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FORM 10-Q FOR QUARTER ENDED MARCH 31, 2003


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 March 31, 2003


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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

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 27,284,710 Shares
($.01 Par Value) (Outstanding at April 30, 2003)
(Class of Stock)
 

 

SWIFT ENERGY COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED March 31, 2003
INDEX

 

PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets
- March 31, 2003 and December 31, 2002
3
Consolidated Statements of Income
- For the Three-month periods ended March 31, 2003 and 2002
5
Consolidated Statements of Stockholders' Equity
- March 31, 2003 and December 31, 2002
6
Consolidated Statements of Cash Flows
- For the Three-month periods ended March 31, 2003 and 2002
7
Notes to Consolidated Financial Statements 8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk  23
ITEM 4. Controls and Procedures  24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
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 25
SIGNATURES 26
CERTIFICATIONS 26



SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

March 31, 2003 December 31, 2002


(Unaudited)
ASSETS
Current Assets:
  Cash and cash equivalents $ 4,318,286 $ 3,816,107
   Accounts receivable --
      Oil and gas sales 25,678,344 17,360,716
      Associated limited partnerships and joint ventures 387,773 191,964
      Joint interest owners 343,840 3,364,846
   Other current assets 6,342,388 5,034,566
---------------------- ----------------------
         Total Current Assets 37,070,631 29,768,199
---------------------- ----------------------
Property and Equipment:
   Oil and gas, using full-cost accounting
      Proved properties being amortized 1,178,749,844 1,150,633,802
      Unproved properties not being amortized 69,386,559 69,603,481
---------------------- ----------------------
1,248,136,403 1,220,237,283
   Furniture, fixtures and other equipment 9,870,932 9,595,944
---------------------- ----------------------
1,258,007,335 1,229,833,227
   Less--Accumulated depreciation, depletion,
       and amortization (519,199,697) (504,323,773)
---------------------- ----------------------
738,807,638 725,509,454
---------------------- ----------------------
Other Assets:
   Deferred income taxes 1,874,962 2,680,585
   Deferred charges 8,795,894 9,047,621
---------------------- ----------------------
10,670,856 11,728,206
---------------------- ----------------------
$786,549,125 $767,005,859
=========== ===========


Liabilities and Stockholders' Equity

See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

March 31, 2003 December 31, 2002


(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable and accrued liabilities $ 36,180,080 $ 43,028,708
   Payable to associated limited partnerships --- 91,126
   Undistributed oil and gas revenues 6,138,030 3,764,350
---------------------- ----------------------
      Total Current Liabilities 42,318,110 46,884,184
---------------------- ----------------------
Long-Term Debt 329,991,985 324,271,973
Deferred Income Taxes 33,197,744 30,776,518
Asset Retirement Obligation 9,185,546 ---
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,
      27,811,728 and 27,811,632 shares issued, and 27,284,710
      and 27,201,509 shares outstanding, respectively 278,117 278,116
   Additional paid-in capital 333,143,877 333,543,471
   Treasury stock held, at cost, 527,018 and 610,123 shares, respectively (7,558,093) (8,749,922)
   Retained earnings 46,287,657 40,179,572
   Other comprehensive loss, net of taxes (295,818) (178,053)
-------------- ----------------------
371,855,740 365,073,184
-------------- ----------------------
$786,549,125 $ 767,005,859
========== ==========



See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF INCOME


(Unaudited)

Three months ended

03/31/03 03/31/02
---------------- ----------------
Revenues:
    Oil and gas sales $      54,850,299 $      26,612,841
    Fees from limited partnerships and joint ventures 8,055 4,625
    Interest income 37,692 5,762
    Gain on asset disposition --- 7,332,668
    Price-risk management and other, net (1,396,053) 398,181
---------------- ----------------
53,499,993 34,354,077
---------------- ----------------
Costs and Expenses:
    General and administrative, net 3,556,548 2,274,027
    Depreciation, depletion, and amortization 14,911,763 13,960,764
    Accretion of asset retirement obligation 215,383 ---
    Oil and gas production 11,907,653 9,565,407
    Interest expense, net 6,684,902 3,879,804
---------------- ----------------
37,276,249 29,680,002
---------------- ----------------
Income Before Income Taxes and Cumulative Effect
        of Change in Accounting Principle
16,223,744 4,674,075
Provision for Income Taxes 5,738,807 1,654,265
---------------- ----------------
Income Before Cumulative Effect of Change 
        in Accounting Principle
10,484,937 3,019,810
Cumulative Effect of Change in Accounting Principle
        (net of taxes)
4,376,852 ---
---------------- ----------------
Net Income $     6,108,085 $     3,019,810
=========== ===========
Per Share Amounts-
    Basic:  Income Before Cumulative Effect of Change
                 in Accounting Principle

$               0.38 $               0.12
                 Cumulative Effect of Change
                 in Accounting Principle
             (0.16)               ---
---------------- ----------------
                 Net Income $               0.22 $               0.12
=========== ===========
    Diluted:  Income Before Cumulative Effect of Change
                 in Accounting Principle
$               0.38 $               0.12
                 Cumulative Effect of Change
                 in Accounting Principle
             (0.16)               ---
---------------- ----------------
                 Net Income $               0.22 $               0.12
=========== ===========
Weighted Average Shares Outstanding 27,243,142 24,881,604
=========== ===========



See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

Accumu-
lated
Additional Retained Other Com-
Common Paid-In Treasury Earnings prehensive
Stock (1) Capital Stock (Deficit) Loss Total
------------- --------------- ------------ ----------------- ----------------- ---------------
Balance, December 31, 2001 $ 256,346 $ 296,172,820 $(12,032,791) $28,256,345 $                  -- $ 312,652,720
   Stock issued for benefit plans (38,149 shares) 292 617,960 127,795 -- -- 746,047
   Stock options exercised (112,995 shares) 1,130 1,206,413 -- -- -- 1,207,543
   Public stock offering (1,725,000 shares) 17,250 30,465,809 -- -- -- 30,483,059
   Employee stock purchase plan (9,801 shares) 98 122,343 -- -- -- 122,441
   Stock issued in acquisitions (520,000 shares) 3,000 4,958,126 3,155,074 -- -- 8,116,200
Comprehensive income:
   Net income -- -- -- 11,923,227 -- 11,923,227
   Change in fair value of cash flow hedges,
     net of income tax -- -- -- -- (178,053) (178,053)
---------------
      Total comprehensive income -- -- -- -- -- 11,745,174
------------- --------------- ------------ ----------------- ----------------- ---------------
Balance, December 31, 2002 $ 278,116 $ 333,543,471 $(8,749,922) $40,179,572 $(178,053) $ 365,073,184
========= ========= ========= ========== ========== =========
   Stock issued for benefit plans (83,201 shares) (2) 1 (399,594) 1,191,829 -- -- 792,236
Comprehensive income:
   Net income (2) -- -- -- 6,108,085 -- 6,108,085
   Change in fair value of cash flow hedges,
     net of income tax (2) -- -- -- -- (117,765) (117,765)
---------------
      Total comprehensive income (2) -- -- -- -- -- 5,990,320
------------- --------------- ------------ ----------------- ----------------- ---------------
Balance, March 31, 2003 (2) $ 278,117 $ 333,143,877 $(7,558,093) $46,287,657 $(295,818) $ 371,855,740
========= ========= ========= ========== ========== =========


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


See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)

Period Ended March 31,            

2003 2002
----------------- -----------------
Cash Flows From Operating Activities:
   Net income $ 6,108,085 $ 3,019,810
   Adjustments to reconcile net income to net cash provided
      by operating activities -
   Cumulative effect of change in accounting principle 4,376,852 ---
   Depreciation, depletion, and amortization 14,911,763 13,960,764
   Accretion of asset retirement obligation 215,383 ---
   Deferred income taxes 5,738,807 1,653,112
   Gain on asset disposition --- (7,332,668)
   Other 291,780 161,479
   Change in assets and liabilities -
      (Increase) decrease in accounts receivable, excluding income taxes receivable (7,076,900) 117,972
      Increase (decrease) in accounts payable and accrued liabilities 2,233,028 (1,346,838)
      Decrease in income taxes receivable --- 600,000
----------------- -----------------
         Net Cash Provided by Operating Activities 26,798,798 10,833,631
----------------- -----------------
Cash Flows From Investing Activities:
   Additions to property and equipment (26,335,122) (83,041,243)
   Proceeds from the sale of property and equipment 551,263 7,522,775
   Net cash distributed as operator of oil and gas
      properties (5,889,986) (10,591,271)
   Net cash distributed as operator of partnerships
      and joint ventures (286,935) (23,089,369)
   Other (35,839) 33,082
----------------- -----------------
         Net Cash Used in Investing Activities (31,996,619) (109,166,026)
----------------- -----------------
Cash Flows From Financing Activities:
   Net proceeds from bank borrowings 5,700,000 97,000,000
   Net proceeds from issuances of common stock --- 346,908
   Payments of debt issuance costs --- (347,185)
----------------- -----------------
         Net Cash Provided by Financing Activities 5,700,000 96,999,723
----------------- -----------------
Net Increase (Decrease) in Cash and Cash Equivalents 502,179 (1,332,672)
Cash and Cash Equivalents at Beginning of Period 3,816,107 2,149,086
----------------- -----------------
Cash and Cash Equivalents at End of Period $4,318,286 $816,414
========== ==========
Supplemental disclosures of cash flows information:
Cash paid during period for interest, net of amounts capitalized $    4,939,154 $    6,934,950
Cash paid during period for income taxes $               --- $               ---
Non-cash investing activity:
Issuance of common stock in acquisitions $               --- $    4,204,200


See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002

(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, 2002, 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 and after the acquisition of a property and include lease acquisitions, geological and geophysical services, drilling, completion, and equipment. Internal costs incurred that are directly identified with exploration, development, and acquisition activities undertaken by us for our own account, and which are not related to production, general corporate overhead or similar activities, are also capitalized. 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 or where the proceeds from the sale of oil and gas properties would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center.

Future development costs 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.

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 (net of salvage value)—including future development costs, gas processing facilities and capitalized asset retirement obligations, 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. Furniture, fixtures and other equipment are 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 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 expense.

Full-Cost Ceiling Test. At the end of each quarterly reporting period, the unamortized cost of oil and gas properties, including gas processing facilities and capitalized asset retirement obligations, net of related salvage values and deferred income taxes, is limited to the sum of the estimated future net revenues from proved properties using unhedged 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.

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 our period-end prices used in the Ceiling Test, even if only for a short period, it is possible that additional non-cash 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 earnings per share (“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 periods ended March 31, 2003 and 2002:

Three Months Ended March 31,

2003

2002



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
$10,484,937 27,243,142 $.38 $3,019,810 24,881,604 $.12
  Stock Options --- 66,734 --- 465,061
----------------- ------------ ---------------- ------------
Diluted EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Assumed Share Conversions
$10,484,937 27,309,876 $.38 $3,019,810 25,346,665 $.12
========= ======== ======== ========

 

Options to purchase approximately 3.0 million shares of common stock, at an average exercise price of $16.59 were outstanding at March 31, 2003. Approximately 1.7 million options to purchase shares were not included in the computation of Diluted EPS, for the three months ended March 31, 2003, because the options were antidilutive as the option price was greater than the average closing market price of the common shares during those periods.

Other Comprehensive Loss

 

We follow the provisions of SFAS No. 130 “Reporting Comprehensive Income,” which establishes standards for reporting comprehensive income. In addition to net income, comprehensive income or loss includes all changes to equity during a period, except those resulting from investments and distributions to the owners of the Company. We had no such changes in the first quarter of 2002. The components of accumulated other comprehensive loss and related tax effects for the three months ended March 31, 2003 were as follows:

 

Gross Value

Tax Effect

Net of Tax Value

Balance at December 31, 2002

$    278,208

$ 100,155

$  178,053

Change in fair value of cash flow hedges

1,295,882

466,517

829,365

Effect of cash flow hedges settled during the period

(1,111,875)

(400,275)

(711,600)

Balance at March 31, 2003

$    462,215

$ 166,397

$  295,818

 

Stock Based Compensation

 

We account for three stock-based compensation plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. Had compensation expense for these plans been determined based on the fair value of the options using the Black-Scholes option pricing model, and consistent with SFAS No. 123, “Accounting for Stock-Based Compensation,” our net income and earnings per share would have been adjusted to the following pro forma amounts:

Three Months Ended March 31,

               2003

2002

Net Income:

As Reported

$6,108,085

$3,019,810

Stock-based employee compensation expense determined under fair value method for all awards, net of tax

(981,942)

(1,090,059)

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

Pro Forma

$5,126,143

$1,929,751

Basic EPS:

As Reported

$.22

$.12

Pro Forma

$.19

$.08

Diluted EPS:

As Reported

$.22

$.12