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FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2005NOTES TO CONSOLIDATED FINANCIAL STATEMENTS4. Long-Term Debt
Our long-term debt as of December 31, 2005 and 2004, is as
follows:
2005 2004 Bank Borrowings 7-5/8% senior notes due 2011 150,000,000 9-3/8% senior subordinated notes due 2012 200,000,000 Long-Term Debt $350,000,000 Bank Borrowings. At December 31, 2005, we had no 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, 2004, we had $7.5 million in outstanding borrowings under
our credit facility. The interest rate is either (a) the lead bank’s
prime rate (7.25% at December 31, 2005) 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.
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, 2005. 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 2006. Interest expense on the credit facility, including commitment fees
and amortization of debt issuance costs, totaled $1.0 million in 2005,
$1.5 million in 2004, and $1.6 million in 2003. The amount of commitment
fees included in interest expense, net was $0.5 million in 2005 and
2004, and $0.6 million in 2003. Senior Subordinated Notes Due 2009. These notes consisted of
$125.0 million of 10-1/4% senior subordinated notes, 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 2003. Senior Notes Due 2011. These notes consist of $150.0 million of
7-5/8% senior notes, 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 $11.9 million in 2005 and
$6.2 million in 2004. Senior Subordinated Notes Due 2012. These notes consist of $200.0
million of 9-3/8% senior subordinated notes, 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 could have redeemed 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
both 2005 and 2004 and $19.1 million in 2003. The maturities on our long-term debt are $0 for 2006, 2007, 2008,
2009, 2010, and $350 million thereafter. We have capitalized interest on our unproved properties in the amount
of $7.2 million, $6.5 million, and $6.8 million, in 2005, 2004, and
2003, respectively.
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This page was last updated on Monday, March 13, 2006 , at 09:31:28 AM . Copyright © 1994-2008 by Swift Energy Company. |
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