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FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2002


PDF Version

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended September 30, 2002


Commission File Number 1-8754

SWIFT ENERGY COMPANY
(Exact Name of Registrant as Specified in its Charter)

TEXAS 74-2073055
(State of Incorporation) (I.R.S. Employer Identification No.)

 

16825 Northchase Dr., Suite 400
Houston, Texas 77060
(281) 874-2700
(Address and telephone number of principal executive offices)

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

Indicate the number of shares outstanding of each of the Registrant's classes of common stock,
as of the latest practicable date.

Common Stock 27,193,069 Shares
($.01 Par Value) (Outstanding at October 31, 2002)
(Class of Stock)
 

 

SWIFT ENERGY COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
INDEX

 

PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets
- September 30, 2002 and December 31, 2001
3
Consolidated Statements of Income
- For the Three-month and Nine-month periods ended September 30, 2002 and 2001
5
Consolidated Statements of Stockholders' Equity
- September 30, 2002 and December 31, 2001
6
Consolidated Statements of Cash Flows
- For the Nine-month periods ended September 30, 2002 and 2001
7
Notes to Consolidated Financial Statements 8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk  28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 2. Changes in Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other None
Item 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 31
CERTIFICATIONS 31



SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

September 30, December 31,
2002 2001


(Unaudited)
ASSETS
Current Assets:
   Cash and cash equivalents $ 1,713,949 $ 2,149,086
   Accounts receivable -
      Oil and gas sales 15,686,669 14,215,189
      Associated limited partnerships and joint ventures 6,232,143 6,259,604
      Joint interest owners 2,433,084 11,467,461
   Other current assets 5,136,262 2,661,640
------------------ ----------------------
Total Current Assets 31,202,107 36,752,980
------------------ ------------------
Property and Equipment:
   Oil and gas, using full-cost accounting
      Proved properties being amortized 1,115,684,232 974,698,428
      Unproved properties not being amortized 75,556,398 95,943,163
------------------ ----------------------
1,191,240,630 1,070,641,591
   Furniture, fixtures, and other equipment 9,316,998 8,706,414
------------------ ----------------------
1,200,557,628 1,079,348,005
   Less-Accumulated depreciation, depletion, ------------------
      and amortization (489,997,433) (448,139,334)
------------------ ----------------------
710,560,195 631,208,671
Other Assets:
   Deferred income taxes 2,886,507 ---
   Deferred charges 9,288,312 3,723,182
------------------ ----------------------
12,174,819 3,723,182
------------------ ----------------------
$ 753,937,121 $671,684,833
========== ==========


Liabilities and Stockholders' Equity

See accompanying notes to consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

September 30, December 31,
2002 2001


(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable and accrued liabilities $ 29,712,887 $ 38,884,380
   Payable to associated limited partnerships 18,396 26,573,490
   Undistributed oil and gas revenues 4,039,388 7,787,465
---------------------- ----------------------
      Total Current Liabilities 33,770,671 73,245,335
---------------------- ----------------------
Long-Term Debt 328,752,630 258,197,128
Deferred Income Taxes 29,909,411 27,589,650
Commitments and Contingencies
Stockholders' Equity:
   Preferred stock $.01 par value, 5,000,000 shares authorized,
      none outstanding --- ---
   Common stock, $.01 par value, 85,000,000 shares authorized,
      27,803,192 and 25,634,598 shares issued, and 27,193,069
      and 24,795,564 shares outstanding, respectively 278,032 256,346
   Additional paid-in capital 333,285,276 296,172,820
   Treasury stock held, at cost, 610,123 and 839,034 shares, respectively (8,749,922) (12,032,791)
   Retained earnings 36,807,253 28,256,345
   Other comprehensive loss, net of taxes (116,230) ---
-------------- ----------------------
361,504,409 312,652,720
-------------- ----------------------
$753,937,121 $ 671,684,833
========== ==========



See accompanying notes to consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF INCOME


(Unaudited)

Three months ended Nine months ended


09/30/02 09/30/01 09/30/02 09/30/01
------------------ ------------------ ------------------ ------------------
Revenues:
    Oil and gas sales $     36,592,329 $    39,346,270 $      101,536,512 $   153,154,895
    Fees from limited partnerships and joint ventures 5,830 19,196 59,953 212,184
    Interest income 158,664 15,935 190,957 39,788
    Gain on asset disposition --- --- 7,332,668 ---
    Price-risk management and other, net (186,014) 1,863,182 375,065 2,532,995
------------------ ------------------ ------------------ ----------------
36,570,809 41,244,583 109,495,155 155,939,862
------------------ ------------------ ------------------ ------------------
Costs and Expenses:
    General and administrative, net 2,497,413 2,099,533 7,368,989 5,991,518
    Depreciation, depletion, and amortization 13,487,437 14,857,858 41,789,711 42,963,556
    Oil and gas production 11,004,641 9,285,213 30,602,493 27,222,789
    Interest expense, net 6,647,968 3,394,416 16,607,651 9,232,406
------------------ ------------------ ------------------ ----------------
33,637,459 29,637,020 96,368,844 85,410,269
------------------ ------------------ ------------------ ------------------
Income Before Income Taxes and Cumulative Effect
        of Change in Accounting Principle
2,933,350 11,607,563 13,126,311 70,529,593
Provision for Income Taxes 986,344 4,187,473 4,575,403 25,416,904
------------------ ------------------ ------------------ ------------------
Income Before Cumulative Effect of Change 
        in Accounting Principle
1,947,006 7,420,090 8,550,908      45,112,689
Cumulative Effect of Change in Accounting Principle
        (net of taxes)
--- --- --- 392,868
------------------ ------------------ ------------------ ------------------
Net Income $     1,947,006 $     7,420,090 $     8,550,908 $     44,719,821
=========== =========== =========== ===========
Per Share Amounts-
    Basic:  Income Before Cumulative Effect of Change
                 in Accounting Principle

$               0.07 $               0.30 $               0.33 $               1.83
                 Cumulative Effect of Change
                 in Accounting Principle
              ---               ---              ---               (0.02)
------------------ ------------------ ------------------ ------------------
                 Net Income $               0.07 $               0.30 $               0.33 $               1.81
=========== =========== =========== ===========
    Diluted:  Income Before Cumulative Effect of Change
                 in Accounting Principle
$               0.07 $               0.29 $               0.32 $               1.77
                 Cumulative Effect of Change
                 in Accounting Principle
             ---              ---              ---               (0.02)
------------------ ------------------ ------------------ ------------------
                 Net Income $               0.07 $               0.29 $               0.32 $               1.75
=========== =========== =========== ===========
Weighted Average Shares Outstanding 26,889,186 24,760,352 26,112,382 24,716,411
=========== =========== =========== ===========



See accompanying notes to consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

Additional Other
Common Paid-In Treasury Retained Comprehensive
Stock (1) Capital Stock Earnings Loss Total






Balance, December 31, 2000 $ 254,521 $ 293,396,723 $(12,101,199) $ 50,604,110 $             --- $ 332,154,155
   Stock issued for benefit plans (11,945 shares) 72 354,973 68,408 --- --- 423,453
   Stock options exercised (152,915 shares)  1,529 1,942,634 --- --- --- 1,944,163
   Employee stock purchase plan (22,360 shares)  224 478,490 --- --- --- 478,714
Net income --- --- --- (22,347,765) --- (22,347,765)
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Balance, December 31, 2001 $ 256,346 $ 296,172,820 $(12,032,791) $ 28,256,345 $             --- $ 312,652,720
========= ========= ========= ========= ========= ==========
   Stock issued for benefit plans (37,709 shares) (2) 288 609,446 127,795 --- --- 737,529
   Stock options exercised (104,995 shares) (2) 1,050 956,732 --- --- --- 957,782
   Public stock offering (1,725,000 shares) (2) 17,250 30,465,809 --- --- --- 30,483,059
   Employee stock purchase plan (9,801 shares) (2) 98 122,343 --- --- --- 122,441
   Stock issued in acquisition (520,000 shares) (2) 3,000 4,958,126 3,155,074 --- --- 8,116,200
Net income (2) --- --- --- 8,550,908 --- 8,550,908
Changes in fair value of outstanding hedge
   positions, net of taxes of $65,380 (2) --- --- --- --- (116,230) (116,230)
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Balance, September 30, 2002 (2) $ 278,032 $333,285,276 $(8,749,922) $ 36,807,253 $(116,230) $ 361,504,409
========= ========= ========= ========= ========= =========


(1) $.01 Par Value
(2) Unaudited


See accompanying notes to consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)

Period Ended September 30,            

2002 2001
----------------- -----------------
Cash Flows From Operating Activities:
   Net income $ 8,550,908 $ 44,719,821
   Adjustments to reconcile net income to net cash provided
      by operating activities -
   Depreciation, depletion, and amortization 41,789,711 42,963,556
   Deferred income taxes 4,554,165 24,466,717
   Gain on asset disposition (7,332,668) ---
   Other 728,917 (440,079)
   Change in assets and liabilities -
      Decrease in accounts receivable 1,263,553 13,248,588
      Increase (decrease) in accounts payable and accrued liabilities 5,539,810 (2,934,545)
      (Increase) decrease in income taxes receivable 600,000 (211,983)
----------------- -----------------
         Net Cash Provided by Operating Activities 55,694,396 121,812,075
----------------- -----------------
Cash Flows From Investing Activities:
   Additions to property and equipment (132,521,779) (217,959,614)
   Proceeds from the sale of property and equipment 11,525,547 2,939,521
   Net cash distributed as operator of oil and gas
      properties (4,247,012) (24,115,980)
   Net cash received (distributed) as operator
      of partnerships and joint ventures (26,527,633) 341,164
   Other 68,388 (80,074)
----------------- -----------------
         Net Cash Used in Investing Activities (151,702,489) (238,874,983)
----------------- -----------------
Cash Flows From Financing Activities:
   Proceeds from long-term debt 200,000,000 ---
   Net proceeds from (payments of) bank borrowings (129,500,000) 115,700,000
   Net proceeds from issuances of common stock 31,330,384 1,462,744
   Payments of debt issuance costs (6,257,428) ---
----------------- -----------------
         Net Cash Provided by Financing Activities 95,572,956 117,162,744
----------------- -----------------
Net Increase (decrease) in Cash and Cash Equivalents (435,137) 99,836
Cash and Cash Equivalents at Beginning of Period 2,149,086 1,986,932
----------------- -----------------
Cash and Cash Equivalents at End of Period $   1,713,949 $2,086,768
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during period for interest, net of amounts capitalized $    10,511,529 $       12,157,044
Cash paid during period for income taxes $          2,500 $            235,564
Non-cash investing activity:
Issuance of common stock in acquisition $    8,116,200 $                    ---


See accompanying notes to consolidated financial statements.


SWIFT ENERGY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001

(1) GENERAL INFORMATION

 

The consolidated financial statements included herein have been prepared by Swift Energy Company and are unaudited, except for the balance sheet at December 31, 2001, which has been prepared from the audited financial statements at that date. The financial statements reflect necessary adjustments, all of which were of a recurring nature, and are in the opinion of our management necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. We believe that the disclosures presented are adequate to allow the information presented not to be misleading. The consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the latest Form 10-K and Annual Report.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Oil and Gas Properties

 

We follow the “full cost” method of accounting for oil and gas property and equipment costs. Under this method of accounting, all productive and nonproductive costs incurred in the exploration, development and acquisition of oil and gas reserves are capitalized. Under the full-cost method of accounting, such costs may be incurred both prior to or after the acquisition of a property and include lease acquisitions, geological and geophysical services, drilling, completion, equipment, and certain general and administrative costs directly associated with acquisition, exploration, and development activities. Interest costs related to unproved properties are also capitalized to unproved oil and gas properties. Interest not capitalized and general and administrative costs related to production and general overhead are expensed as incurred.

No gains or losses are recognized upon the sale or disposition of oil and gas properties, except in transactions involving a significant amount of reserves. The proceeds from the sale of oil and gas properties are generally treated as a reduction of oil and gas property costs, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center.

Future development, site restoration, and dismantlement and abandonment costs, net of salvage values, are estimated property by property based on current economic conditions, and are amortized to expense as our capitalized oil and gas property costs are amortized. The vast majority of our properties are onshore, and the salvage value of the tangible equipment should offset our site restoration and dismantlement and abandonment costs.

We compute the provision for depreciation, depletion, and amortization of oil and gas properties by the unit-of-production method. Under this method, we compute the provision by multiplying the total unamortized costs of oil and gas properties-including future development, site restoration, and dismantlement and abandonment costs, net of salvage value, but excluding costs of unproved properties-by an overall rate determined by dividing the physical units of oil and gas produced during the period by the total estimated units of proved oil and gas reserves. This calculation is done on a country-by-country basis. All other equipment is depreciated by the straight-line method at rates based on the estimated useful lives of the property. Repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized.

The cost of unproved properties not being amortized is assessed quarterly, on a country-by-country basis, to determine whether such properties have been impaired. In determining whether such costs should be impaired, we evaluate, among other factors, current drilling results, lease expiration dates, current oil and gas industry conditions, international economic conditions, capital availability, foreign currency exchange rates, the political stability in the countries in which we have an investment, and available geological and geophysical information. Any impairment assessed is added to the cost of proved properties being amortized. To the extent costs accumulate in countries where there are no proved reserves, any costs determined by management to be impaired are charged to income.

Full Cost Ceiling Test. At the end of each quarterly reporting period, the unamortized cost of oil and gas properties, net of related deferred income taxes, is limited to the sum of the estimated future net revenues from proved properties using period-end prices, discounted at 10%, and the lower of cost or fair value of unproved properties, adjusted for related income tax effects (“Ceiling Test”). This calculation is done on a country-by-country basis for those countries with proved reserves.

The calculation of the Ceiling Test and provision for depreciation, depletion, and amortization is based on estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production, timing, and plan of development. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing, and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserves estimates are often different from the quantities of oil and gas that are ultimately recovered.

In the fourth quarter of 2001, as a result of low oil and gas prices at December 31, 2001, we reported a non-cash write-down on a before-tax basis of $98.9 million ($63.5 million after tax) on our domestic properties. We had no write-down on our New Zealand properties.

Given the volatility of oil and gas prices, it is reasonably possible that our estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline from the Company’s period-end prices used in the Ceiling Test, even if only for a short period, it is possible that additional write-downs of oil and gas properties could occur in the future.

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates.

Earnings Per Share

 

Basic earnings per share (“Basic EPS”) has been computed using the weighted average number of common shares outstanding during the respective periods. Diluted EPS for all periods also assumes, as of the beginning of the period, exercise of stock options using the treasury stock method. The following is a reconciliation of the numerators and denominators used in the calculation of Basic and Diluted EPS (before cumulative effect of change in accounting principle) for the three-month and nine-month periods ended September 30, 2002 and 2001:

Three Months Ended September 30,

2002

2001



Net
Income

Shares Per Share
Amount

Net
Income

Shares Per Share
Amount
---------- --------- -------- --------- --------- --------
Basic EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Share Amounts
$1,947,006 26,889,186 $.07 $7,420,090 24,760,352 $.30
  Stock Options --- 242,283 --- 699,759
---------------- ---------- ---------------- ----------
Diluted EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Assumed Share Conversions
$1,947,006 27,131,469 $.07 $7,420,090 25,460,111 $.29
======== ======== ========= ========

 

Nine Months Ended September 30,

2002

2001



Net
Income

Shares Per Share
Amount

Net
Income

Shares Per Share
Amount
---------- --------- -------- --------- --------- --------
Basic EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Share Amounts
$8,550,908 26,112,382 $.33 $45,112,689 24,716,411 $1.83
  Stock Options --- 368,786 --- 771,557
---------------- ---------- ---------------- ----------
Diluted EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Assumed Share Conversions
$8,550,908 26,481,168 $.32 $45,112,689 25,487,968 $1.77
======== ======== ========= ========

 

Options to purchase 2.8 million shares of common stock, at an average exercise price of $17.62 were outstanding at September 30, 2002. Approximately 1.4 million and 1.2 million options to purchase shares were not included in the computation of diluted EPS, for the three months and nine months ended September 30, 2002, respectively, because the option price was greater than the average closing market price of the common shares during those periods.

Price Risk Management Activities

 

Statement of Financial Accounting Standard (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be reported in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special hedge accounting for qualifying hedges would allow the gains and losses on derivatives to offset related results on the hedged item in the income statements and would require that a company formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

We have a risk management policy to use derivative instruments to protect against declines in oil and gas prices. Mainly, the purchase of protection price floors and collars. We adopted SFAS No. 133 effective January 1, 2001. Accordingly, we marked our open contracts at December 31, 2000 to fair value at that date resulting in a one-time net of taxes charge of $392,868, which was recorded as a Cumulative Effect of Change in Accounting Principle. During the first nine months of 2002 and 2001, we recognized net losses of $201,474 and net gains of $1,924,931 respectively, relating to our derivative activities. Approximately $162,727 of the losses recognized in 2002 were unrealized as the contracts were still open, while $775,056 of the gains recognized in the comparative 2001 period were unrealized. This activity is recorded in “Price Risk Management and Other, net” on the accompanying statements of income. At September 30, 2002 the Company had recorded $116,230, net of taxes of $65,380, of derivative losses in “Other comprehensive loss” on the accompanying balance sheet. This amount represents the change in fair value for the effective portion of our derivative transactions that were qualified as cash flow hedges. The Company expects to reclassify all amounts held in “Other comprehensive loss” into the income statement within the next six months.

As of September 30, 2002, the Company had entered into the commodity derivative instruments set forth in the table below as cash flow hedges of its Domestic Oil and Natural Gas production for the remainder of 2002 and part of 2003. When the Company entered into the following transactions they were designated as a hedge of the variability in cash flows associated with the forecasted sale of its oil and natural gas production. Changes in the fair value of a hedge that is highly effective, and is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are initially recorded in Other Comprehensive Income (Loss). When the hedged transactions are recorded upon the actual sale of oil and natural gas, then these gains or losses are transferred from Other Comprehensive Income (Loss) and recorded in Price-risk management and other, net on the statement of income. The fair value of these instruments is recognized on the balance sheet, in “Other current assets”, at September 30, 2002.

Crude Oil – Cash Flow Hedges              

Collars

          

-------------------------------

Period and Type of Contract Volume in Bbls (000s) Floors Weighted Average       Ceilings Weighted Average Price Floor Contracts Weighted Average September 30, 2002 Fair Value (000s)
October 2002 - December 2002
   Floor Contracts 195 $  21.00 $    
January 2003 - March 2003
   Collar Contracts 90 $ 21.00 $  &