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FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004NOTES TO CONSOLIDATED FINANCIAL STATEMENTS4. Long-Term Debt
Our long-term debt as of December 31, 2004 and 2003, is as
follows:
2004 2003 Bank Borrowings $7,500,000 $15,900,000 10-1/4% senior subordinated notes due 2009 --- 124,354,783 7-5/8% senior notes due 2011 150,000,000 --- 9-3/8% senior subordinated notes due 2012 200,000,000 200,000,000 Long-Term Debt $357,500,000 $340,254,783 Bank Borrowings. At December 31, 2004, we had $7.5 million in
outstanding borrowings under our $400.0 million credit facility with a
syndicate of ten banks that has a borrowing base of $250.0 million and
expires in October 2008. At December 31, 2003, we had $15.9 million in
outstanding borrowings under our credit facility. The interest rate is
either (a) the lead bank’s prime rate (5.25% at December 31, 2004) or
(b) the adjusted London Interbank Offered Rate (“LIBOR”) plus the
applicable margin depending on the level of outstanding debt. The
applicable margin is based on the ratio of the outstanding balance to
the last calculated borrowing base. All amounts borrowed at December 31,
2004 were at the bank’s prime rate. In June 2004, we increased,
renewed and extended this credit facility, increasing the facility to
$400 million from $300 million and extending its expiration to October
1, 2008 from October 1, 2005. The other terms of the credit facility,
such as the borrowing base amount and commitment amount, stayed largely
the same. The covenants related to this credit facility changed somewhat
with the extension of the facility and are discussed below. We incurred
$0.4 million of debt issuance costs related to the renewal of this
facility in 2004, which is included in “Debt issuance costs” on the
accompanying consolidated balance sheets and will be amortized to
interest expense over the life of the facility. The terms of our credit facility include, among other restrictions, a
limitation on the level of cash dividends (not to exceed $5.0 million in
any fiscal year), a remaining aggregate limitation on purchases of our
stock of $15.0 million, requirements as to maintenance of certain
minimum financial ratios (principally pertaining to adjusted working
capital ratios and EBITDAX), and limitations on incurring other debt or
repurchasing our 7-5/8% senior notes due 2011 or 9-3/8% senior
subordinated notes due 2012. Since inception, no cash dividends have
been declared on our common stock. We are currently in compliance with
the provisions of this agreement. The credit facility is secured by our
domestic oil and gas properties. We have also pledged 65% of the stock
in our two New Zealand subsidiaries as collateral for this credit
facility. The borrowing base is re-determined at least every six months
and was reconfirmed by our bank group at $250.0 million effective
November 1, 2004. We requested that the commitment amount with our bank
group be reduced to $150.0 million effective May 9, 2003. Under the
terms of the credit facility, we can increase this commitment amount
back to the total amount of the borrowing base at our discretion,
subject to the terms of the credit agreement. The next scheduled
borrowing base review is in May 2005. Interest expense on the credit facility, including commitment fees
and amortization of debt issuance costs, totaled $1.5 million in 2004,
$1.6 million in 2003, and $3.6 million in 2002. The amount of commitment
fees included in interest expense, net was $0.5 million in 2004 and $0.6
million in both 2003 and 2002. Senior Subordinated Notes Due 2009. These notes consisted of
$125.0 million of 10-1/4% senior subordinated notes due August 2009,
which were issued at 99.236% of the principal amount on August 4, 1999,
and were scheduled to mature on August 1, 2009. These notes were
unsecured senior subordinated obligations with interest payable
semiannually, on February 1 and August 1. In June 2004, we repurchased
$32.1 million of these notes pursuant to a tender offer. In July 2004,
we repurchased an additional $0.5 million of these notes, and as of
August 1, 2004, we redeemed the remaining $92.5 million in outstanding
notes. In 2004, we recorded a charge of $9.5 million related to the
repurchase of these notes, which is recorded in “Debt retirement costs”
on the accompanying consolidated statement of income. The costs were
comprised of approximately $6.5 million of premiums paid to repurchase
the notes, $2.2 million to write-off unamortized debt issuance costs,
$0.6 million to write-off unamortized debt discount, and approximately
$0.2 million of other costs. Interest expense on the 10-1/4% senior subordinated notes due 2009,
including amortization of debt issuance costs and discount, totaled $7.4
million in 2004 and $13.2 million in both 2003 and 2002. Senior Notes Due 2011. These notes consist of $150.0 million
of 7-5/8% senior notes due 2011, which were issued on June 23, 2004 at
100% of the principal amount and will mature on July 15, 2011. The notes
are senior unsecured obligations that rank equally with all of our
existing and future senior unsecured indebtedness, are effectively
subordinated to all our existing and future secured indebtedness to the
extent of the value of the collateral securing such indebtedness,
including borrowing under our bank credit facility, and rank senior to
all of our existing and future subordinated indebtedness. Interest on
these notes is payable semi-annually on January 15 and July 15, and
commenced on January 15, 2005. On or after July 15, 2008, we may redeem
some or all of the notes, with certain restrictions, at a redemption
price, plus accrued and unpaid interest, of 103.813% of principal,
declining to 100% in 2010 and thereafter. In addition, prior to July 15,
2007, we may redeem up to 35% of the notes with the net proceeds of
qualified offerings of our equity at a redemption price of 107.625% of
the principal amount of the notes, plus accrued and unpaid interest. We
incurred approximately $3.9 million of debt issuance costs related to
these notes, which is included in “Debt issuance costs” on the
accompanying consolidated balance sheets and will be amortized to
interest expense, net over the life of the notes using the effective
interest method. Upon certain changes in control of Swift Energy, each
holder of notes will have the right to require us to repurchase all or
any part of the notes at a purchase price in cash equal to 101% of the
principal amount, plus accrued and unpaid interest to the date of
purchase. The terms of these notes include, among other restrictions, a
limitation on how much of our own common stock we may repurchase. We are
currently in compliance with the provisions of the indenture governing
these senior notes. Interest expense on the 7-5/8% senior notes due 2011, including
amortization of debt issuance costs totaled $6.2 million in 2004. Senior Subordinated Notes Due 2012. These notes consist of
$200.0 million of 9-3/8% senior subordinated notes due May 2012, which
were issued on April 11, 2002, and will mature on May 1, 2012. The notes
are unsecured senior subordinated obligations and are subordinated in
right of payment to all our existing and future senior debt, including
our bank credit facility. Interest on these notes is payable
semiannually on May 1 and November 1, with the first interest payment on
November 1, 2002. On or after May 1, 2007, we may redeem these notes,
with certain restrictions, at a redemption price, plus accrued and
unpaid interest, of 104.688% of principal, declining to 100% in 2010. In
addition, prior to May 1, 2005, we may redeem up to 33.33% of these
notes with the net proceeds of qualified offerings of our equity at
109.375% of the principal amount of these notes, plus accrued and unpaid
interest. Upon certain changes in control of Swift Energy, each holder
of these notes will have the right to require us to repurchase the notes
at a purchase price in cash equal to 101% of the principal amount, plus
accrued and unpaid interest to the date of purchase. The terms of these
notes include, among other restrictions, a limitation on how much of our
own common stock we may repurchase. We are currently in compliance with
the provisions of the indenture governing these subordinated notes due
2012. Interest expense on the 9-3/8% senior subordinated notes due 2012,
including amortization of debt issuance costs totaled $19.2 million in
2004, $19.1 million in 2003 and $13.5 million in 2002. The aggregate maturities on our long-term debt are $0, $0, $0, $7.5
million, $0, and $350.0 million for 2005, 2006, 2007, 2008, 2009, and
thereafter, respectively. We have capitalized interest on our unproved properties in the amount
of $6.5 million, $6.8 million, and $7.0 million, in 2004, 2003, and
2002, respectively.
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This page was last updated on Friday, March 18, 2005 , at 02:24:43 PM . Copyright © 1994-2008 by Swift Energy Company. |
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