|
FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2002PDF VersionSECURITIES AND EXCHANGE COMMISSION
|
| 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) |
| 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 |
| 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' EquitySee accompanying notes to consolidated financial statements.
| 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.
(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 Principle2,933,350 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 Principle1,947,006 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.
| 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.
(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.
(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 |
Shares | Per Share Amount |
Net |
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 |
Shares | Per Share Amount |
Net |
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
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.
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
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 $ 2 January 2003 - March 2003 Collar Contracts 90 $ 21.00 $ &