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FORM 10-Q FOR QUARTER ENDED MARCH 31, 2003PDF VersionSECURITIES AND EXCHANGE COMMISSION
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| 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) |
| 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 | |
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' EquitySee accompanying notes to condensed consolidated financial statements.
| 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.
(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.
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.
(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.
(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
IncomeShares Per Share
AmountNet
IncomeShares 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