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FORM 10-Q FOR QUARTER ENDED MARCH 31, 2004


PDF Version

UNITED STATES
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, 2004


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
(Address of principal executive offices) (Zip Code)



(281) 874-2700
(Registrant's telephone number, including area code)

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 27,712,536 Shares
($.01 Par Value) (Outstanding at April 30, 2004)
(Class of Stock)
 

 

SWIFT ENERGY COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED March 31, 2004
INDEX

 

PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets
- March 31, 2004 and December 31, 2003
3
Consolidated Statements of Income
- For the Three-month periods ended March 31, 2004 and 2003
5
Consolidated Statements of Stockholders' Equity
- For the Three-month period ended March 31, 2004 and year ended December 31, 2003
6
Consolidated Statements of Cash Flows
- For the Three-month periods ended March 31, 2004 and 2003
7
Notes to Consolidated Financial Statements 8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk  25
ITEM 4. Controls and Procedures  26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 27
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information 27
Item 6. Exhibit Index and Reports on Form 8-K 27
SIGNATURES 28
CERTIFICATIONS 29



SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

March 31, 2004 December 31, 2003


ASSETS
Current Assets:
  Cash and cash equivalents $ 4,398,581 $ 1,066,280
   Accounts receivable --
      Oil and gas sales 27,201,434 26,082,650
      Joint interest owners 1,942,313 1,350,707
   Other current assets 6,959,951 4,957,647
---------------------- ----------------------
         Total Current Assets 40,502,279 33,457,284
---------------------- ----------------------
Property and Equipment:
   Oil and gas, using full-cost accounting
      Proved properties being amortized 1,341,732,893 1,305,763,355
      Unproved properties not being amortized 67,625,981 67,557,969
---------------------- ----------------------
1,409,358,874 1,373,321,324
   Furniture, fixtures and other equipment 10,936,689 10,602,786
---------------------- ----------------------
1,420,295,563 1,383,924,110
   Less--Accumulated depreciation, depletion,
       and amortization (585,839,389) (567,464,334)
---------------------- ----------------------
834,456,174 816,459,776
---------------------- ----------------------
Other Assets:
   Deferred income taxes 3,663,957 1,905,909
   Debt issuance costs 7,746,868 8,015,575
---------------------- ----------------------
11,410,825 9,921,484
---------------------- ----------------------
$886,369,278 $859,838,544
=========== ===========


Liabilities and Stockholders' Equity

See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS

 

March 31, 2004 December 31, 2003


Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable and accrued liabilities $ 16,434,311 $ 25,450,477
   Accrued capital costs 22,725,804 29,417,542
   Accrued interest 10,072,226 8,748,656
   Undistributed oil and gas revenues 6,639,926 4,939,667
---------------------- ----------------------
      Total Current Liabilities 55,872,267 68,556,342
---------------------- ----------------------
Long-Term Debt 356,876,926

340,254,783

Deferred Income Taxes 49,425,159

43,498,682

Asset Retirement Obligation 10,367,979

10,137,473

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,
      28,102,324 and 28,011,109 shares issued, and 27,621,456
      and 27,484,091 shares outstanding, respectively 281,023

280,111

   Additional paid-in capital 336,050,367

334,865,204

   Treasury stock held, at cost, 480,868 and 527,018 shares, respectively (6,896,245)

(7,558,093)

   Retained earnings 84,661,238 70,073,384
   Other comprehensive loss, net of taxes (269,436) (269,342)
-------------- ----------------------
413,826,947 397,391,264
-------------- ----------------------
$886,369,278 $859,838,544
========== ==========



See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF INCOME

 

Three months ended

03/31/04 03/31/03
---------------- ----------------
Revenues:
    Oil and gas sales $      65,953,770 $      54,850,299
    Price-risk management and other, net (598,040) (1,350,306)
---------------- ----------------
65,355,730 53,499,993
---------------- ----------------
Costs and Expenses:
    General and administrative, net 4,029,674 3,556,548
    Depreciation, depletion, and amortization 18,295,684 14,911,763
    Accretion of asset retirement obligation 170,476 215,383
    Lease operating costs 9,625,980 7,313,104
    Severance and other taxes 6,246,559 4,594,549
    Interest expense, net 6,901,175 6,684,902
---------------- ----------------
45,269,548 37,276,249
---------------- ----------------
Income Before Income Taxes and Cumulative Effect
        of Change in Accounting Principle
20,086,182 16,223,744
Provision for Income Taxes 5,498,328 5,738,807
---------------- ----------------
Income Before Cumulative Effect of Change 
        in Accounting Principle
14,587,854 10,484,937
Cumulative Effect of Change in Accounting Principle
        (net of taxes)
--- 4,376,852
---------------- ----------------
Net Income $     14,587,854 $     6,108,085
=========== ===========
Per Share Amounts-
    Basic:  Income Before Cumulative Effect of Change
                 in Accounting Principle

$               0.53 $               0.38
                 Cumulative Effect of Change
                 in Accounting Principle
             ---              (0.16)
---------------- ----------------
                 Net Income $               0.53 $               0.22
=========== ===========
    Diluted:  Income Before Cumulative Effect of Change
                 in Accounting Principle
$               0.52 $               0.38
                 Cumulative Effect of Change
                 in Accounting Principle
             ---              (0.16)
---------------- ----------------
                 Net Income $               0.52 $               0.22
=========== ===========
Weighted Average Shares Outstanding 27,552,827 27,243,142
=========== ===========



See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

Accumu-
lated
Additional Other Com-
Common Paid-In Treasury Retained prehensive
Stock (1) Capital Stock Earnings Loss Total
------------- --------------- ------------ ----------------- ----------------- ---------------
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) 1 (408,178) 1,191,829 -- -- 783,652
   Stock options exercised (142,807 shares) 1,428 1,315,964 -- -- -- 1,317,392
   Employee stock purchase plan (56,574 shares) 566 413,947 -- -- -- 414,513
Comprehensive income:
   Net income -- -- -- 29,893,812 -- 29,893,812
   Change in fair value of cash flow hedges,
     net of income tax -- -- -- -- (91,289) (91,289)
---------------
      Total comprehensive income -- -- -- -- -- 29,802,523
------------- --------------- ------------ ----------------- ----------------- ---------------
Balance, December 31, 2003 $ 280,111 $ 334,865,204 $(7,558,093) $70,073,384 $(269,342) $ 397,391,264
========= ========= ========= ========== ========== =========
   Stock issued for benefit plans (46,150 shares) -- 166,298 661,848 -- -- 828,146
   Stock options exercised (91,215 shares) 912 1,018,865 -- -- -- 1,019,777
Comprehensive income:
   Net income  -- -- -- 14,587,854 -- 14,587,854
   Change in fair value of cash flow hedges,
     net of income tax  -- -- -- -- (94) (94)
---------------
      Total comprehensive income -- -- -- -- -- 14,587,760
------------- --------------- ------------ ----------------- ----------------- ---------------
Balance, March 31, 2004 $ 281,023 $ 336,050,367 $(6,896,245) $84,661,238 $(269,436) $ 413,826,947
========= ========= ========= ========== ========== =========


(1) $.01 Par Value


See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Period Ended March 31,            

2004 2003
----------------- -----------------
Cash Flows From Operating Activities:
   Net income $ 14,587,854 $ 6,108,085
   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 18,295,684 14,911,763
   Accretion of asset retirement obligation 170,476 215,383
   Deferred income taxes 5,434,312 5,738,807
   Other 274,125 291,780
   Change in assets and liabilities -
      Increase in accounts receivable (2,021,976) (7,076,900)
      Increase in accounts payable and accrued liabilities 1,531,695 747,167
      Increase in accrued interest 1,323,570 1,485,861
----------------- -----------------
         Net Cash Provided by Operating Activities 39,595,740 26,798,798
----------------- -----------------
Cash Flows From Investing Activities:
   Additions to property and equipment (45,149,834) (26,335,122)
   Proceeds from the sale of property and equipment 23,255 551,263
   Net cash distributed as operator of oil and gas
      properties (8,707,560) (5,889,986)
   Net cash received (distributed) as operator of partnerships
      and joint ventures 105,566 (286,935)
   Other (934) (35,839)
----------------- -----------------
         Net Cash Used in Investing Activities (53,729,507) (31,996,619)
----------------- -----------------
Cash Flows From Financing Activities:
   Net proceeds from bank borrowings 16,600,000 5,700,000
   Net proceeds from issuances of common stock 866,068 ---
----------------- -----------------
         Net Cash Provided by Financing Activities 17,466,068 5,700,000
----------------- -----------------
Net Increase in Cash and Cash Equivalents 3,332,301 502,179
Cash and Cash Equivalents at Beginning of Period 1,066,280 3,816,107
----------------- -----------------
Cash and Cash Equivalents at End of Period $4,398,581 $4,318,286
========== ==========
Supplemental disclosures of cash flows information:
Cash paid during period for interest, net of amounts capitalized $    5,300,358 $    4,939,154
Cash paid during period for income taxes $               --- $               ---


See accompanying notes to condensed consolidated financial statements.


SWIFT ENERGY COMPANY
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 consolidated balance sheet at December 31, 2003 and consolidated statement of stockholders’ equity for the year ended December 31, 2003, 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. Certain reclassifications have been made to prior period financial information to conform to the current period presentation. 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. For the three months ended March 31, 2004 and 2003, such internal costs capitalized totaled $2.9 million and $3.0 million, respectively. Interest costs are also capitalized to unproved oil and gas properties. For the three months ended March 31, 2004 and 2003, capitalized interest on our unproved properties totaled $1.6 million and $1.8 million, respectively. 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. Internal costs associated with selling properties are expensed as incurred.

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 —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 at the beginning of the period. 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.

Geological and geophysical (G&G) costs incurred on developed properties are recorded in Proved Property and therefore subject to amortization. In exploration areas, G&G costs are capitalized in Unproved Property and evaluated as part of the total capitalized costs associated with a prospect.

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, and excluding the asset retirement obligation liability is limited to the sum of the estimated future net revenues from proved properties, excluding cash outflows from asset retirement obligations, using period-end prices, adjusted for the effects of hedging, discounted at 10%, and the lower of cost or fair value of unproved properties, adjusted for related income tax effects (“Ceiling Test”). Our hedges at March 31, 2004 consisted of natural gas price floors with strike prices lower than the period end price and thus did not affect prices used in this calculation. 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.

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Swift Energy Company and our wholly owned subsidiaries, which are engaged in the exploration, development, acquisition, and operation of oil and natural gas properties, with a focus on onshore and inland waters oil and natural gas reserves in Texas and Louisiana, as well as onshore oil and natural gas reserves in New Zealand. Our investments in affiliated oil and gas partnerships and other ventures are accounted for using the proportionate consolidation method, whereby our proportionate share of each entity’s assets, liabilities, revenues, and expenses are included in the appropriate classifications in the consolidated financial statements. Intercompany balances and transactions have been eliminated in preparing the consolidated financial statements.

Accounts Receivable

 

Included in the total “Accounts receivable” balance, which totaled $29.1 million and $27.4 million at March 31, 2004 and December 31, 2003, respectively, on the accompanying consolidated balance sheet, is approximately $2.3 million of receivables related to hydrocarbon volumes produced during 2001 and 2002 that have been disputed since early 2003. Accordingly, we did not record a receivable with regard to 2003 volumes. We continually assess the collectibility of trade and other receivables, and based on our judgment, we establish a reserve when we believe a receivable may not be collected. At both March 31, 2004 and December 31, 2003, we had an allowance for doubtful accounts of $0.8 million. These allowances for doubtful accounts have been deducted from the total “Accounts receivable” balances on the accompanying consolidated balance sheets.

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. Significant estimates include proved reserve volumes, DD&A, and deferred income taxes.

Income Taxes

 

Income tax expense in the first quarter of 2004 includes a reduction from the U.S. statutory rate, primarily from the result of the currency exchange rate effect on the New Zealand deferred tax, along with a reduction in tax expense primarily attributable to an adjustment of the tax basis of the TAWN properties acquired in 2002.

Earnings Per Share

 

Basic earnings per share (“Basic EPS”) have 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 assume, as of the beginning of the period, exercise of stock options using the treasury stock method. Certain of our stock options that would potentially dilute Basic EPS in the future were antidilutive for the three months ended March 31, 2004 and 2003. 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, 2004 and 2003:

Three Months Ended March 31,

2004

2003



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
$14,587,854 27,552,827 $.53 $10,484,937 27,243,142 $.38
  Stock Options --- 546,460 --- 66,734
----------------- ------------ ----------------- ------------
Diluted EPS:
Net Income Before Cumulative Effect
    of Change in Accounting Principle
    and Assumed Share Conversions
$14,587,854 28,099,287 $.52 $10,484,937 27,309,876 $.38
========= ======== ======== ========

 

Options to purchase approximately 3.2 million shares of common stock, at an average exercise price of $16.58 were outstanding at March 31, 2004, and 3.0 million shares of common stock, at an average price of $16.59 were outstanding at March 31, 2003. Approximately 0.9 million and 1.7 million options to purchase shares were not included in the computation of Diluted EPS for the three-month periods ended March 31, 2004 and 2003, respectively, because the options were antidilutive, given that 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. At March 31, 2004, we recorded $269,436, net of taxes of $151,558, of derivative losses in “Other comprehensive loss” on the accompanying balance sheet. The components of accumulated other comprehensive loss and related tax effects for the three-month period ended March 31, 2004 were as follows:

 

Gross Value

Tax Effect

Net of Tax Value

Balance at December 31, 2003

$  420,847

$ 151,505

$  269,342

Change in fair value of cash flow hedges

634,987

228,595

406,392

Effect of cash flow hedges settled during the period

(634,840)

(228,542)

(406,298)

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

Balance at March 31, 2004

$  420,994

$ 151,558

$  269,436

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

 

For the three-month periods ended March 31, 2004 and 2003, total comprehensive income was $14.6 million and $6.0 million, respectively.

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; or in the case of the employee stock purchase plan, the purchase price is 85% of the lower of the closing price of our common stock as quoted on the New York Stock Exchange at the beginning or end of the plan year or a date during the year chosen by the participant. Had compensation expense for these plans been determined based on the fair value of the options 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,

2004

2003

Net Income:

As Reported

$14,587,854

$6,108,085

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

(1,022,306)

(981,942)

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

Pro Forma

$13,565,548

$5,126,143