be undertaken.





The Company believes that borrowings available under its Credit Agreement, projected operating cash flows and the cash on hand will be sufficient to cover its working
capital, capital expenditures, planned development activities and debt service requirements for the next 12 months. In connection with consummating any significant acquisition, additional debt or equity financing will be required, which may or may
not be available on terms that are acce ptable to the Company.





The following summarizes the Companys
contractual obligations at June 30, 2002 and the effect such obligations are expected to have on its liquidity and cash flow in future periods (in thousands):





Less than One Year

1-3 Years


After 3 Years

TotalLong term debt

$


$
52,000
*

$


$
52,000Non-cancelable operating leases


967


2,071



444


3,482Total contractual cash obligations

$
967

$
54,071


$
444

$
55,482


---

|* |  | Due at termination dates in each of the Companys credit facilities, which the Company expects to renew, however there is no assurance it will be able to
do so.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



21




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Indebtedness





The following summarizes the Companys borrowings and availability under Patinas and Elysiums revolving credit facilities (in thousands):





June 30, 2002Revolving Credit Facilities

Borrowing Base

Outstanding

AvailablePatina

$
125,000

$
47,500

$
77,500Elysium (net to Patina)


10,000


4,500


5,500Total

$
135,000

$
52,000

$
83,000





In 1999, the Company entered into an Amended Bank Credit Agreement
(the Credit Agreement) providing for a $200.0 million revolving credit facility. The amount available under the facility is re-determined each May 1 and November 1, and equaled $125.0 million at June 30, 2002. The borrowing base was
reduced in November 2001, at Patinas election, to minimize commitment fees on the facility. Patina had $77.5 million available under the Credit Agreement at June 30, 2002.





The Company may elect that all or a portion of the credit facility bear interest at a rate equal to: (i) the Eurodollar rate for one, two, three or six months plus a margin
which fluctuates from 1.00% to 1.50%, or (ii) the prime rate plus a margin which fluctuates from 0.00% to 0.50%. The margins are determined by a debt to EBITDA ratio, as defined. The weighted average interest rate under the facility was 3.0% during
the first six months of 2002 and 3.1% at June 30, 2002.





The Credit Agreement contains financial covenants,
including but not limited to a maximum total debt to EBITDA ratio, as defined, and a minimum current ratio. It also contains negative covenants, including but not limited to restrictions on indebtedness; certain liens; guaranties, speculative
derivatives and other similar obligations; asset dispositions; dividends, loans and advances; creation of subsidiaries; investments; leases; acquisitions; mergers; changes in fiscal year; transactions with affiliates; changes in business conducted;
sale and leaseback and operating lease transactions; sale of receivables; prepayment of other indebtedness; amendments to principal documents; negative pledge causes; issuance of securities; and non-speculative commodity hedging. Borrowings under
the Credit Agreement mature in July 2003, but may be prepaid at anytime. The Company has periodically extended the Credit Agreement; however, there is no assurance it will be able to do so in the future. The Company had a restricted payment basket
under the Credit Agreement of $59.4 million as of June 30, 2002, which may be used to repurchase equity securities, pay dividends or make other restricted payments.





The Company loaned Elysium $53.0 million in November 2000. In May 2001, Elysium refinanced this loan with outside banks and entered into a Bank Credit Agreement (the
Elysium Credit Agreement) providing for a $60.0 million revolving credit facility. The amount available under the facility is re-determined each May 1 and November 1, and equaled $20.0 million ($10.0 million net to Patina) at June 30,
2002. Elysium had $11.0 million ($5.5 million net to Patina) available under the Elysium Credit Agreement at June 30, 2002.





The Elysium facility is non-recourse to Patina and contains financial covenants, including but not limited to a maximum total debt to EBITDA ratio, as defined, a minimum current ratio and minimum tangible net worth. Borrowings under
the Elysium Credit Agreement mature in May 2004, but may be prepaid at anytime. Elysium may elect that all or a portion of the credit facility bear interest at a rate equal to: (i) the Eurodollar rate for one, two, three or six months plus a margin
which fluctuates from 1.50% to 2.00%, or (ii) the prime rate plus a margin which fluctuates from 0.25% to 0.75%. The margin is determined by a utilization of borrowing base percentage. The weighted average interest rate under the facility was 3.8%
during the first six months of 2002 and 3.7% at June 30, 2002.





Cash Flow





The Companys principal sources of cash are operating cash flow and bank borrowings. The Companys cash flow is highly dependent on oil and gas prices.
Pricing volatility will be somewhat reduced as the Company has entered into hedging agreements for 2002, 2003, 2004 and 2005, respectively. The $43.5 million of capital expenditures for the first six months of 2002 were funded entirely with internal
cash flow. A proposal to the Board of Directors to increase the 2002 approved capital budget of $77.0 million to $90.0 million was approved in May 2002. The revised 2002 capital




22




---

budget of $90.0 million, comprised of approximately $80.0 million of development expenditures in Wattenberg, is expected to increase production
over 12%. The Company expects the capital program to be funded with internal cash flow. As such, exclusive of any acquisitions or significant equity repurchases, management expects to continue to reduce long-term debt in 2002.





Net cash provided by operating activities in the six months ended June 30, 2001 and 2002 was $94.7 million and $60.9 million,
respectively. Cash flow from operations decreased due to the sharp decline in oil and gas prices from the first six months of 2001, somewhat offset by the 18% increase in oil and gas production. As a result of the lower prices, production taxes
declined, more than offsetting the slight increase in lease operating expenses. Interest expense declined due to the continued repayment of debt and lower average interest rates in 2002. Operating cash flows in the first six months of 2002 were
benefited by $3.5 million related to the tax deduction generated from the exercise and same day sale of stock options.





Net cash used in investing activities in the six months ended June 30, 2001 and 2002 totaled $33.6 million and $42.9 million, respectively. Acquisition, development and exploration expenditures totaled $40.1 million in the first six
months of 2001 compared to $43.5 million in 2002. Development expenditures in Wattenberg totaled $39.5 million in 2002, an increase of $8.5 million over 2001. Development expenditures on the Elysium properties totaled $1.4 million in 2002, a
$200,000 increase over 2001. Expenditures for the further development of our grassroots projects totaled $2.3 million in 2002 as compared to $7.7 million in 2001. The larger expenditures in 2001 were primarily related to the acquisition of acreage
in initiating our grassroots projects. The net expenditure amount in the first six months of 2001 was reduced due to $15.3 million of proceeds from sales of assets, primarily Elysiums properties in the Lake Washington Field in Louisiana. The
net expenditure amount in the first six months of 2002 was reduced due to $2.1 million of proceeds from sales of assets, primarily Elysiums properties in Kansas and certain D-J Basin properties.





Net cash used in financing activities in the six months ended June 30, 2001 and 2002 was $62.1 million and $17.7 million, respectively.
Sources of financing have been primarily bank borrowings. During the first six months of 2001, the combination of operating cash flow, the refinancing of Elysium loan, and proceeds from the sale of the Lake Washington properties, allowed the Company
to repay $84.0 million of bank debt, repurchase $38.2 million of equity securities and fund net capital development and acquisition expenditures of $24.9 million. During the first six months of 2002, the combination of operating cash flow and
$9.8 million in proceeds from the exercise of stock options, allowed the Company to repay $25.0 million of bank debt and fund the net capital development and acquisition expenditures of $42.9 million.





Capital Requirements





During the first six months of 2002, $43.5 million of capital was expended, primarily on development projects. This represented approximately 71% of internal cash flow (net cash provided by operations). The revised 2002 capital
budget of $90.0 million is expected to increase production over 12%. The Company expects the capital program to be funded with internal cash flow. As such, exclusive of any acquisitions or significant equity repurchases, management expects to
continue to reduce long-term debt in 2002. Development and exploration activities are highly discretionary, and, for the foreseeable future, management expects such activities to be maintained at levels equal to or below internal cash flow.





Hedging





The Company regularly enters into hedging agreements to reduce the impact on its operations of fluctuations in oil and gas prices. All such contracts are entered into solely to hedge prices and limit volatility. The Companys
current policy is to hedge between 50% and 75% of its production, when futures prices justify, on a rolling 12 to 18 month basis. Due to the exceptional gas prices in 2001, the Company extended their hedging program into 2005. At June 30, 2002,
hedges were in place covering 54.9 Bcf at prices averaging $3.44 per MMBtu and 1,832,000 barrels of oil averaging $23.33 per barrel. The estimated fair value of the Companys hedge contracts that would be realized on termination, approximated a
net unrealized pre-tax gain of $18.3 million ($11.7 million gain net of $6.6 million of deferred taxes) at June 30, 2002, which is presented on the balance sheet as a current asset of $13.4 million, a non-current asset of $12.2 million, a
current liability of $4.4 million and a non-current liability of $2.9 million based on contract expiration. The gas contracts expire monthly through December 2005 and the oil contracts expire monthly through December 2003. Gains or losses on both
realized and unrealized hedging transactions are determined as the difference between the contract price and a reference price, generally NYMEX for oil and the Colorado Interstate Gas (CIG) index for natural




23




---

gas. Transaction gains and losses are determined monthly and are included as increases or decreases in oil and gas revenues in the period the
hedged production is sold. Any ineffective portion of such hedges is recognized in earnings as it occurs. Net pre-tax gains relating to these derivatives in 2001 and the first six months of 2002 were $4.1 million and $13.6 million, respectively.
Effective January 1, 2001, the unrealized gains (losses) on these hedging positions were recorded at an estimate of fair value which the Company based on a comparison of the contract price and a reference price, generally NYMEX or CIG, on the
Companys balance sheet as Accumulated other comprehensive income (loss), a component of Stockholders Equity.





Basis
Differentials





The Company sells the majority of its gas production based on the Colorado Interstate
Gas (CIG) index. The realized price of the Companys gas and that of other Rocky Mountain producers has historically traded at a discount to NYMEX gas. This discount is referred to as a basis differential and averaged
$0.78 per MMBtu in 2001, ranging from a positive differential of $0.02 per MMBtu in February 2001 to a negative differential of $1.43 MMBtu in July 2001. The CIG basis differential for the first six months of 2002 averaged $0.88 per MMBtu discount
from NYMEX. Based on futures prices as of June 30, 2002, the basis differential for CIG from NYMEX for July 2002 through December 2002 averaged $1.36 per MMBtu discount, ranging from a discount of $2.07 per MMBtu in July 2002 to a discount of $0.61
per MMBtu in December 2002.







24




---

Results of Operations





Three months ended June 30, 2002 compared to the three months ended June 30, 2001.





Revenues for the second quarter of 2002 totaled $50.7 million, a 7% decrease from the prior year period. Net income for the second quarter of 2002 totaled $12.4 million compared to $18.0 million in 2001. The
decreases in revenue and net income were due to lower oil and gas prices, somewhat offset by increasing production.





Average daily oil and gas production in the second quarter of 2002 totaled 8,416 barrels and 130.6 MMcf (181.1 MMcfe), an increase of 19% on an equivalent basis from the same period in 2001. The rise in production was due to the
continued development activity in Wattenberg, contributions from our Elysium operations and to a minor degree, the grassroots projects. During the second quarter of 2002, 17 wells were drilled or deepened and 122 refracs were performed in
Wattenberg, compared to 16 new wells or deepenings and 71 refracs and one recompletion in Wattenberg in 2001. Based upon a $90.0 million development budget for 2002, the Company expects production to continue to increase in the coming year.





Average oil prices decreased 6% from $26.56 per barrel in the second quarter of 2001 to $24.96 in 2002. Average
gas prices decreased 26% from $3.63 per Mcf in the second quarter of 2001 to $2.68 in 2002. Average oil prices include hedging losses of $262,000 or $0.40 per barrel and $582,000 or $0.76 per barrel in the second quarters of 2001 and 2002,
respectively. Average gas prices included hedging losses of $733,000 or $0.07 per Mcf in the second quarter of 2001 and hedging gains of $5.1 million or $0.43 per Mcf in 2002. Lease operating expenses totaled $6.6 million or $0.40 per Mcfe for the
second quarter of 2002 compared to $6.2 million or $0.45 per Mcfe in the prior year period. The increase in operating expenses was attributed to an additional development activity in Wattenberg and additional operating expenses associated with the
grassroots projects. Production taxes totaled $2.9 million or $0.17 per Mcfe in the second quarter of 2002 compared to $3.7 million in 2001 or $0.27 per Mcfe. The $820,000 decrease was a result of lower oil and gas prices, somewhat offset by
increasing production.





General and administrative expenses for the second quarter of 2002, net of reimbursements,
totaled $3.5 million, approximately the same level incurred in 2001. In December 2001, Elysiums administrative offices in Texas were closed down and their functions were moved to Denver, Colorado. This move should result in over $500,000 of
savings in 2002.





Interest and other expenses fell to $618,000 in the second quarter of 2002, a decrease of over
60% from the prior year period. Interest expense decreased as a result of lower average debt balances and lower average interest rates. The Companys average interest rate during the second quarter of 2002 was 3.1% compared to 5.9% in 2001.





Deferred compensation adjustment totaled $1.8 million in the second quarter of 2002, an increase of $1.9 million
from the prior year period. The increase relates to the increase in value of the Companys common shares and other investments held in a rabbi trust for the benefit of participants in the Companys deferred compensation plan over 2001. The
Companys common stock price appreciated by 9% or $2.21 per share in the second quarter of 2002 versus a slight decline of 1% or $0.16 per share in the second quarter of 2001.





Depletion, depreciation and amortization expense for the second quarter of 2002 totaled $16.2 million, an increase of $4.3 million or 37% from 2001. Depletion expense
totaled $15.8 million or $0.96 per Mcfe for the second quarter of 2002 compared to $11.6 million or $0.84 per Mcfe for 2001. The increase in depletion expense resulted from the 19% increase in oil and gas production in the second quarter of 2002 and
a higher depletion rate. The depletion rate was increased in the fourth quarter of 2001 in conjunction with the completion of the year-end 2001 reserve report. The increased depletion rate reflects the lower oil and gas reserves resulting from lower
year-end oil and gas prices. Depreciation and amortization expense for the three months ended June 30, 2002 totaled $324,000 or $0.02 per Mcfe, approximately the same per unit rate as in the second quarter of 2001.





Provision for income taxes for the second quarter of 2002 totaled $6.7 million, a decrease of $3.4 million from the same period in 2001.
The decrease was due to lower earnings and utilization of the Section 29 tax credits in 2002. The Company recorded a 35% tax provision for the second quarter of 2002 compared to a 36% tax provision in 2001.







25




---

Six months ended June 30, 2002 compared to the six months ended June 30, 2001.





Revenues for the first six months of 2002 totaled $102.6 million, a 14% decrease from the prior year period. Net income for the first six months of 2002 totaled $25.5
million compared to $38.6 million in 2001. The decreases in revenue and net income were due to lower oil and gas prices, somewhat offset by increasing production.





Average daily oil and gas production in the first six months of 2002 totaled 8,231 barrels and 129.4 MMcf (178.8 MMcfe), an increase of 18% on an equivalent basis from the
same period in 2001. The rise in production was due to the continued development activity in Wattenberg, contributions from our Elysium operations and to a minor degree, the grassroots projects. During the first six months of 2002, 22 wells were
drilled or deepened and 229 refracs and three recompletions were performed in Wattenberg, compared to 34 new wells or deepenings and 170 refracs and three recompletions in Wattenberg in 2001. Based upon a $90.0 million development budget for 2002,
the Company expects production to continue to increase in the coming year.





Average oil prices decreased 11% from
$27.00 per barrel in the first six months of 2001 to $24.13 in 2002. Average gas prices decreased 35% from $4.13 per Mcf in the first six months of 2001 to $2.69 in 2002. Average oil prices include hedging losses of $537,000 or $0.41 per barrel in
the first six months of 2001 and hedging gains of $1.0 million or $0.70 per barrel in 2002. Average gas prices included hedging losses of $15.4 million or $0.79 per Mcf in the first six months of 2001 and hedging gains of $12.5 million or $0.53 per
Mcf in 2002. Lease operating expenses totaled $13.7 million or $0.42 per Mcfe for the first six months of 2002 compared to $12.7 million or $0.46 per Mcfe in the prior year period. The increase in operating expenses was primarily attributed to
$675,000 of additional operating expenses associated with the grassroots projects. Production taxes totaled $4.9 million or $0.15 per Mcfe in the first six months of 2002 compared to $9.1 million in 2001 or $0.33 per Mcfe. The $4.1 million decrease
was a result of lower oil and gas prices, somewhat offset by increasing production. Production taxes are calculated on unhedged oil and gas revenues. The significant decrease coincides with the large drop in unhedged oil and gas prices (oil dropped
14% while gas dropped 56% from the first six months of 2001).





General and administrative expenses for the first
six months of 2002, net of reimbursements, totaled $6.0 million, approximately the same level incurred in 2001. In December 2001, Elysiums administrative offices in Texas were closed down and their functions were moved to Denver, Colorado.
This move should result in over $500,000 of savings in 2002.





Interest and other expenses fell to $1.3 million in
the first six months of 2002, a decrease of over 70% from the prior year period. Interest expense decreased as a result of lower average debt balances and lower average interest rates. The Companys average interest rate during the first six
months of 2002 was 3.1% compared to 6.6% in 2001.





Deferred compensation adjustment totaled $6.1 million in the
first six months of 2002, an increase of $3.6 million from the prior year period. The increase relates to the increase in value of the Companys common shares and other investments held in a rabbi trust for the benefit of participants in the
Companys deferred compensation plan over 2001. The Companys common stock price appreciated by 25% or $5.43 per share in the first six months of 2002 versus an increase of 10% or $2.00 per share during the first six months of 2001.





Depletion, depreciation and amortization expense for the first six months of 2002 totaled $31.0 million, an
increase of $7.2 million or 30% from 2001. Depletion expense totaled $30.3 million or $0.94 per Mcfe for the first six months of 2002 compared to $23.3 million or $0.84 per Mcfe for 2001. The increase in depletion expense resulted from the 18%
increase in oil and gas production in the first six months of 2002 and a higher depletion rate. The depletion rate was increased in the fourth quarter of 2001 in conjunction with the completion of the year-end 2001 reserve report. The increased
depletion rate reflects the lower oil and gas reserves resulting from lower year-end oil and gas prices. Depreciation and amortization expense for the six months ended June 30, 2002 totaled $633,000 or $0.02 per Mcfe, approximately the same per unit
rate as in the first six months of 2001.





Provision for income taxes for the first six months of 2002 totaled
$13.8 million, a decrease of $8.0 million from the same period in 2001. The decrease was due to lower earnings and utilization of the Section 29 tax credits in 2002. The Company recorded a 35% tax provision for the first six months of 2002 compared
to a 36% tax provision in 2001.







26




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Inflation and Changes in Prices





While certain costs are affected by the general level of inflation, factors unique to the oil and gas industry result in independent price fluctuations. Over the past five
years, significant fluctuations have occurred in oil and gas prices. Although it is particularly difficult to estimate future prices of oil and gas, price fluctuations have had, and will continue to have, a material effect on the Company.





The following table indicates the average oil and gas prices received over the last five years and highlights the
price fluctuations by quarter for 2001 and 2002. Average price computations exclude hedging gains and losses and other nonrecurring items to provide comparability. Average prices per Mcfe indicate the composite impact of changes in oil and natural
gas prices. Oil production is converted to natural gas equivalents at the rate of one barrel per six Mcf.





Average PricesOil

Natural Gas

Equivalent Mcf(Per Bbl)

(Per Mcf)

(Per Mcfe)Annual1997

$
19.54

$
2.25

$
2.551998


13.13


1.87


1.961999


17.71


2.21


2.402000


29.16


3.69


3.962001


24.99


3.42


3.63Quarterly2001First

$
27.86

$
6.09

$
5.67Second


26.96


3.70


3.93Third


25.81


2.21


2.77Fourth


19.69


1.94


2.312002First

$
21.02

$
2.06

$
2.45Second


25.72


2.25


2.81





Recent Accounting Pronouncements





In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations,  which requires that the fair value
of a liability for asset retirement obligations be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The asset retirement costs are capitalized as part of the carrying amount of the long-lived
asset. The asset retirement liability will be allocated to operating expense by using a systematic and rational method. The statement is effective for the Company in 2003. The Company has not yet determined the impact of adoption of this statement.
Given the Companys large number of wells and that the salvage value has historically been assumed to offset the plugging liability, adoption could lead to a material increase in the Companys assets and liabilities.





In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which
provides a single accounting model for long-lived assets to be disposed of and changes the criteria that would have to be met to classify an asset as held-for-sale. The statement also requires expected future operating losses from discontinued
operations to be recognized in the periods in which the losses are incurred, which is a change from the current requirement of recognizing such operating losses as of the measurement date. The statement is effective for the Company in 2002. The
adoption of SFAS No. 144 did not have a material effect on the Companys financial position or results of operations.





In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated With Exit or Disposal Activities, which provides guidance for financial accounting and reporting of costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This statement requires the
recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred, as opposed to when the entity commits to an exit plan under EITF No. 94-3. The statement is effective for the Company in 2003. The
adoption of SFAS No. 146 is not expected to have a material effect on the Company's financial position or results of operations.




27




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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Commodity Price Risk





The Companys major market risk exposure is to oil and gas prices. Pricing is primarily driven by the prevailing domestic price for oil and prices applicable to the Rocky Mountain and
Mid-Continent natural gas production. Historically, prices received for oil and gas production have been volatile and unpredictable. Pricing volatility is expected to continue. Natural gas price realizations during 2001 and the first six months of
2002, exclusive of any hedges, ranged from a monthly low of $1.34 per Mcf to a monthly high of $7.65 per Mcf. Oil prices, exclusive of any hedges, ranged from a monthly low of $18.74 per barrel to a monthly high of $28.87 per barrel during 2001 and
the first six months of 2002. A significant decline in the price of oil or gas could have a material adverse effect on the Companys financial condition and results of operations.





In the first six months of 2002, a 10% reduction in oil and gas prices, excluding oil and gas quantities that were fixed through hedging transactions, would have reduced
revenues by $4.7 million. If oil and gas future prices at June 30, 2002 had declined by 10%, the unrealized hedging gains at that date would have increased by $21.8 million (from $18.3 million to $40.1 million).





The Company regularly enters into commodity derivative contracts and fixed-price physical contracts to manage its exposure to oil and gas
price volatility. The contracts, which are generally placed with major financial institutions or counter parties which management believes to be of high credit quality, may take the form of futures contracts, swaps or options. The oil and gas
reference prices of these contracts are based upon oil and natural gas futures, which have a high degree of historical correlation with actual prices received by the Company. Currently, the Companys oil and gas swap contracts are designated as
cash flow hedges.





The Company entered into various swap contracts for oil based on NYMEX prices for the first six
months of 2001 and 2002, recognizing a loss of $537,000 and a gain of $1.0 million, respectively, related to these contracts. The Company entered into various swap contracts for natural gas based on the Colorado Interstate Gas (CIG)
index during the first six months of 2001 and 2002, recognizing a loss of $15.4 million and a gain of $12.5 million, respectively, related to these contracts.





At June 30, 2002, the Company was a party to swap contracts for oil based on NYMEX prices covering approximately 5,500 barrels of oil per day for the remainder of 2002 at fixed prices ranging from
$21.50 to $27.21 per barrel and 2,250 barrels of oil per day for 2003 at fixed prices ranging from $22.31 to $25.21 per barrel. These swaps are summarized in the table below. The overall weighted average hedged price for the swap contracts is $23.40
per barrel for the remainder of 2002 and $23.24 per barrel for 2003. The unrecognized losses on these contracts totaled $4.0 million based on NYMEX futures prices at June 30, 2002.





At June 30, 2002, the Company was a party to swap contracts for natural gas based on CIG index prices covering approximately 70,000 MMBtus per day for the remainder
of 2002 at fixed prices ranging from $2.00 to $4.43 per MMBtu. The overall weighted average hedged price for the swap contracts is $2.76 per MMBtu for the remainder 2002. The Company also entered into natural gas swap contracts for 2003, 2004 and
2005 as of June 30, 2002, which are summarized in the table below. The unrecognized gains on these contracts totaled $22.2 million based on CIG futures prices at June 30, 2002.




28




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At June 30, 2002, the Company was a party to the fixed price swaps summarized
below:





Oil Swaps (NYMEX)Time Period

Daily Volume Bbl

$/Bbl

Unrealized Gain (Loss) ($/thousands)07/01/02  09/30/02

5,500

23.55

$
(1,518
)10/01/02  12/31/02

5,500

23.26


(1,327
)01/01/03  03/31/03

3,000

23.79


(402
)04/01/03  06/30/03

2,500

23.15


(355
)07/01/03  09/30/03

1,750

22.99


(202
)10/01/03  12/31/03

1,750

22.71


(187
)





Natural Gas Swaps (CIG Index)Time Period

Daily Volume MMBtu

$/MMBtu

Unrealized Gain (Loss) ($/thousands)07/01/02  09/30/02

75,000

2.56

$
8,00010/01/02  12/31/02

65,000

2.99


1,52901/01/03  03/31/03

55,000

3.65


1,65304/01/03  06/30/03

55,000

3.20


1,41207/01/03  09/30/03

55,000

3.25


1,56210/01/03  12/31/03

55,000

3.56


2672004

30,000

3.85


4,0222005

30,000

3.90


3,802





Interest Rate Risk





At June 30, 2002, the Company had $47.5 million outstanding under its credit facility at an average interest rate of 3.1% and $4.5 million (net to Patina) outstanding under
the Elysium credit facility at an average interest rate of 3.7%. The Company may elect that all or a portion of the credit facility bear interest at a rate equal to: (i) the Eurodollar rate for one, two, three or six months plus a margin which
fluctuates from 1.00% to 1.50% on the Patina facility and 1.50% to 2.00% on the Elysium facility or (ii) the prime rate plus a margin which fluctuates from 0.00% to 0.50% on the Patina facility and 0.25% to 0.75% on the Elysium facility. The
weighted average interest rates under the Patina and Elysium facilities approximated 3.0% and 3.8%, respectively during the first six months of 2002. Assuming no change in the amount outstanding at June 30, 2002, the annual impact on interest
expense of a ten percent change in the average interest rate would be approximately $105,000, net of tax. As the interest rate is variable and is reflective of current market conditions, the carrying value approximates the fair value.




29




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Risk Factors and Cautionary Statement for purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995





Certain information included in this report, other materials filed
or to be filed by the Company with the Securities and Exchange Commission (SEC), as well as information included in oral statements or written statements made or to be made by the Company contain or incorporate by reference certain
statements (other than statements of historical fact) that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not
historical facts contained in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Such statements address activities, events or developments that the
Company expects, believes, projects, intends or anticipates will or may occur, including such matters as future capital, development and exploration expenditures (including the amount and nature thereof), drilling, deepening or refracing of wells,
reserve estimates (including estimates of future net revenues associated with such reserves and the present value of such future net revenues), future production of oil and natural gas, business strategies, expansion and growth of the Companys
operations, cash flow and anticipated liquidity, grassroots prospects and development and property acquisition, obtaining financial or industry partners for prospect or program development, or marketing of oil and natural gas. Factors that could
cause actual results to differ materially (Cautionary Disclosures) are described, among other places, in the Gathering, Processing and Marketing, Competition, and Regulation sections in 2001 Form 10-K / A and under the caption
Managements Discussion and Analysis of Financial Condition and Results of Operations. Without limiting the Cautionary Disclosures so described, Cautionary Disclosures include, among others: general economic conditions, the market
price of oil and natural gas, the risks associated with exploration, the Companys ability to find, acquire, market, develop and produce new properties, operating hazards attendant to the oil and gas business, uncertainties in the estimation of
proved reserves and in the projection of future rates of production and timing of development expenditures, the strength and financial resources of the Companys competitors, the Companys ability to find and retain skilled personnel,
climatic conditions, labor relations, availability and cost of material and equipment, environmental risks, the results of financing efforts, and regulatory developments. All written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the Cautionary Disclosures. The Company disclaims any obligation to update or revise any forward-looking statement to reflect events or circumstances occurring hereafter or to
reflect the occurrence of anticipated or unanticipated events.




30




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PART II.    OTHER INFORMATION





Item 1.    Legal Proceedings





Information with respect to this item is incorporated by reference from Notes to Consolidated Financial Statements in Part 1 of this report.





Item 4.    Submission of Matters to a Vote of Security Holders





On May 22, 2002 the Annual Meeting of the Companys common stockholders was held. A summary of the proposals upon which a vote was taken and the results of the voting were as follows (the votes
were adjusted to reflect the 5-for-4 stock split effective June 20, 2002):


Number of Shares VotedProposals

For

Withheld1)  Election of DirectorsRobert J. Clark

25,543,746

77,440Jay W. Decker

21,992,761

3,628,425Thomas J. Edelman

22,070,991

3,550,195Elizabeth K. Lanier

25,543,746

77,440Alexander P. Lynch

25,543,746

77,440Paul M. Rady

25,563,121

58,065





Item 6.    Exhibits and Reports on Form 8-K





(a)  ExhibitsNone





(b)  The Company filed a current report on Form 8-K on May 23, 2002 to announce that its Board of Directors had approved a 25% stock dividend to be paid on June 20, 2002 to
stockholders of record at the close of business on June 10, 2002 (effected in the form of a 5-for-4 split).




31




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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 thereunto duly
authorized.





PATINA OIL & GAS CORPORATIONBY

/S/    DAVID J. KORNDERDavid J. Kornder, Executive Vice President andChief Financial Officer





October 4, 2002




32




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I, Thomas J. Edelman, certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q / A of Patina Oil & Gas Corporation;
| | -- |  | ---------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: October 4, 2002


/S/    THOMAS J. EDELMANThomas J. Edelman, Chief Executive Officer








I David J. Kornder, certify that:





| | 1. |  | I have reviewed this quarterly report on Form 10-Q / A of Patina Oil & Gas Corporation;
| | -- |  | ---------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: October 4, 2002


/S/    DAVID J. KORNDERDavid J. Kornder, Chief Financial Officer




33