e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2006
Commission File Number 1-8754
SWIFT ENERGY COMPANY
(Exact Name of Registrant as Specified in its Charter)
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TEXAS
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20-3940661 |
(State of Incorporation)
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(I.R.S. Employer Identification No.) |
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16825 Northchase Drive, Suite 400 |
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Houston, Texas
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77060 |
(Address of principal executive offices)
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(Zip Code) |
(281) 874-2700
(Registrants 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, and (2)
has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the Issuers classes
of common stock, as of the latest practicable date.
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|
Common Stock
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29,240,768 Shares |
($.01 Par Value)
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(Outstanding at July 31, 2006) |
(Class of Stock) |
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SWIFT ENERGY COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
INDEX
2
Condensed Consolidated Balance Sheets
Swift Energy Company and Subsidiaries
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June 30, 2006 |
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December 31, 2005 |
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ASSETS |
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Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
72,073,575 |
|
|
$ |
53,004,562 |
|
Accounts receivable- |
|
|
|
|
|
|
|
|
Oil and gas sales |
|
|
54,316,805 |
|
|
|
45,518,260 |
|
Joint interest owners |
|
|
1,375,144 |
|
|
|
1,082,187 |
|
Other Receivables |
|
|
11,626,451 |
|
|
|
3,795,080 |
|
Deferred tax asset |
|
|
10,091,251 |
|
|
|
|
|
Other current assets |
|
|
17,980,159 |
|
|
|
11,655,046 |
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
167,463,385 |
|
|
|
115,055,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Property and Equipment: |
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|
|
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|
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Oil and gas, using full-cost accounting |
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|
|
|
|
|
|
|
Proved properties |
|
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1,881,432,276 |
|
|
|
1,731,866,298 |
|
Unproved properties |
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|
96,489,581 |
|
|
|
87,553,220 |
|
|
|
|
|
|
|
|
|
|
|
1,977,921,857 |
|
|
|
1,819,419,518 |
|
Furniture, fixtures, and other equipment |
|
|
24,580,227 |
|
|
|
15,313,277 |
|
|
|
|
|
|
|
|
|
|
|
2,002,502,084 |
|
|
|
1,834,732,795 |
|
Less Accumulated depreciation, depletion, and amortization |
|
|
(830,555,121 |
) |
|
|
(755,699,056 |
) |
|
|
|
|
|
|
|
|
|
|
1,171,946,963 |
|
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|
1,079,033,739 |
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|
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Other Assets: |
|
|
|
|
|
|
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Debt issuance costs |
|
|
7,434,390 |
|
|
|
8,026,780 |
|
Restricted assets |
|
|
2,221,507 |
|
|
|
2,296,968 |
|
|
|
|
|
|
|
|
|
|
|
9,655,897 |
|
|
|
10,323,748 |
|
|
|
|
|
|
|
|
|
|
$ |
1,349,066,245 |
|
|
$ |
1,204,412,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities: |
|
|
|
|
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|
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Accounts payable and accrued liabilities |
|
$ |
45,818,560 |
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|
$ |
51,973,004 |
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Accrued capital costs |
|
|
42,054,613 |
|
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|
30,073,728 |
|
Accrued interest |
|
|
8,506,805 |
|
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|
8,508,196 |
|
Undistributed oil and gas revenues |
|
|
9,400,634 |
|
|
|
7,866,086 |
|
|
|
|
|
|
|
|
Total Current Liabilities |
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|
105,780,612 |
|
|
|
98,421,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Long-Term Debt |
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|
350,000,000 |
|
|
|
350,000,000 |
|
Deferred Income Taxes |
|
|
178,888,868 |
|
|
|
129,306,891 |
|
Asset Retirement Obligation |
|
|
19,811,717 |
|
|
|
19,095,368 |
|
Lease Incentive Obligation |
|
|
1,847,490 |
|
|
|
271,182 |
|
|
|
|
|
|
|
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Commitments and Contingencies |
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Stockholders Equity: |
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|
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Preferred stock, $.01 par value, 5,000,000 shares authorized, none outstanding |
|
|
|
|
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|
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Common stock, $.01 par value, 85,000,000 shares authorized, 29,649,138
and 29,458,974 shares issued, and 29,222,052 and 29,009,530 shares
outstanding, respectively |
|
|
296,491 |
|
|
|
294,590 |
|
Additional paid-in capital |
|
|
369,191,727 |
|
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|
365,085,695 |
|
Treasury stock held, at cost, 427,086 and 449,444 shares, respectively |
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(6,124,944 |
) |
|
|
(6,445,586 |
) |
Unearned compensation |
|
|
|
|
|
|
(5,849,820 |
) |
Retained earnings |
|
|
329,785,711 |
|
|
|
254,302,757 |
|
Accumulated other comprehensive loss, net of income tax |
|
|
(411,427 |
) |
|
|
(69,469 |
) |
|
|
|
|
|
|
|
|
|
|
692,737,558 |
|
|
|
607,318,167 |
|
|
|
|
|
|
|
|
|
|
$ |
1,349,066,245 |
|
|
$ |
1,204,412,622 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Statements of Income
Swift Energy Company and Subsidiaries
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|
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Three Months Ended |
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Six Months Ended |
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|
06/30/06 |
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06/30/05 |
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06/30/06 |
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|
06/30/05 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Oil and gas sales |
|
$ |
144,993,977 |
|
|
$ |
104,922,400 |
|
|
$ |
279,946,970 |
|
|
$ |
200,443,733 |
|
Price-risk management and other, net |
|
|
2,183,269 |
|
|
|
(622,475 |
) |
|
|
3,399,207 |
|
|
|
(523,124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,177,246 |
|
|
|
104,299,925 |
|
|
|
283,346,177 |
|
|
|
199,920,609 |
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|
|
|
|
|
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|
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|
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Costs and Expenses: |
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|
|
|
|
|
|
|
|
|
|
|
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|
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General and administrative, net |
|
|
7,618,054 |
|
|
|
4,995,887 |
|
|
|
15,304,963 |
|
|
|
9,870,195 |
|
Depreciation, depletion and amortization |
|
|
38,877,234 |
|
|
|
28,777,631 |
|
|
|
74,283,731 |
|
|
|
52,983,009 |
|
Accretion of asset retirement obligation |
|
|
202,752 |
|
|
|
187,495 |
|
|
|
494,267 |
|
|
|
374,002 |
|
Lease operating costs |
|
|
18,523,049 |
|
|
|
11,565,223 |
|
|
|
32,917,538 |
|
|
|
22,614,005 |
|
Severance and other taxes |
|
|
15,967,270 |
|
|
|
10,708,754 |
|
|
|
30,720,876 |
|
|
|
19,911,835 |
|
Interest expense, net |
|
|
5,799,187 |
|
|
|
6,286,894 |
|
|
|
11,660,106 |
|
|
|
12,630,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,987,546 |
|
|
|
62,521,884 |
|
|
|
165,381,481 |
|
|
|
118,383,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
60,189,700 |
|
|
|
41,778,041 |
|
|
|
117,964,696 |
|
|
|
81,536,660 |
|
Provision for Income Taxes |
|
|
22,021,252 |
|
|
|
13,896,383 |
|
|
|
42,481,742 |
|
|
|
27,965,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
38,168,448 |
|
|
$ |
27,881,658 |
|
|
$ |
75,482,954 |
|
|
$ |
53,570,810 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Per Share Amounts |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Basic: Net Income |
|
$ |
1.31 |
|
|
$ |
0.98 |
|
|
$ |
2.59 |
|
|
$ |
1.90 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: Net Income |
|
$ |
1.27 |
|
|
$ |
0.96 |
|
|
$ |
2.52 |
|
|
$ |
1.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
|
29,160,123 |
|
|
|
28,376,518 |
|
|
|
29,115,944 |
|
|
|
28,268,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statements of Stockholders Equity
Swift Energy Company and Subsidiaries
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|
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|
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|
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|
Additional |
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|
|
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Other |
|
|
|
|
|
|
Common |
|
|
Paid-In |
|
|
Treasury |
|
|
Unearned |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
Stock(1) |
|
|
Capital |
|
|
Stock |
|
|
Compensation |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Total |
|
Balance, December 31, 2004 |
|
$ |
285,706 |
|
|
$ |
343,536,298 |
|
|
$ |
(6,896,245 |
) |
|
$ |
(1,728,585 |
) |
|
$ |
138,524,301 |
|
|
$ |
450,665 |
|
|
$ |
474,172,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for benefit plans
(31,424 shares) |
|
|
|
|
|
|
435,134 |
|
|
|
450,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
885,793 |
|
Stock options exercised
(840,847 shares) |
|
|
8,409 |
|
|
|
9,804,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,812,964 |
|
Tax benefits from exercise of stock options |
|
|
|
|
|
|
4,366,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,366,236 |
|
Employee stock purchase plan
(32,495 shares) |
|
|
325 |
|
|
|
642,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
642,679 |
|
Issuance of restricted stock
(15,000 shares) |
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
Grants of restricted stock
(158,500 shares) |
|
|
|
|
|
|
6,668,608 |
|
|
|
|
|
|
|
(6,072,008 |
) |
|
|
|
|
|
|
|
|
|
|
596,600 |
|
Forfeitures of restricted stock |
|
|
|
|
|
|
(367,490 |
) |
|
|
|
|
|
|
367,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of restricted stock compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,583,283 |
|
|
|
|
|
|
|
|
|
|
|
1,583,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,778,456 |
|
|
|
|
|
|
|
115,778,456 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(520,134 |
) |
|
|
(520,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,258,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
$ |
294,590 |
|
|
$ |
365,085,695 |
|
|
$ |
(6,445,586 |
) |
|
$ |
(5,849,820 |
) |
|
$ |
254,302,757 |
|
|
$ |
(69,469 |
) |
|
$ |
607,318,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for benefit plans
(22,358 shares) |
|
|
|
|
|
|
714,049 |
|
|
|
320,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,034,691 |
|
Stock options exercised
(147,360 shares) |
|
|
1,473 |
|
|
|
2,407,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,409,413 |
|
Adoption of SFAS No. 123R |
|
|
|
|
|
|
(5,875,280 |
) |
|
|
|
|
|
|
5,849,820 |
|
|
|
|
|
|
|
|
|
|
|
(25,460 |
) |
Excess tax benefits from stock-based awards |
|
|
|
|
|
|
1,407,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,407,367 |
|
Employee stock purchase plan
(22,028 shares) |
|
|
220 |
|
|
|
671,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671,330 |
|
Issuance of restricted stock
(20,776 shares) |
|
|
208 |
|
|
|
(208 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock compensation |
|
|
|
|
|
|
4,781,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,781,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,482,954 |
|
|
|
|
|
|
|
75,482,954 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(341,958 |
) |
|
|
(341,958 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,140,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2006 |
|
$ |
296,491 |
|
|
$ |
369,191,727 |
|
|
$ |
(6,124,944 |
) |
|
$ |
|
|
|
$ |
329,785,711 |
|
|
$ |
(411,427 |
) |
|
$ |
692,737,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) $.01 Par Value
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows
Swift Energy Company and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
75,482,954 |
|
|
$ |
53,570,810 |
|
Adjustments to reconcile net income to net cash provided
by operating activities- |
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization |
|
|
74,283,731 |
|
|
|
52,983,009 |
|
Accretion of asset retirement obligation |
|
|
494,267 |
|
|
|
374,002 |
|
Deferred income taxes |
|
|
41,098,065 |
|
|
|
27,565,850 |
|
Stock-based compensation expense |
|
|
3,241,254 |
|
|
|
407,872 |
|
Other |
|
|
(2,817,045 |
) |
|
|
(378,632 |
) |
Change in assets and liabilities- |
|
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(9,091,502 |
) |
|
|
(4,738,848 |
) |
Increase in accounts payable and accrued liabilities |
|
|
516,464 |
|
|
|
113,433 |
|
Increase in income taxes payable |
|
|
548,676 |
|
|
|
88,684 |
|
Decrease in accrued interest |
|
|
(1,391 |
) |
|
|
(702,449 |
) |
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities |
|
|
183,755,473 |
|
|
|
129,283,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(183,855,738 |
) |
|
|
(101,766,582 |
) |
Proceeds from the sale of property and equipment |
|
|
20,305,525 |
|
|
|
2,339,634 |
|
Net cash distributed as operator of oil and gas properties |
|
|
(5,910,556 |
) |
|
|
(3,840,937 |
) |
Net cash received as operator of partnerships
and joint ventures |
|
|
225,520 |
|
|
|
243,286 |
|
Other |
|
|
572,334 |
|
|
|
50,105 |
|
|
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
|
(168,662,915 |
) |
|
|
(102,974,494 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Payments of bank borrowings |
|
|
|
|
|
|
(7,500,000 |
) |
Net proceeds from issuances of common stock |
|
|
3,080,743 |
|
|
|
3,998,935 |
|
Excess tax benefits from stock-based awards |
|
|
895,712 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Financing Activities |
|
|
3,976,455 |
|
|
|
(3,501,065 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents |
|
$ |
19,069,013 |
|
|
$ |
22,808,172 |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period |
|
|
53,004,562 |
|
|
|
4,920,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
72,073,575 |
|
|
$ |
27,728,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flows Information: |
|
|
|
|
|
|
|
|
Cash paid during period for interest, net of amounts capitalized |
|
$ |
11,078,838 |
|
|
$ |
12,798,576 |
|
Cash paid during period for income taxes |
|
$ |
835,000 |
|
|
$ |
400,000 |
|
See accompanying notes to condensed consolidated financial statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SWIFT ENERGY COMPANY AND SUBSIDIARIES
(1) General Information
The condensed consolidated financial statements included herein have been prepared by
Swift Energy Company and 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 condensed consolidated financial statements should be read in conjunction with
the audited financial statements and the notes thereto included in the latest Annual Report on
Form 10-K as filed with the Securities and Exchange Commission.
(2) Summary of Significant Accounting Policies
Holding Company Structure
In December 2005, we implemented a holding company structure pursuant to Texas and federal
law in a manner designed to be a non-taxable transaction. The new parent holding company
assumed the Swift Energy Company name and its common stock continues to trade on the New York
and NYSE Arca (formerly the Pacific Stock Exchange) Exchanges. The purposes of this new holding
company structure are to separate Swift Energys domestic and international operations to
better reflect management practices, to improve our economics, and to provide greater
administrative and organizational flexibility. Under the new organizational structure, four new
subsidiaries were formed with the Texas parent holding company wholly owning three Delaware
subsidiaries, which in turn wholly own Swift Energys operating subsidiaries. Swift Energy
Operating, LLC is the operator of record for Swift Energys domestic properties. Swift Energys
name, charter, bylaws, officers, board of directors, authorized shares and shares outstanding
remain substantially identical. The Companys international operations continue to be conducted
through Swift Energy International, Inc. Swift Energy amended its bank credit agreement, debt
indentures and various other plans and documents to accommodate the internal reorganization,
but the Companys day-to-day conduct of business was not impacted. Accordingly, there was no
impact on our financial position or results of operations.
Property and Equipment
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. 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
six months ended June 30, 2006 and 2005, such internal costs capitalized totaled $12.6 million
and $8.8 million, respectively. Interest costs are also capitalized to unproved oil and gas
properties. For the six months ended June 30, 2006 and 2005, capitalized interest on unproved
properties totaled $4.3 million and $3.5 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
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
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 propertiesincluding future development
costs, gas processing facilities, and both capitalized asset retirement obligations and
undiscounted abandonment costs of wells to be drilled, net of salvage values, but excluding
costs of unproved propertiesby 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, and the period over which we will amortize these properties is dependent on our
production from these properties in future years. Furniture, fixtures, and other equipment,
held at cost, are depreciated by the straight-line method at rates based on the estimated
useful lives of the property, which range between three and 20 years. 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 properties and therefore subject to amortization. G&G costs incurred that are
directly associated with specific unproved properties are capitalized in Unproved properties
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, capitalized asset retirement obligations, net
of related salvage values and deferred income taxes, and excluding the recognized asset
retirement obligation liability is limited to the sum of the estimated future net revenues from
proved properties, excluding cash outflows from recognized asset retirement obligations,
including future development and abandonment costs of wells to be drilled, 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 June 30, 2006 consisted of crude oil price floors with strike prices lower than the
period end price but did not materially affect prices used in this calculation. This
calculation is done on a country-by-country basis.
The calculation of the Ceiling Test and provision for depreciation, depletion, and
amortization (DD&A) 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 estimates. 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 non-cash write-downs of oil and gas properties
could occur in the future.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Swift Energy
Company and its wholly owned subsidiaries, which are engaged in the exploration, development,
acquisition, and operation of oil and natural gas properties, with a focus on inland waters and
onshore oil and natural gas reserves in Louisiana and Texas, as well as onshore oil and natural
gas reserves in New Zealand. Our undivided interests in gas processing plants, and investments
in oil and gas limited partnerships where we are the general partner are accounted for using
the proportionate consolidation method, whereby our proportionate share of each entitys
assets, liabilities, revenues, and expenses are included in the appropriate classifications in
the accompanying consolidated financial statements. Intercompany balances and transactions have
been eliminated in preparing the accompanying consolidated financial statements.
Revenue Recognition
Oil and gas revenues are recognized when production is sold to a purchaser at a fixed or
determinable price, when delivery has occurred and title has transferred, and if collectibility
of the revenue is probable. Processing costs for natural gas and natural gas liquids (NGLs)
that are paid in-kind are deducted from revenues. The Company uses the entitlement method of
accounting in which the Company recognizes its ownership interest in production as revenue. If
our sales exceed our ownership share of production, the natural gas balancing payables are
reported in Accounts payable and accrued liabilities on the accompanying balance sheet.
Natural gas balancing receivables are reported in Other current assets on the accompanying
balance sheet when our ownership share of production exceeds sales. As of June 30, 2006, we did
not have any material natural gas imbalances.
Accounts Receivable
We assess the collectibility of accounts receivable, and based on our judgment, we accrue
a reserve when we believe a receivable may not be collected. At both June 30, 2006 and
December 31, 2005, we had an allowance for doubtful accounts of less than $0.1 million. The
allowance for doubtful accounts has been deducted from the total Accounts receivable balances
on the accompanying balance sheets. Receivables related to insurance reimbursement are
computed in accordance with applicable accounting guidance; and we monitor our costs incurred
and their collectibility under our insurance policies and believe all amounts recorded are
recoverable.
Inventories
We value inventories at the lower of cost or market value. Cost of crude oil inventory is
determined using the weighted average method and all other inventory is accounted for using the
first in, first out method (FIFO). The major categories of inventories, which are included
in Other current assets on the accompanying balance sheets, are shown as follows:
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Balance at December |
|
|
|
June 30, 2006 |
|
|
31, 2005 |
|
|
|
(000's) |
|
|
(000's) |
|
Materials, Supplies and Tubulars |
|
$ |
11,754 |
|
|
$ |
8,494 |
|
Crude Oil |
|
|
1,757 |
|
|
|
916 |
|
|
|
|
|
|
|
|
Total |
|
$ |
13,511 |
|
|
$ |
9,410 |
|
|
|
|
|
|
|
|
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States (GAAP) requires us to make estimates and assumptions that affect
the reported amount of
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
certain assets and liabilities and the reported amounts of certain revenues and expenses
during each reporting period. We believe our estimates and assumptions are reasonable; however,
such estimates and assumptions are subject to a number of risks and uncertainties that may
cause actual results to differ materially from such estimates. Significant estimates underlying
these financial statements include:
|
|
|
the estimated quantities of proved oil and natural gas reserves used to compute
depletion of oil and natural gas properties and the related present value of estimated
future net cash flows there-from, |
|
|
|
|
accruals related to oil and gas revenues, capital expenditures and lease operating expenses, |
|
|
|
|
estimates of insurance recoveries related to property damage, |
|
|
|
|
estimates of stock compensation expense, |
|
|
|
|
estimates of our ownership in properties prior to final division of interest determination, |
|
|
|
|
the estimated future cost and timing of asset retirement obligations, and |
|
|
|
|
estimates made in our income tax calculations. |
While we are not aware of any material revisions to any of our estimates, there will
likely be future revisions to our estimates resulting from matters such as changes in ownership
interests, payouts, joint venture audits, re-allocations by purchasers or pipelines, or other
corrections and adjustments common in the oil and gas industry, many of which require
retroactive application. These types of adjustments cannot be currently estimated and will be
recorded in the period during which the adjustment occurs.
Income Taxes
Under SFAS No. 109, Accounting for Income Taxes, deferred taxes are determined based on
the estimated future tax effects of differences between the financial statement and tax basis
of assets and liabilities, given the provisions of the enacted tax laws. The effective tax rate
for the six months ended June 30, 2006 and 2005 was higher than the U.S. Federal statutory tax
rate primarily due to state income taxes, partially offset by reductions from the New Zealand
statutory rate attributable to the currency effect on the New Zealand deferred tax calculation.
As of June 30, 2006, we believe we will utilize all of our U.S. federal operating loss
carryforwards during the 2006 tax year, and these amounts are classified as current in the
Deferred tax asset account on the accompanying balance sheet.
Accounts Payable and Accrued Liabilities
Included in Accounts payable and accrued liabilities, on the accompanying balance
sheets, at June 30, 2006 and December 31, 2005 are liabilities of approximately $9.0 million
and $9.9 million, respectively, representing the amount by which checks issued, but not
presented to the Companys banks for collection, exceeded balances in the applicable
disbursement bank accounts.
Accumulated Other Comprehensive Income (Loss), Net of Income Tax
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 June 30, 2006,
we recorded $0.4 million, net of taxes of $0.2 million, of derivative losses in Accumulated
other comprehensive income (loss), net of income tax on the accompanying balance sheet. The
components of accumulated other comprehensive Income (loss) and related tax effects for 2006
were as follows:
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Value |
|
|
Tax Effect |
|
|
Net of Tax Value |
|
Other comprehensive loss at December 31, 2005 |
|
$ |
(110,094 |
) |
|
$ |
40,625 |
|
|
$ |
(69,469 |
) |
Change in fair value of cash flow hedges |
|
|
(2,570,637 |
) |
|
|
951,136 |
|
|
|
(1,619,501 |
) |
Effect of cash flow hedges settled
during the period |
|
|
2,028,708 |
|
|
|
(751,165 |
) |
|
|
1,277,543 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss at June 30, 2006 |
|
$ |
(652,023 |
) |
|
$ |
240,596 |
|
|
$ |
(411,427 |
) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income was $37.3 million and $28.1 million for the second
quarters of 2006 and 2005, respectively. Total comprehensive income was $75.1 and $52.8
million for the first six months of 2006 and 2005, respectively.
Price-Risk Management Activities
The Company follows SFAS No. 133, which requires that changes in the derivatives fair
value are recognized currently in earnings unless specific hedge accounting criteria are met.
The statement also establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in other contracts) is
recorded in the balance sheet as either an asset or a liability measured at its fair value.
Hedge accounting for a qualifying hedge allows the gains and losses on derivatives to offset
related results on the hedged item in the income statements and requires that a company
formally document, designate, and assess the effectiveness of transactions that receive hedge
accounting. Changes in the fair value of derivatives that do not meet the criteria for hedge
accounting, and the ineffective portion of the hedge, are recognized currently in income.
We have a price-risk management policy to use derivative instruments to protect against
declines in oil and gas prices, mainly through the purchase of price floors and collars.
During the second quarters of 2006 and 2005, we recognized a net gain of $1.1 million and a net
loss of $0.4 million, respectively, relating to our derivative activities. During the first six
months of 2006 and 2005, we recognized a net gain of $2.0 million and a net loss of $0.5
million, respectively, relating to our derivative activities. This activity is recorded in
Price-risk management and other, net on the accompanying statements of income. At June 30,
2006, the Company had recorded $0.4 million, net of taxes of $0.2 million, of derivative losses
in Accumulated other comprehensive income (loss), net of income tax on the accompanying
balance sheet. This amount represents the change in fair value for the effective portion of our
hedging transactions that qualified as cash flow hedges. The amount of ineffectiveness
reported in Price-risk management and other, net for the first six months of 2006 and 2005
were not material. We expect to reclassify all amounts currently held in Accumulated other
comprehensive income (loss), net of income tax into the statement of income within the next
six months when the forecasted sale of hedged production occurs.
When we entered into these transactions discussed above, they were designated as a hedge
of the variability in cash flows associated with the forecasted sale of oil and natural gas
production. Changes in the fair value of a hedge that is highly effective and is designated and
documented and qualifies as a cash flow hedge, to the extent that the hedge is effective, are
recorded in Accumulated other comprehensive income (loss), net of income tax. When the
hedged transactions are recorded upon the actual sale of oil and natural gas, these gains or
losses are reclassified from Accumulated other comprehensive income (loss), net of income tax
and recorded in Price-risk management and other, net on the accompanying statement of income.
The fair value of our derivatives is computed using the Black-Scholes-Merton option pricing
model and is periodically verified against quotes from brokers.
At June 30, 2006, we had in place price floors in effect for July 2006 through the
December 2006 contract month for oil that cover a portion of our domestic oil production for
July 2006 to December 2006. The oil price floors cover notional volumes of 1,350,000 barrels
with a weighted average floor price of $63.91 per barrel. Our oil price floors in place at June
30, 2006 are expected to cover approximately 35% to 40% of our
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
estimated domestic oil production from July 2006 to December 2006. The fair value of these
instruments at June 30, 2006, was $0.5 million and is recognized on the accompanying balance
sheet in Other current assets.
Supervision Fees
Consistent with industry practice, we charge a supervision fee to the wells we operate
including our wells in which we own up to a 100% working interest. Supervision fees are
recorded as a reduction to general and administrative, net based on our estimate of the costs
incurred to operate the wells. The total amount of supervision fees charged to the wells we
operate was $4.2 million and $3.8 million in the first six of months of 2006 and 2005,
respectively.
Asset Retirement Obligation
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143,
Accounting for Asset Retirement Obligations. The statement requires entities to record the
fair value of a liability for legal obligations associated with the retirement obligations of
tangible long-lived assets in the period in which it is incurred. When the liability is
initially recorded, the carrying amount of the related long-lived asset is increased. The
liability is discounted from the year the well is expected to deplete. Over time, accretion of
the liability is recognized each period, and the capitalized cost is depreciated on a
unit-of-production basis over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or incurs a gain or
loss upon settlement which is included in the full cost pool. This standard requires us to
record a liability for the fair value of our dismantlement and abandonment costs, excluding
salvage values. Based on our experience and analysis of the oil and gas services industry, we
have not factored a market risk premium into our asset retirement obligation. SFAS No. 143 was
adopted by us effective January 1, 2003. The following provides a roll-forward of our asset
retirement obligation:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Asset Retirement Obligation recorded as of January 1 |
|
$ |
19,356,367 |
|
|
$ |
17,639,136 |
|
Accretion expense for the six months ended June 30 |
|
|
494,267 |
|
|
|
374,002 |
|
Liabilities incurred for new wells and facilities construction |
|
|
310,657 |
|
|
|
54,622 |
|
Reductions due to sold, or plugged and abandoned wells |
|
|
|
|
|
|
(277,604 |
) |
Decrease due to currency exchange rate fluctuations |
|
|
(88,574 |
) |
|
|
(19,087 |
) |
|
|
|
|
|
|
|
Asset Retirement Obligation as of June 30. |
|
$ |
20,072,717 |
|
|
$ |
17,771,069 |
|
|
|
|
|
|
|
|
At both June 30, 2006 and December 31, 2005, approximately $0.3 million of our asset
retirement obligation is classified as a current liability in Accounts payable and accrued
liabilities on the accompanying balance sheets.
New Accounting Pronouncements
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections: a
replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires voluntary
changes in accounting principles to be applied retrospectively, unless it is impracticable.
SFAS No. 154s retrospective application requirement replaces APB 20s requirement to recognize
most voluntary changes in accounting principle by including in net income of the period of the
change the cumulative effect of changing to the new accounting principle. If retrospective
application for all prior periods is impracticable, the method used to report the change and
the reason the retrospective application is impracticable are to be disclosed.
Under SFAS No. 154, retrospective application will be the transition method in the unusual
instance that a newly issued accounting pronouncement does not provide specific transition
guidance. It is expected that many pronouncements will specify transition methods other than retrospective. SFAS
No. 154 is effective
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
for accounting changes made in fiscal years beginning after December 15, 2005, and the
adoption of this statement had no impact on our financial position or results of operations.
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No. 109. This Interpretation
provides guidance for recognizing and measuring uncertain tax positions, as defined in SFAS No.
109, Accounting for Income Taxes. FIN No. 48 prescribes a threshold condition that a tax
position must meet for any of the benefit of the uncertain tax position to be recognized in the
financial statements. Guidance is also provided regarding derecognition, classification and
disclosure of these uncertain tax positions. FIN No. 48 is effective for fiscal years beginning
after December 15, 2006. The Company has not yet determined what impact, if any, this
Interpretation will have on its financial position or results of operations.
(3) Share-Based Compensation
We have various types of share-based compensation plans. Refer to Note 6 of our
consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, for additional information related to these share-based compensation plans.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 123 (R), Share-Based Payment (SFAS No. 123R) utilizing the modified prospective
approach. Prior to the adoption of SFAS No. 123R, we accounted for stock option grants in
accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees (the intrinsic value method), and accordingly, recognized no compensation expense
for employee stock option grants.
Under the modified prospective approach, SFAS No. 123R applies to new awards and to awards
that were outstanding on January 1, 2006 as well as those that are subsequently modified,
repurchased or cancelled. Under the modified prospective approach, compensation cost recognized
for the six months ended June 30, 2006 includes compensation cost for all share-based awards
granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value
estimated in accordance with the original provisions of SFAS No. 123, and compensation cost for
all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair
value estimated in accordance with the provisions of SFAS No. 123R. Prior periods were not
restated to reflect the impact of adopting the new standard.
As a result of adopting SFAS No. 123R on January 1, 2006, our income before taxes, net
income and basic and diluted earnings per share for the three months ended June 30, 2006, were
$0.8 million, $0.5 million, $0.02, and $0.02 lower, respectively, than if we had continued to
account for share-based compensation under APB Opinion No. 25 for our stock option grants. For
the six months ended June 30, 2006, income before taxes, net income and basic and diluted
earnings per share were $1.9 million, $1.2 million, $0.04, and $0.04 lower, respectively. Upon
adoption of SFAS 123R, we recorded an immaterial cumulative effect of a change in accounting
principle as a result of our change in policy from recognizing forfeitures as they occur to one
recognizing expense based on our expectation of the amount of awards that will vest over the
requisite service period for our restricted stock awards. This amount was recorded in General
and Administrative, net in the accompanying condensed consolidated statements of operations.
We receive a tax deduction for certain stock option exercises during the period the
options are exercised, generally for the excess of the price at which the stock is sold over
the exercise price of the options. In addition, we receive an additional tax deduction when
restricted stock vests at a higher value than the value used to recognize compensation expense
at the date of grant. Prior to adoption of SFAS No. 123R, we reported all tax benefits
resulting from the award of equity instruments as operating cash flows in our condensed
consolidated statements of cash flows. In accordance with SFAS No. 123R, we are required to
report excess tax benefits from the award of equity instruments as financing cash flows, these
benefits totaled $0.3 million and $0.9 million for the three and six months ended June 30,
2006, respectively.
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Net cash proceeds from the exercise of stock options were $2.4 million for the six months
ended June 30, 2006. The actual income tax benefit realized from stock option exercises was
$1.3 million for the same period.
Stock compensation expense for both stock options and restricted stock issued to both
employees and non-employees is recorded in General and Administrative, net in the
accompanying condensed consolidated statements of income, and was $1.4 million and $0.3 million
for the three months ended June 30, 2006 and 2005, respectively. Stock compensation expense
for the six months ended June 30, 2006, and 2005 was $3.1 million and $0.4 million. We view
all awards of stock compensation as a single award with an expected life equal to the average
expected life of component awards and amortize the award on a straight-line basis over the life
of the award.
The following table illustrates the effect on June 30, 2005 operating results and per
share information had the Company accounted for share-based compensation in accordance with
SFAS No. 123R. Our net income and earnings per share would have been adjusted to the following
pro forma amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
|
June 30, 2005 |
|
|
June 30, 2005 |
|
Net Income: |
|
As Reported |
|
$ |
27,881,658 |
|
|
$ |
53,570,810 |
|
|
|
|
|
Stock-based
employee
compensation
expense determined
under fair value
method for all
awards, net of tax |
|
|
(1,113,938 |
) |
|
|
(1,973,089 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
$ |
26,767,720 |
|
|
$ |
51,597,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS: |
|
As Reported |
|
$ |
.98 |
|
|
$ |
1.90 |
|
|
|
|
|
Pro Forma |
|
$ |
.94 |
|
|
$ |
1.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
As Reported |
|
$ |
.96 |
|
|
$ |
1.86 |
|
|
|
|
|
Pro Forma |
|
$ |
.92 |
|
|
$ |
1.79 |
|
Stock Options
We use the Black-Scholes-Merton option pricing model to estimate the fair value of stock
option awards with the following weighted-average assumptions for the indicated periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
39 |
% |
|
|
43 |
% |
|
|
40 |
% |
|
|
43 |
% |
Risk-free interest rate |
|
|
5.1 |
% |
|
|
3.9 |
% |
|
|
4.9 |
% |
|
|
3.8 |
% |
Expected life of options (in years) |
|
|
1.8 |
|
|
|
3.8 |
|
|
|
5.6 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average grant-date fair value |
|
$ |
9.71 |
|
|
$ |
11.16 |
|
|
$ |
19.33 |
|
|
$ |
10.27 |
|
The expected term has been calculated using the Securities and Exchange Commission
Staffs shortcut approach from Staff Accounting Bulletin No. 107. We have analyzed historical
volatility and based on an analysis of all relevant factors use a three-year period to estimate
expected volatility of our stock option grants.
At June 30, 2006, there was $5.1 million of unrecognized compensation cost related to
stock options which is expected to be recognized over a weighted-average period of 1.9 years.
The following table represents stock option activity for the six months ended June 30,
2006:
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
|
|
|
Wtd. Avg. |
|
Wtd. Avg. |
|
|
Shares |
|
Exer. Price |
|
Contract Life |
Options outstanding, beginning of period |
|
|
2,118,179 |
|
|
$ |
21.28 |
|
|
|
|
|
Options granted |
|
|
163,755 |
|
|
$ |
43.57 |
|
|
|
|
|
Options canceled |
|
|
(45,180 |
) |
|
$ |
21.37 |
|
|
|
|
|
Options exercised |
|
|
(176,729 |
) |
|
$ |
20.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of period |
|
|
2,060,025 |
|
|
$ |
23.12 |
|
|
5.7 Yrs |
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period |
|
|
1,235,041 |
|
|
$ |
22.46 |
|
|
4.5 Yrs |
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of options outstanding at June 30, 2006 was $55.7
million, and the aggregate intrinsic value of options exercisable was $25.3 million. Total
intrinsic value of options exercised was $3.9 million for the six months ended June 30, 2006.
Restricted Stock
The plans, as described in Note 6 of our consolidated financial statements in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2005, allow for the issuance of
restricted stock awards that may not be sold or otherwise transferred until certain
restrictions have lapsed. The unrecognized compensation cost related to these awards is
expected to be expensed over the period the restrictions lapse (generally one to five years).
The compensation expense for these awards was determined based on the market price of our
stock at the date of grant applied to the total number of shares that were anticipated to fully
vest. As of June 30, 2006, we have unrecognized compensation expense of $9.6 million associated
with these awards which are expected to be recognized over a weighted-average period of 2.3
years.
The following table represents restricted stock activity for the six months ended June 30,
2006:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
|
|
|
Wtd. Avg. |
|
|
|
|
|
|
Grant |
|
|
Shares |
|
Price |
Restricted shares outstanding, beginning of period |
|
|
236,950 |
|
|
$ |
34.79 |
|
Restricted shares granted |
|
|
141,330 |
|
|
$ |
43.61 |
|
Restricted shares canceled |
|
|
(18,380 |
) |
|
$ |
38.70 |
|
Restricted shares vested |
|
|
(20,776 |
) |
|
$ |
27.20 |
|
|
|
|
|
|
|
|
|
|
Restricted shares outstanding, end of period |
|
|
339,124 |
|
|
$ |
38.83 |
|
|
|
|
|
|
|
|
|
|
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
(4) 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 assumes, as of the beginning of the period, exercise of
stock options and restricted stock grants to employees using the treasury stock method. Certain
of our stock options, that could potentially dilute Basic EPS in the future, were antidilutive
for periods ended June 30, 2006 and 2005, and are discussed below.
The following is a reconciliation of the numerators and denominators used in the
calculation of Basic and Diluted EPS for the periods ended June 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income and Share Amounts |
|
$ |
38,168,448 |
|
|
|
29,160,123 |
|
|
$ |
1.31 |
|
|
$ |
27,881,658 |
|
|
|
28,376,518 |
|
|
$ |
0.98 |
|
Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock |
|
|
|
|
|
|
97,343 |
|
|
|
|
|
|
|
|
|
|
|
30,579 |
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
770,761 |
|
|
|
|
|
|
|
|
|
|
|
601,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income and Assumed Share
Conversions |
|
$ |
38,168,448 |
|
|
|
30,028,227 |
|
|
$ |
1.27 |
|
|
$ |
27,881,658 |
|
|
|
29,008,932 |
|
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
Basic EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income and Share Amounts |
|
$ |
75,482,954 |
|
|
|
29,115,944 |
|
|
$ |
2.59 |
|
|
$ |
53,570,810 |
|
|
|
28,268,733 |
|
|
$ |
1.90 |
|
Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock |
|
|
|
|
|
|
99,189 |
|
|
|
|
|
|
|
|
|
|
|
25,781 |
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
781,536 |
|
|
|
|
|
|
|
|
|
|
|
554,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income and Assumed Share
Conversions |
|
$ |
75,482,954 |
|
|
|
29,996,669 |
|
|
$ |
2.52 |
|
|
$ |
53,570,810 |
|
|
|
28,849,500 |
|
|
$ |
1.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase approximately 2.1 million shares at an average exercise price of
$23.12 were outstanding at June 30, 2006, while options to purchase 2.6 million shares at an
average exercise price of $20.10 were outstanding at June 30, 2005. Approximately 1.5 million
and 0.3 million stock options and non-vested shares of restricted stock were not included in
the computation of Diluted EPS for the three-month periods ended June 30, 2006, and 2005,
respectively, and 1.5 million and 0.7 million options and non-vested shares of restricted stock
were not included in the computation of Diluted EPS for the six-month periods ended June 30,
2006, and 2005, respectively, because these options were antidilutive in that the option price
was greater than the average closing market price for the common shares during those periods.
(5) Long-Term Debt
Our long-term debt, including the current portion, as of June 30, 2006 and December 31,
2005, was as follows (in thousands):
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Bank Borrowings |
|
$ |
|
|
|
$ |
|
|
7-5/8% senior notes due 2011 |
|
|
150,000 |
|
|
|
150,000 |
|
9-3/8% senior subordinated notes due 2012 |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
Long-Term Debt |
|
$ |
350,000 |
|
|
$ |
350,000 |
|
|
|
|
|
|
|
|
Bank Borrowings
At June 30, 2006, we had no 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. The interest rate is either (a) the lead banks prime rate (8.25% at June 30,
2006) 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 renewed 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 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 May 1, 2006. 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 November 2006.
Interest expense on the credit facility, including commitment fees and amortization of
debt issuance costs, totaled $0.2 million and $0.2 million for the three months ended June 30,
2006 and 2005, respectively, and $0.4 million and $0.6 million for the six months ended June
30, 2006 and 2005, respectively. The amount of commitment fees included in interest expense,
net was $0.1 million for both the three months ended June 30, 2006 and 2005, respectively, and
$0.3 million and $0.3 million for both the six months ended June 30, 2006 and 2005,
respectively.
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
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
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 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 $3.0 million for both the three months ended June 30, 2006 and 2005,
respectively, and $6.0 million and $5.9 million for the six months ended June 30, 2006 and
2005, respectively.
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 16, 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 and 7-5/8% senior notes. Interest on
these notes is payable semiannually on May 1 and November 1, and commenced 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.
Interest expense on the 9-3/8% senior subordinated notes due 2012, including amortization
of debt issuance costs totaled $4.8 million for both the three months ended June 30, 2006 and
2005, respectively, and $9.6 million for both the six months ended June 30, 2006 and 2005.
The aggregate maturities on our long-term debt are $150 million for 2011 and $200 million
for 2012.
We have capitalized interest on our unproved properties in the amount of $2.2 million and
$1.7 million for the three months ended June 30, 2006 and 2005, respectively, and $4.3 million
and $3.5 million for the six months ended June 30, 2006 and 2005, respectively.
(6) Foreign Activities
As of June 30, 2006, our gross capitalized oil and gas property costs in New Zealand
totaled approximately $321.5 million. Approximately $298.8 million has been included in the
Proved properties portion of our oil and gas properties, while $22.7 million is included as
Unproved properties. Our functional currency in New Zealand is the U.S. Dollar. Net assets
of our New Zealand operations total $252.9 million at June 30, 2006.
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
(7) Acquisitions and Dispositions
In November 2005, we acquired interests in the South Bearhead Creek field in Central
Louisiana. This field is approximately 50 miles south of our Masters Creek field. We paid
approximately $24.3 million in cash for these interests. After taking into account internal
acquisition costs of $2.6 million, and assumed liabilities of $1.4 million, our total cost was
$28.3 million. We allocated $26.2 million of the acquisition price to Proved properties,
$2.5 million to Unproved properties, and recorded a liability for $0.4 million to Asset
retirement obligation on our accompanying consolidated balance sheet. In December 2005, we
acquired additional interests in this field. We paid approximately $4.6 million in cash for
these additional interests. After taking into account internal acquisition costs of $0.6
million, our total cost was $5.2 million. We allocated $4.9 million of the acquisition price
to Proved properties, $0.4 million to Unproved properties, and recorded a liability for
$0.1 million to Asset retirement obligation on our accompanying consolidated balance sheets.
These acquisitions were accounted for by the purchase method of accounting. We made these
acquisitions to increase our exploration and development opportunities in this area. The
revenues and expenses from these properties have been included in our accompanying consolidated
statements of income from the date of acquisition forward, however, given the acquisitions were
in November and December 2005, these amounts were immaterial for 2005.
In April 2006, we sold our minority interests in the Brookeland and Masters Creek natural
gas processing plants for approximately $20.3 million in cash. Under the full-cost method of
accounting for oil and gas property and equipment costs, the proceeds of this sale were applied
against our oil and gas properties and equipment balance, and no gain or loss was recognized on
this transaction.
(8) Condensed Consolidating Financial Information
In December 2005, we amended the indenture for our 9-3/8% Senior Subordinated Notes due
2012 and our 7-5/8% Senior Notes due 2011 to reflect our new holding company organizational
structure (as discussed in Note 2). As part of this restructuring our indentures were amended
so that both Swift Energy Company and Swift Energy Operating, LLC (a wholly owned indirect
subsidiary of Swift Energy Company) became co-obligors of these senior notes and senior
subordinated debt. The co-obligations are full and unconditional and are joint and several.
Prior to this restructure, Swift Energy Company was the sole obligor. The following is
condensed consolidating financial information for Swift Energy Company, Swift Energy Operating,
LLC, and significant subsidiaries:
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
June 30, 2006 |
|
|
|
Swift Energy Co. |
|
|
Swift Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
Operating, LLC |
|
|
Other |
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Co-obligor) |
|
|
(Co-obligor) |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
|
|
|
$ |
148,823 |
|
|
$ |
18,640 |
|
|
$ |
|
|
|
$ |
167,463 |
|
Property and equipment |
|
|
|
|
|
|
940,775 |
|
|
|
231,172 |
|
|
|
|
|
|
|
1,171,947 |
|
Investment in subsidiaries (equity method) |
|
|
692,738 |
|
|
|
|
|
|
|
491,017 |
|
|
|
(1,183,755 |
) |
|
|
|
|
Other assets |
|
|
|
|
|
|
39,962 |
|
|
|
598 |
|
|
|
(30,904 |
) |
|
|
9,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
692,738 |
|
|
$ |
1,129,560 |
|
|
$ |
741,427 |
|
|
$ |
(1,214,658 |
) |
|
$ |
1,349,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
|
|
|
$ |
96,681 |
|
|
$ |
9,100 |
|
|
$ |
|
|
|
$ |
105,781 |
|
Long-term liabilities |
|
|
|
|
|
|
541,862 |
|
|
|
39,590 |
|
|
|
(30,904 |
) |
|
|
550,548 |
|
Stockholders equity |
|
|
692,738 |
|
|
|
491,017 |
|
|
|
692,738 |
|
|
|
(1,183,755 |
) |
|
|
692,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
692,738 |
|
|
$ |
1,129,560 |
|
|
$ |
741,427 |
|
|
$ |
(1,214,658 |
) |
|
$ |
1,349,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
December 31, 2005 |
|
|
|
Swift Energy Co. |
|
|
Swift Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
Operating, LLC |
|
|
Other |
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Co-obligor) |
|
|
(Co-obligor) |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
|
|
|
$ |
92,788 |
|
|
$ |
22,267 |
|
|
$ |
|
|
|
$ |
115,055 |
|
Property and equipment |
|
|
|
|
|
|
862,717 |
|
|
|
216,316 |
|
|
|
|
|
|
|
1,079,034 |
|
Investment in subsidiaries (equity method) |
|
|
607,318 |
|
|
|
|
|
|
|
410,612 |
|
|
|
(1,017,930 |
) |
|
|
|
|
Other assets |
|
|
|
|
|
|
31,955 |
|
|
|
682 |
|
|
|
(22,313 |
) |
|
|
10,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
607,318 |
|
|
$ |
987,460 |
|
|
$ |
649,877 |
|
|
$ |
(1,040,243 |
) |
|
$ |
1,204,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
|
|
|
$ |
85,472 |
|
|
$ |
12,949 |
|
|
$ |
|
|
|
$ |
98,421 |
|
Long-term liabilities |
|
|
|
|
|
|
491,376 |
|
|
|
29,610 |
|
|
|
(22,313 |
) |
|
|
498,674 |
|
Stockholders equity |
|
|
607,318 |
|
|
|
410,612 |
|
|
|
607,318 |
|
|
|
(1,017,930 |
) |
|
|
607,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
607,318 |
|
|
$ |
987,460 |
|
|
$ |
649,877 |
|
|
$ |
(1,040,243 |
) |
|
$ |
1,204,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Three Months Ended June 30, 2006 |
|
|
|
Swift Energy Co. |
|
|
Swift Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
Operating, LLC |
|
|
Other |
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Co-obligor) |
|
|
(Co-obligor) |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenues |
|
$ |
|
|
|
$ |
133,363 |
|
|
$ |
13,814 |
|
|
$ |
|
|
|
$ |
147,177 |
|
Expenses |
|
|
|
|
|
|
75,184 |
|
|
|
11,803 |
|
|
|
|
|
|
|
86,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before the following: |
|
|
|
|
|
|
58,179 |
|
|
|
2,011 |
|
|
|
|
|
|
|
60,190 |
|
Equity in net earnings of subsidiaries |
|
|
38,168 |
|
|
|
|
|
|
|
36,641 |
|
|
|
(74,809 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
38,168 |
|
|
|
58,179 |
|
|
|
38,651 |
|
|
|
(74,809 |
) |
|
|
60,190 |
|
Income tax provision (benefit) |
|
|
|
|
|
|
21,538 |
|
|
|
483 |
|
|
|
|
|
|
|
22,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
38,168 |
|
|
$ |
36,641 |
|
|
$ |
38,168 |
|
|
$ |
(74,809 |
) |
|
$ |
38,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Six Months Ended June 30, 2006 |
|
|
|
Swift Energy Co. |
|
|
Swift Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
Operating, LLC |
|
|
Other |
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Co-obligor) |
|
|
(Co-obligor) |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenues |
|
$ |
|
|
|
$ |
252,801 |
|
|
$ |
30,545 |
|
|
$ |
|
|
|
$ |
283,346 |
|
Expenses |
|
|
|
|
|
|
140,982 |
|
|
|
24,399 |
|
|
|
|
|
|
|
165,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before the following: |
|
|
|
|
|
|
111,819 |
|
|
|
6,146 |
|
|
|
|
|
|
|
117,965 |
|
Equity in net earnings of subsidiaries |
|
|
75,483 |
|
|
|
|
|
|
|
70,468 |
|
|
|
(145,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
75,483 |
|
|
|
111,819 |
|
|
|
76,614 |
|
|
|
(145,951 |
) |
|
|
117,965 |
|
Income tax provision (benefit) |
|
|
|
|
|
|
41,351 |
|
|
|
1,131 |
|
|
|
|
|
|
|
42,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
75,483 |
|
|
$ |
70,468 |
|
|
$ |
75,483 |
|
|
$ |
(145,951 |
) |
|
$ |
75,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Three Months Ended June 30, 2005 |
|
|
|
Swift Energy Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
|
|
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Issuer) |
|
|
Other Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenues |
|
$ |
88,958 |
|
|
$ |
15,342 |
|
|
$ |
|
|
|
$ |
104,300 |
|
Expenses |
|
|
51,446 |
|
|
|
11,076 |
|
|
|
|
|
|
|
62,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before the following: |
|
|
37,512 |
|
|
|
4,266 |
|
|
|
|
|
|
|
41,778 |
|
Equity in net earnings of subsidiaries |
|
|
4,129 |
|
|
|
|
|
|
|
(4,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
41,641 |
|
|
|
4,266 |
|
|
|
(4,129 |
) |
|
|
41,778 |
|
Income tax provision (benefit) |
|
|
13,760 |
|
|
|
137 |
|
|
|
|
|
|
|
13,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
27,881 |
|
|
$ |
4,129 |
|
|
$ |
(4,129 |
) |
|
$ |
27,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Six Months Ended June 30, 2005 |
|
|
|
Swift Energy Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
|
|
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Issuer) |
|
|
Other Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenues |
|
$ |
165,726 |
|
|
$ |
34,197 |
|
|
$ |
(2 |
) |
|
$ |
199,921 |
|
Expenses |
|
|
95,883 |
|
|
|
22,503 |
|
|
|
(2 |
) |
|
|
118,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before the following: |
|
|
69,843 |
|
|
|
11,694 |
|
|
|
|
|
|
|
81,537 |
|
Equity in net earnings of subsidiaries |
|
|
9,508 |
|
|
|
|
|
|
|
(9,508 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
79,351 |
|
|
|
11,694 |
|
|
|
(9,508 |
) |
|
|
81,537 |
|
Income tax provision (benefit) |
|
|
25,780 |
|
|
|
2,186 |
|
|
|
|
|
|
|
27,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
53,571 |
|
|
$ |
9,508 |
|
|
$ |
(9,508 |
) |
|
$ |
53,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Six Months Ended June 30, 2006 |
|
|
|
Swift Energy Co. |
|
|
Swift Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
Operating, LLC |
|
|
Other |
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Co-obligor) |
|
|
(Co-obligor) |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Cash flow from operations |
|
$ |
|
|
|
$ |
160,938 |
|
|
$ |
22,817 |
|
|
$ |
|
|
|
$ |
183,755 |
|
Cash flow from investing activities |
|
|
|
|
|
|
(139,553 |
) |
|
|
(37,744 |
) |
|
|
8,635 |
|
|
|
(168,663 |
) |
Cash flow from financing activities |
|
|
|
|
|
|
3,976 |
|
|
|
8,635 |
|
|
|
(8,635 |
) |
|
|
3,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
$ |
|
|
|
$ |
25,361 |
|
|
$ |
(6,292 |
) |
|
$ |
|
|
|
$ |
19,069 |
|
Cash, beginning of period |
|
|
|
|
|
|
44,911 |
|
|
|
8,094 |
|
|
|
|
|
|
|
53,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
|
|
|
$ |
70,272 |
|
|
$ |
1,802 |
|
|
$ |
|
|
|
$ |
72,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's) |
|
Six Months Ended June 30, 2005 |
|
|
|
Swift Energy Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Parent and |
|
|
|
|
|
|
|
|
|
|
Swift Energy Co. |
|
|
|
Issuer) |
|
|
Other Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Cash flow from operations |
|
$ |
109,298 |
|
|
$ |
19,986 |
|
|
$ |
|
|
|
$ |
129,284 |
|
Cash flow from investing activities |
|
|
(83,615 |
) |
|
|
(22,795 |
) |
|
|
3,436 |
|
|
|
(102,974 |
) |
Cash flow from financing activities |
|
|
(3,501 |
) |
|
|
3,436 |
|
|
|
(3,436 |
) |
|
|
(3,501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
22,182 |
|
|
|
627 |
|
|
|
|
|
|
|
22,809 |
|
Cash, beginning of period |
|
|
205 |
|
|
|
4,715 |
|
|
|
|
|
|
|
4,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
22,387 |
|
|
$ |
5,342 |
|
|
$ |
|
|
|
$ |
27,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
(9) Segment Information
The Company has two reportable segments, one domestic and one foreign, both of which are
in the business of oil and natural gas exploration and production. The accounting policies of
the segments are the same as those described in the summary of significant accounting policies.
We evaluate our performance based on profit or loss from oil and gas operations before
price-risk management and other, net, general and administrative, net, and interest expense,
net. Our reportable segments are managed separately based on their geographic locations.
Financial information by operating segment is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
New |
|
|
|
|
|
|
|
|
|
|
New |
|
|
|
|
|
|
Domestic |
|
|
Zealand |
|
|
Total |
|
|
Domestic |
|
|
Zealand |
|
|
Total |
|
Oil and gas sales |
|
$ |
131,289,669 |
|
|
$ |
13,704,308 |
|
|
$ |
144,993,977 |
|
|
$ |
89,931,241 |
|
|
$ |
14,991,159 |
|
|
$ |
104,922,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion
and amortization |
|
|
31,972,663 |
|
|
|
6,904,571 |
|
|
|
38,877,234 |
|
|
|
22,558,462 |
|
|
|
6,219,169 |
|
|
|
28,777,631 |
|
Accretion of asset
retirement obligation |
|
|
165,484 |
|
|
|
37,268 |
|
|
|
202,752 |
|
|
|
154,166 |
|
|
|
33,329 |
|
|
|
187,495 |
|
Lease operating costs |
|
|
15,413,839 |
|
|
|
3,109,210 |
|
|
|
18,523,049 |
|
|
|
8,503,723 |
|
|
|
3,061,500 |
|
|
|
11,565,223 |
|
Severance and other taxes |
|
|
15,098,078 |
|
|
|
869,192 |
|
|
|
15,967,270 |
|
|
|
9,728,291 |
|
|
|
980,463 |
|
|
|
10,708,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from oil and gas
operations |
|
$ |
68,639,605 |
|
|
$ |
2,784,067 |
|
|
$ |
71,423,672 |
|
|
$ |
48,986,599 |
|
|
$ |
4,696,698 |
|
|
$ |
53,683,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price-risk management and
other, net |
|
|
|
|
|
|
|
|
|
|
2,183,269 |
|
|
|
|
|
|
|
|
|
|
|
(622,475 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative, net |
|
|
|
|
|
|
|
|
|
|
7,618,054 |
|
|
|
|
|
|
|
|
|
|
|
4,995,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
5,799,187 |
|
|
|
|
|
|
|
|
|
|
|
6,286,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
$ |
60,189,700 |
|
|
|
|
|
|
|
|
|
|
$ |
41,778,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
New |
|
|
|
|
|
|
|
|
|
|
New |
|
|
|
|
|
|
Domestic |
|
|
Zealand |
|
|
Total |
|
|
Domestic |
|
|
Zealand |
|
|
Total |
|
Oil and gas sales |
|
$ |
249,374,363 |
|
|
$ |
30,572,607 |
|
|
$ |
279,946,970 |
|
|
$ |
166,707,010 |
|
|
$ |
33,736,723 |
|
|
$ |
200,443,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion
and
amortization |
|
|
59,994,415 |
|
|
|
14,289,316 |
|
|
|
74,283,731 |
|
|
|
40,232,160 |
|
|
|
12,750,849 |
|
|
|
52,983,009 |
|
Accretion of asset
retirement obligation |
|
|
421,156 |
|
|
|
73,111 |
|
|
|
494,267 |
|
|
|
308,023 |
|
|
|
65,979 |
|
|
|
374,002 |
|
Lease operating costs |
|
|
26,721,399 |
|
|
|
6,196,139 |
|
|
|
32,917,538 |
|
|
|
16,747,940 |
|
|
|
5,866,065 |
|
|
|
22,614,005 |
|
Severance and other taxes |
|
|
28,706,015 |
|
|
|
2,014,861 |
|
|
|
30,720,876 |
|
|
|
17,758,977 |
|
|
|
2,152,858 |
|
|
|
19,911,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from oil and gas
operations |
|
$ |
133,531,378 |
|
|
$ |
7,999,180 |
|
|
$ |
141,530,558 |
|
|
$ |
91,659,910 |
|
|
$ |
12,900,972 |
|
|
$ |
104,560,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price-risk management and
other, net |
|
|
|
|
|
|
|
|
|
|
3,399,207 |
|
|
|
|
|
|
|
|
|
|
|
(523,124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative, net |
|
|
|
|
|
|
|
|
|
|
15,304,963 |
|
|
|
|
|
|
|
|
|
|
|
9,870,195 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
11,660,106 |
|
|
|
|
|
|
|
|
|
|
|
12,630,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
$ |
117,964,696 |
|
|
|
|
|
|
|
|
|
|
$ |
81,536,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
1,096,205,065 |
|
|
$ |
252,861,180 |
|
|
$ |
1,349,066,245 |
|
|
$ |
845,685,920 |
|
|
$ |
228,668,834 |
|
|
$ |
1,074,354,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SWIFT ENERGY COMPANY AND SUBSIDIARIES
ITEM 2.
You should read the following discussion and analysis in conjunction with our financial
information and our condensed consolidated financial statements and notes thereto included in
this report and our Annual Report on Form 10-K for the year ended December 31, 2005. The
following information contains forward-looking statements. For a discussion of limitations
inherent in forward-looking statements, see Forward-Looking Statements on page 37 of this
report.
Overview
Swift Energy had record net income for the second quarter 2006. Net income increased 37%
to $38.2 million and production increased 2% to 16.3 Bcfe over second quarter 2005 levels. For
the first six months of 2006, net income increased 41% to $75.5 million and production
increased 5% to 32.9 Bcfe over amounts in the same period in 2005. Cash flow from operating
activities increased 54% to $99.9 million in the second quarter of 2006 over second quarter
2005 levels, and increased 42% to $183.8 million for the first half of 2006 over the first half
of 2005 levels. We also had record revenues in both the second quarter of 2006 and first half
of 2006. Our second quarter 2006 revenues of $147.2 million increased 41% over 2005 second
quarter levels, and revenues for the first half of 2006 of $283.3 million increased 42% over
first half of 2005 levels. The continued strong commodity prices during 2006, particularly oil
prices, and increases in our domestic production supported the increase in our revenues as
compared to the same periods in 2005. As a result of our domestic production increases, 65% of
our second quarter production was liquid hydrocarbons, crude oil and natural gas liquids.
Our efforts and capital throughout the first six months of 2006 remained primarily focused
on seismic data acquisition, infrastructure improvements and repairs, increased production, and
the development of long-lived reserves through exploration and exploitation activities. We
expect to continue this focus throughout 2006. We are studying our Lake Washington facilities
to implement efficiency gains and further capacity increases. We have completed the new 3-D
seismic survey over the Cote Blanche Island area in the third quarter of 2006, and have
recently acquired seismic on our offshore Kaheru exploration permit in New Zealand.
Our overall costs and expenses increased in the first half of 2006. The largest increase
in these costs and expenses is due to continued hurricane repair expenses and continued
increased costs across the industry for equipment, services and personnel. We experienced
higher costs due to increased oil production in South Louisiana along with higher severance
taxes due to increased revenues. We also saw an increase in our general and administrative
expenses due to an increased workforce and stock compensation expense associated with the
adoption of FAS No. 123(R). We expect these cost pressures to continue to affect the industry
throughout 2006.
Our financial position remains strong and flexible, allowing us to take advantage of
future opportunities for organic growth through drilling and strategic growth through
acquisitions. Our financial ratios have continued to improve. Our debt to capitalization
ratio was 34% at June 30, 2006 compared to 37% at year-end 2005, as debt levels remained at the
same level as year-end 2005 and retained earnings increased over $75 million as a result of the
current period profit. Including our cash on hand at the end of the quarter, our net debt to
capital ratio would have been 29%.
Continued execution of our operational strategy in the second half of 2006 should result
in another excellent year of financial performance for Swift Energy. We think that strong
commodity prices will continue over the foreseeable future, based in part on forward-strip
pricing. With record production of 32.9 Bcfe during the first half of 2006, we are well on our
way to meeting our 2006 goal of a 14% to 18% increase in production. Swift Energys continued
focus in the South Louisiana region is producing results and we expect the significant
potential in this area to become more evident in the coming quarters.
25
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Production in Lake Washington averaged approximately 16,900 net barrels of oil equivalent per
day, or Boe/d, during July 2006 and 16,500 Boe/d for the second quarter of 2006. We expect to
exit 2006 with an average net production in Lake Washington of 18,000 Boe/d. Preliminary plans
are underway to add approximately 10,000 Boe/d of new oil processing capacity over the next 18
months on the west side of the Lake Washington field. Our merged 3-D seismic data offsets
around our fields in southern Louisiana have yielded success in our exploration and development
activities, as demonstrated recently by the very positive test results on the Newport #10 and
#8 wells in the Lake Washington area. Post stack depth migration of our 3-D data set covering
over 700 square miles in southern Louisiana, which includes Lake Washington and Bay de Chene,
is under way and, together with additional drilling results, should give us a better
understanding of Newports reservoirs. Production during July 2006 in our Bay de Chene and
Cote Blanche Island fields averaged over 12.5 MMcfe/d, which is about triple the rate of
production for these areas when we acquired them in 2004. We think that additional meaningful
growth is possible out of these two fields. The SL 340 #187 well awaiting completion in Cote
Blanche Island is a good example. This well has two gas pays and one possible oil pay.
We are now processing the recently completed 3-D seismic data acquisition in Cote Blanche
Island, which should greatly improve our ability to identify and target additional
opportunities in this area as well. Beginning in the second half of 2006 and continuing
through the next several years, we expect our drilling program to demonstrate reserves
potential in Bay De Chene and Cote Blanche Island similar to that of Lake Washington. Our
drilling program for the second half of 2006 is to drill deeper, higher impact wells in
southern Louisiana and additional development wells in South Texas and Toledo Bend, together
with an impactful New Zealand exploration program.
Results of Operations Three Months Ended June 30, 2006 and 2005
Revenues. Our revenues in the second quarter of 2006 increased by 41% compared to revenues
in the same period in 2005, due primarily to an increase in commodity prices and the production
increase principally from our Lake Washington field. Revenues from our oil and gas sales
comprised substantially all of net revenues for the second quarter of 2006 and 2005. In the
second quarter of 2006, oil production made up 60% of total production, natural gas made up
35%, and NGL represented 5%. In the second quarter of 2005, oil production made up 54% of
total production, natural gas made up 38%, and NGL represented 8%. The percentage of our total
production from oil increased as Lake Washington production, which is predominantly oil,
increased over second quarter of 2005 levels.
Our second quarter 2006 weighted average prices increased 35% to $8.91 per Mcfe from $6.60
in the second quarter of 2005, with oil prices appreciating 39% to $69.63 from $50.24, natural
gas prices increasing 3% to $4.79 from $4.67, and NGL prices rising 29% to $29.72 from $22.95.
26
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
The following table provides additional information regarding the changes in the sources
of our oil and gas sales and volumes for the periods ended June 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Area |
|
Oil and Gas Sales (In Millions) |
|
|
Net Oil and Gas Sales Volumes (Bcfe) |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
AWP Olmos |
|
$ |
13.3 |
|
|
$ |
13.0 |
|
|
|
1.8 |
|
|
|
1.9 |
|
Brookeland |
|
|
3.3 |
|
|
|
4.1 |
|
|
|
0.4 |
|
|
|
0.7 |
|
Lake Washington |
|
|
99.2 |
|
|
|
62.1 |
|
|
|
9.1 |
|
|
|
7.8 |
|
Masters Creek |
|
|
3.6 |
|
|
|
4.4 |
|
|
|
0.4 |
|
|
|
0.7 |
|
Other |
|
|
11.9 |
|
|
|
6.3 |
|
|
|
1.4 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Domestic |
|
$ |
131.3 |
|
|
$ |
89.9 |
|
|
|
13.1 |
|
|
|
11.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rimu/Kauri |
|
|
8.7 |
|
|
|
9.2 |
|
|
|
1.7 |
|
|
|
1.9 |
|
TAWN |
|
|
5.0 |
|
|
|
5.8 |
|
|
|
1.5 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total New Zealand |
|
$ |
13.7 |
|
|
$ |
15.0 |
|
|
|
3.2 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
145.0 |
|
|
$ |
104.9 |
|
|
|
16.3 |
|
|
|
15.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides additional information regarding our quarterly oil and gas
sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume |
|
Average Sales Price |
|
|
Oil |
|
NGL |
|
Gas |
|
Combined |
|
Oil |
|
NGL |
|
Gas |
|
|
(MBbl) |
|
(MBbl) |
|
(Bcf) |
|
(Bcfe) |
|
(Bbl) |
|
(Bbl) |
|
(Mcf) |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
1,554 |
|
|
|
70 |
|
|
|
3.3 |
|
|
|
13.1 |
|
|
$ |
69.40 |
|
|
$ |
40.85 |
|
|
$ |
6.12 |
|
New Zealand |
|
|
82 |
|
|
|
68 |
|
|
|
2.3 |
|
|
|
3.2 |
|
|
$ |
73.90 |
|
|
$ |
18.14 |
|
|
$ |
2.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,636 |
|
|
|
138 |
|
|
|
5.6 |
|
|
|
16.3 |
|
|
$ |
69.63 |
|
|
$ |
29.72 |
|
|
$ |
4.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
1,339 |
|
|
|
118 |
|
|
|
3.2 |
|
|
|
11.9 |
|
|
$ |
50.21 |
|
|
$ |
25.74 |
|
|
$ |
6.13 |
|
New Zealand |
|
|
87 |
|
|
|
91 |
|
|
|
2.9 |
|
|
|
4.0 |
|
|
$ |
50.82 |
|
|
$ |
19.30 |
|
|
$ |
3.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,426 |
|
|
|
209 |
|
|
|
6.1 |
|
|
|
15.9 |
|
|
$ |
50.24 |
|
|
$ |
22.95 |
|
|
$ |
4.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the second quarter of 2006, our $40.1 million increase in oil, NGL, and natural gas
sales resulted from:
|
|
|
Price variances that had a $33.4 million favorable impact on sales, of which $31.8 million
was attributable to the 39% increase in average oil prices received, $0.7 million was
attributable to the 3% increase in average gas prices received, and $0.9 million was
attributable to the 29% increase in average NGL prices received; and |
|
|
|
|
Volume variances that had a $6.7 million favorable impact on sales, with $10.5 million of
increases coming from the 209,000 Bbl increase in oil sales volumes, offset by $2.2
million of decreases due to the 0.5 Bcf decrease in gas sales volumes, and $1.6 million
of decreases attributable to the 71,000 Bbl decrease in NGL sales volumes. |
Costs and Expenses. Our expenses in the second quarter of 2006 increased $24.5 million,
or 39%,
27
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
compared to expenses in the same period of 2005. The increase was due to a $10.1 million
increase in DD&A as our depletable oil and gas property base increased, a $7.0 million increase
in lease operating costs due to increases in oil production and hurricane repair costs, and a
$5.3 million increase in severance and other taxes due to increased production volumes and
higher commodity prices in the second quarter of 2006.
Our second quarter 2006 general and administrative expenses, net, increased $2.6 million,
or 52%, from the level of such expenses in the same 2005 period. This increase was primarily
due to an expansion of our workforce and an increase in stock compensation expense resulting
from the adoption of SFAS No. 123R. Our stock compensation expense recorded in general and
administrative, net increased by $1.1 million, net of capitalized amounts, over second quarter
of 2005 levels. For the second quarters of 2006 and 2005, our capitalized general and
administrative costs, including capitalized stock compensation, totaled $6.6 million and $4.7
million, respectively. Our capitalized general and administrative expenses increased due to
the expansion of our workforce and the capitalization of stock compensation related to the
geological and geophysical workforce. Our net general and administrative expenses per Mcfe
produced increased to $0.47 per Mcfe in the second quarter of 2006 from $0.31 per Mcfe in the
same 2005 period. The portion of supervision fees recorded as a reduction to general and
administrative expenses was $2.2 million for the second quarter of 2006 and $2.1 million for
the 2005 period.
DD&A increased $10.1 million, or 35%, in the second quarter of 2006 from the level of
those expenses in the same period of 2005. Domestically, DD&A increased $9.4 million in the
second quarter of 2006 due to increases in the depletable oil and gas property base, including
future development costs and higher production in the 2006 period. In New Zealand, DD&A
increased by $0.7 million in the second quarter of 2006 due to increases in the depletable oil
and gas property base and lower reserves volumes, partially offset by lower production in the
2006 period. Our DD&A rate per Mcfe of production was $2.39 and $1.81 in the second quarters
of 2006 and 2005, respectively.
We recorded $0.2 million of accretions to our asset retirement obligation in both the
second quarters of 2006 and 2005.
Our lease operating costs per Mcfe produced were $1.14 in the second quarter of 2006 and
$0.73 in the second quarter of 2005. Our lease operating costs in the second quarter of 2006
increased $7.0 million, or 60%, over the level of such expenses in the same 2005 period.
Almost all of the increase was related to our domestic operations, which increased primarily
due to hurricane-related repair costs, higher production from our South Louisiana region, and
higher insurance costs. Our lease operating costs in New Zealand were $3.1 million in both the
second quarters of 2006 and 2005.
In the second quarter of 2006, severance and other taxes increased $5.3 million, or 49%,
over levels in the second quarter of 2005. The increase was due primarily to higher commodity
prices and increased Lake Washington production. Severance taxes on oil in Louisiana are 12.5%
of oil sales, which is higher than the other states where we have production. As our
percentage of oil production in Louisiana increases, the overall percentage of severance costs
to sales also increases. Severance and other taxes, as a percentage of oil and gas sales, were
approximately 11.0% and 10.2% in the second quarters of 2006 and 2005, respectively.
Our total interest cost in the second quarter of 2006 was $8.0 million, of which $2.2
million was capitalized. Our total interest cost in the second quarter of 2005 was also $8.0
million, of which $1.7 million was capitalized. We capitalize a portion of interest related to
unproved properties. The decrease of interest expense in the second quarter of 2006 was
primarily attributable to higher capitalized costs along with lower credit facility costs
resulting from a decrease in borrowings against the credit facility.
Our overall effective tax rate was 36.6% in the second quarter of 2006 and 33.3% in the
second quarter of 2005. The effective income tax rate for the second quarter of 2006 was
higher than the U.S. statutory rate primarily due to state income taxes, partially offset by
reductions from the New Zealand statutory rate attributable to the currency effect on the New
Zealand deferred tax calculation. The second quarter of 2005
rate is lower due to a favorable correction in the New Zealand basis of oil and gas
properties.
28
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Net Income. For the second quarter of 2006, our net income of $38.2 million was 37%
higher, and Basic EPS of $1.31 was 33% higher, than our second quarter of 2005 net income of
$27.9 million and Basic EPS of $0.98. Our Diluted EPS in the second quarter of 2006 of $1.27
was 32% higher than our second quarter 2005 Diluted EPS of $0.96. These higher amounts are due
to our increased oil and gas revenues, which in turn were higher due to continued strong
commodity prices and increased production during the second quarter of 2006.
Results of Operations Six Months Ended June 30, 2006 and 2005
Revenues. Our revenues in the first six months of 2006 increased by 42% compared to
revenues in the same period in 2005, due primarily to an increase in commodity prices and the
production increase principally from our Lake Washington field. Revenues from our oil and gas
sales comprised substantially all of net revenues for the first half of 2006 and 2005. In the
first six months of 2006, oil production made up 59% of total production, natural gas made up
35%, and NGL represented 6%. In the first six months of 2005, oil production made up 52% of
total production, natural gas made up 39%, and NGL represented 9%. The percentage of our total
production from oil increased as Lake Washington production, which is predominantly oil,
increased over 2005 levels.
Our first six months of 2006 weighted average prices increased 34% to $8.52 per Mcfe from
$6.38 in the first six months of 2005, with oil prices appreciating 33% to $65.26 from $49.00,
natural gas prices increasing 14% to $5.10 from $4.46, and NGL prices rising 20% to $30.04 from
$24.94.
The following table provides additional information regarding the changes in the sources
of our oil and gas sales and volumes for the six months ended June 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
Area |
|
Oil and Gas Sales (In Millions) |
|
|
Net Oil and Gas Sales Volumes (Bcfe) |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
AWP Olmos |
|
$ |
28.6 |
|
|
$ |
24.3 |
|
|
|
3.7 |
|
|
|
3.8 |
|
Brookeland |
|
|
7.6 |
|
|
|
8.1 |
|
|
|
1.0 |
|
|
|
1.4 |
|
Lake Washington |
|
|
184.6 |
|
|
|
113.5 |
|
|
|
17.8 |
|
|
|
14.6 |
|
Masters Creek |
|
|
7.6 |
|
|
|
9.1 |
|
|
|
0.9 |
|
|
|
1.5 |
|
Other |
|
|
20.9 |
|
|
|
11.7 |
|
|
|
2.5 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Domestic |
|
$ |
249.3 |
|
|
$ |
166.7 |
|
|
|
25.9 |
|
|
|
22.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rimu/Kauri |
|
|
17.4 |
|
|
|
21.7 |
|
|
|
3.3 |
|
|
|
4.3 |
|
TAWN |
|
|
13.2 |
|
|
|
12.0 |
|
|
|
3.7 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total New Zealand |
|
$ |
30.6 |
|
|
$ |
33.7 |
|
|
|
7.0 |
|
|
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
279.9 |
|
|
$ |
200.4 |
|
|
|
32.9 |
|
|
|
31.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
The following table provides additional information regarding our oil and gas sales
for the six months ended June 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume |
|
Average Sales Price |
|
|
Oil |
|
NGL |
|
Gas |
|
Combined |
|
Oil |
|
NGL |
|
Gas |
|
|
(MBbl) |
|
(MBbl) |
|
(Bcf) |
|
(Bcfe) |
|
(Bbl) |
|
(Bbl) |
|
(Mcf) |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
3,041 |
|
|
|
160 |
|
|
|
6.6 |
|
|
|
25.9 |
|
|
$ |
65.08 |
|
|
$ |
40.24 |
|
|
$ |
6.76 |
|
New Zealand |
|
|
206 |
|
|
|
130 |
|
|
|
5.0 |
|
|
|
7.0 |
|
|
$ |
68.02 |
|
|
$ |
17.44 |
|
|
$ |
2.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,247 |
|
|
|
290 |
|
|
|
11.6 |
|
|
|
32.9 |
|
|
$ |
65.26 |
|
|
$ |
30.04 |
|
|
$ |
5.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
2,523 |
|
|
|
262 |
|
|
|
6.2 |
|
|
|
22.9 |
|
|
$ |
48.79 |
|
|
$ |
29.05 |
|
|
$ |
5.78 |
|
New Zealand |
|
|
224 |
|
|
|
170 |
|
|
|
6.2 |
|
|
|
8.5 |
|
|
$ |
51.35 |
|
|
$ |
18.60 |
|
|
$ |
3.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,747 |
|
|
|
432 |
|
|
|
12.4 |
|
|
|
31.4 |
|
|
$ |
49.00 |
|
|
$ |
24.94 |
|
|
$ |
4.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the first six months of 2006, our $79.5 million increase in oil, NGL, and natural gas
sales resulted from:
|
|
|
Price variances that had a $61.7 million favorable impact on sales, of which $52.8 million
was attributable to the 33% increase in average oil prices received, $7.4 million was
attributable to the 14% increase in average gas prices received, and $1.5 million was
attributable to the 20% increase in average NGL prices received; and |
|
|
|
|
Volume variances that had a $17.8 million favorable impact on sales, with $24.5 million of
increases coming from the 500,000 Bbl increase in oil sales volumes, offset by $3.2
million of decreases due to the 0.7 Bcf decrease in gas sales volumes, and $3.5 million
of decreases attributable to the 141,000 Bbl decrease in NGL sales volumes. |
Costs and Expenses. Our expenses in the first six months of 2006 increased $47.0 million,
or 40%, compared to expenses in the same period of 2005. The increase was due to a $21.3
million increase in DD&A as our depletable oil and gas property base increased, a $10.8 million
increase in severance and other taxes due to increased production volumes and higher commodity
prices in 2006, and a $10.3 million increase in lease operating costs due to higher production
and hurricane repair costs.
Our first six months of 2006 general and administrative expenses, net, increased $5.4
million, or 55%, from the level of such expenses in the same 2005 period. This increase was
primarily due to an expansion of our workforce and an increase in stock compensation expense
resulting from the adoption of SFAS No. 123R. Our stock compensation expense recorded in
general and administrative, net increased by $2.7 million, net of capitalized amounts, over
first half 2005 levels. For the six months of 2006 and 2005, our capitalized general and
administrative costs, including capitalized stock compensation, totaled $12.6 million and $8.8
million, respectively. Our capitalized general and administrative expenses increased due to
the expansion of our workforce and the capitalization of stock compensation related to the
geological and geophysical workforce. Our net general and administrative expenses per Mcfe
produced increased to $0.47 per Mcfe in the first six months of 2006 from $0.31 per Mcfe in the
same 2005 period. The portion of supervision fees recorded as a reduction to general and
administrative expenses was $4.2 million for the second quarter of 2006 and $3.8 million for
the 2005 period.
DD&A increased $21.3 million, or 40%, in the first six months of 2006 from the level of
those expenses in the same period of 2005. Domestically, DD&A increased $19.8 million in the first six
months of 2006 due to
30
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
increases in the depletable oil and gas property base, including future
development costs and higher production in the 2006 period. In New Zealand, DD&A increased by
$1.5 million in the first six months of 2006 due to increases in the depletable oil and gas
property base and lower reserves volumes, partially offset by lower production in the 2006
period. Our DD&A rate per Mcfe of production was $2.26 and $1.69 in the first six months of
2006 and 2005, respectively.
We recorded $0.5 million and $0.4 million of accretions to our asset retirement obligation
in the first six months of 2006 and 2005, respectively.
Our lease operating costs per Mcfe produced were $1.00 in the first six months of 2006 and
$0.72 in the first six months of 2005. Our lease operating costs in the first six months of
2006 increased $10.3 million, or 46%, over the level of such expenses in the same 2005 period.
Almost all of the increase was related to our domestic operations, which increased primarily
due to higher production from our South Louisiana region, higher insurance costs, and hurricane
repair costs. Our lease operating costs in New Zealand increased in the first six months of
2006 by $0.3 million due to planned maintenance work at the Waihapa production station.
In the first six months of 2006, severance and other taxes increased $10.8 million, or
54%, over levels in the first six months of 2005. The increase was due primarily to higher
commodity prices and increased Lake Washington production. Severance taxes on oil in Louisiana
are 12.5% of oil sales, which is higher than the other states where we have production. As our
percentage of oil production in Louisiana increases, the overall percentage of severance costs
to sales also increases. Severance and other taxes, as a percentage of oil and gas sales, were
approximately 11.0% and 9.9% in the first half of 2006 and 2005, respectively.
Our total interest cost in the first six months of 2006 was $16.0 million, of which $4.3
million was capitalized. Our total interest cost in the first six months 2005 was $16.1
million, of which $3.5 million was capitalized. We capitalize a portion of interest related to
unproved properties. The decrease of interest expense in the first six months of 2006 was
primarily attributable to higher capitalized costs along with lower credit facility costs
resulting from a decrease in borrowings against the credit facility.
Our overall effective tax rate was 36.0% and 34.3% in the first six months of 2006 and
2005, respectively. The effective income tax rate for the first six months of 2006 was higher
than the U.S. statutory rate primarily due to state income taxes, partially offset by
reductions from the New Zealand statutory rate attributable to the currency effect on the New
Zealand deferred tax calculation. For the first six months of 2005, the rate is lower due to a
favorable correction in the New Zealand basis of oil and gas properties.
Net Income. For the first six months of 2006, our net income of $75.5 million was 41%
higher, and Basic EPS of $2.59 was 37% higher, than our first six months of 2005 net income of
$53.6 million and Basic EPS of $1.90. Our Diluted EPS in the first six months of 2006 of $2.52
was 36% higher than our first half of 2005 Diluted EPS of $1.86. These higher amounts are due
to our increased oil and gas revenues, which in turn were higher due to continued strong
commodity prices and increased production during the second quarter of 2006.
Share-Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment
utilizing the modified prospective approach. Prior to the adoption of SFAS No. 123R, we
accounted for stock option grants in accordance with APB No. 25, Accounting for Stock Issued
to Employees (the intrinsic value method), and accordingly, recognized no compensation expense
for employee stock option grants. The adoption of SFAS No. 123R will increase our compensation
expense related to employee stock option grants over prior period levels.
Under the modified prospective approach, SFAS No. 123R applies to new awards and to awards
that were outstanding on January 1, 2006 as well as those that are subsequently modified,
repurchased or cancelled. Under the modified prospective approach, compensation cost recognized
in the six months ended June 30, 2006 includes compensation cost for all share-based awards
granted prior to, but not yet vested as of
31
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
January 1, 2006, based on the grant-date fair value
estimated in accordance with the original provisions of SFAS No. 123, and compensation cost for
all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair
value estimated in accordance with the provisions of SFAS No. 123R. Prior periods were not
restated to reflect the impact of adopting the new standard.
As a result of adopting SFAS No. 123R on January 1, 2006, our income before taxes, net
income and basic and diluted earnings per share for the three months ended June 30, 2006, were
$0.8 million, $0.5 million, $0.02, and $0.02 lower, respectively, than if we had continued to
account for share-based compensation under APB Opinion No. 25 for our stock option grants. For
the six months ended June 30, 2006, income before taxes, net income and basic and diluted
earnings per share were $1.9 million, $1.2 million, $0.04, and $0.04 lower, respectively. Upon
adoption of SFAS 123R, we recorded an immaterial cumulative effect of a change in accounting
principle as a result of our change in policy from recognizing forfeitures as they occur to
recognizing expense based on our expectation of the amount of awards that will vest over the
requisite service period for our restricted stock awards. This amount was recorded in General
and Administrative, net in the accompanying condensed consolidated statements of operations.
We continue to use the Black-Scholes-Merton option pricing model to estimate the fair value of
stock-option awards with the following weighted-average assumptions for the indicated periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
39 |
% |
|
|
43 |
% |
|
|
40 |
% |
|
|
43 |
% |
Risk-free interest rate |
|
|
5.1 |
% |
|
|
3.9 |
% |
|
|
4.9 |
% |
|
|
3.8 |
% |
Expected life of options (in years) |
|
|
1.8 |
|
|
|
3.8 |
|
|
|
5.6 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average grant-date fair value |
|
$ |
9.71 |
|
|
$ |
11.16 |
|
|
$ |
19.33 |
|
|
$ |
10.27 |
|
The expected term has been calculated using the Securities and Exchange Commission
Staffs shortcut approach from Staff Accounting Bulleting No. 107. We have analyzed historical
volatility and based on analysis of all relevant factors use a three-year period to estimate
expected volatility of our stock option grants. We view all awards of stock compensation as a
single award with an expected life equal to the average expected life of component awards and
amortize the award on a straight-line basis over the life of the award.
At June 30, 2006, there was $5.1 million of unrecognized compensation cost related to
stock options, which are expected to be recognized over a weighted-average period of 1.9 years,
and unrecognized compensation expense of $9.6 million related to restricted stock awards which
are expected to be recognized over a weighted-average period of 2.3 years. The compensation
expense for restricted stock awards was determined based on the market price of our stock at
the date of grant applied to the total numbers of shares that were anticipated to fully vest.
32
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Contractual Commitments and Obligations
We had no material changes in our contractual commitments and obligations from December
31, 2005 amounts referenced under Contractual Commitments and Obligations in Managements
Discussion and Analysis in our Annual Report on form 10-K for the period ending December 31,
2005.
Commodity Price Trends and Uncertainties
Oil and natural gas prices historically have been volatile and are expected to continue to
be volatile in the future. The price of oil has increased over the last two years and is
currently significantly higher when compared to longer-term historical prices. Factors such as
worldwide supply disruptions, worldwide economic conditions, weather conditions, actions taken
by OPEC, and fluctuating currency exchange rates can cause wide fluctuations in the price of
oil. Domestic natural gas prices continue to remain higher when compared to longer-term
historical prices. North American weather conditions, the industrial and consumer demand for
natural gas, storage levels of natural gas, and the availability and accessibility of natural
gas deposits in North America can cause significant fluctuations in the price of natural gas.
Such factors are beyond our control.
Income Tax Regulations
The tax laws in the jurisdictions we operate in are continuously changing and professional
judgments regarding such tax laws can differ. As of June 30, 2006, we believe we will utilize
all of our domestic operating loss carryforwards during the 2006 tax year, and these amounts
are classified as current in the Deferred tax asset account on the accompanying balance
sheet.
On May 18, 2006 the State of Texas enacted a new tax bill that repeals the States
franchise tax for activity after calendar year 2006, replacing it with a margin tax. The
franchise tax is computed on both earned surplus (based on income) and taxable capital. The
Company accounts for the earned surplus portion of the franchise tax as an income tax. The
Company is accounting for the entire margin tax liability as an income tax.
The Company has recomputed its Texas income tax expense by applying the franchise tax
rules to its current income tax expense and recalculated its cumulative deferred income tax
following the new margin tax rules. This change did not result in a significant adjustment to
the Companys tax rate or its cumulative deferred tax liability.
Liquidity and Capital Resources
During the first six months of 2006, we relied upon our net cash provided by operating
activities of $183.8 million and proceeds from the sale of property and equipment of $20.3
million to fund capital expenditures of $183.9 million. During the first six months of 2005,
we relied upon our net cash provided by operating activities of $129.3 million to fund capital
expenditures of $101.8 million and to pay down our bank borrowings by $7.5 million.
Net Cash Provided by Operating Activities. For the first six months of 2006, our net cash
provided by operating activities was $183.8 million, representing a 42% increase as compared to
$129.3 million generated during the same 2005 period. The $54.5 million increase in the first
six months of 2006 was primarily due to an increase of $79.5 million in oil and gas sales,
attributable to higher commodity prices and production, offset in part by higher lease
operating costs due to higher production and hurricane repair costs and higher severance taxes
due to higher oil and gas revenues.
Accounts Receivable. We assess the collectibility of accounts receivable, and based on
our judgment, we accrue a reserve when we believe a receivable may not be collected. At both
June 30, 2006 and December 31,
33
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
2005, we had an allowance for doubtful accounts of less than
$0.1 million. The allowance for doubtful accounts has been deducted from the total Accounts
receivable balances on the accompanying balance sheets. Receivables related to insurance
reimbursement are computed in accordance with applicable accounting guidance; and we monitor
our costs incurred and their collectibility under our insurance policies and believe all
amounts recorded are recoverable.
Bank Credit Facility. We had no borrowings under our bank credit facility at June 30, 2006
and December 31, 2005. Our bank credit facility at June 30, 2006 consisted of a $400.0 million
revolving line of credit with a $250.0 million borrowing base. The borrowing base is
re-determined at least every six months and was reaffirmed by our bank group at $250.0 million,
effective May 1, 2006. We maintained the commitment amount at $150.0 million, which amount was
set at our request effective May 9, 2003. We can increase this commitment amount to the total
amount of the borrowing base at our discretion, subject to the terms of the credit agreement.
Our revolving credit facility includes, among other restrictions that changed somewhat as the
facility was renewed and extended, requirements to maintain certain minimum financial ratios
(principally pertaining to adjusted working capital ratios and EBITDAX), and limitations on
incurring other debt. We are in compliance with the provisions of this agreement.
Our access to funds from our credit facility is not restricted under any material adverse
condition clause, a clause that is common for credit agreements to include. A material
adverse condition clause can remove the obligation of the banks to fund the credit line if any
condition or event would reasonably be expected to have an adverse or material effect on our
operations, financial condition, prospects or properties, and would impair our ability to make
timely debt repayments. Our credit facility includes covenants that require us to report
events or conditions having a material adverse effect on our financial condition. The
obligation of the banks to fund the credit facility is not conditioned on the absence of a
material adverse effect.
Debt Maturities. Our credit facility extends until October 1, 2008. Our $150.0 million
of 7-5/8% senior notes mature July 15, 2011, and our $200.0 million of 9-3/8% senior
subordinated notes mature May 1, 2012.
Working Capital. Our working capital improved from a surplus of $16.6 million at December
31, 2005, to a surplus of $61.7 million at June 30, 2006. The improvement primarily resulted
from the reclassification of our deferred tax asset, an increase in cash balances, and an
increase in our accounts receivable balances, partially offset by an increase in accrued
capital costs due to an increase in our drilling and facility construction activities from
year-end 2005 levels.
Capital Expenditures. In the first six months of 2006, we relied upon our net cash
provided by operating activities of $183.8 million and proceeds from the sale of property and
equipment of $20.3 million to fund capital expenditures of $183.9 million. Our total capital
expenditures of approximately $183.9 million in the first six months of 2006 included:
Domestic expenditures of $147.7 million as follows:
|
|
|
$111.7 million for drilling and developmental activity costs, predominantly
in our Lake Washington and AWP areas; |
|
|
|
|
$26.6 million of domestic prospect costs, principally related to our Cote
Blanche Island seismic activities, prospect leasehold, and geological costs of
unproved prospects; |
|
|
|
|
$9.1 million primarily for leasehold improvements in our Houston office,
software, computer equipment, vehicles, furniture, and fixtures; |
|
|
|
|
and $0.3 million on gas processing plants. |
New Zealand expenditures of $36.2 million as follows:
34
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
|
|
|
$28.8 million for drilling and developmental activity costs; |
|
|
|
|
$6.6 million on prospect costs and geological costs of unproved properties; |
|
|
|
|
$0.6 million on gas processing plants; |
|
|
|
|
and $0.2 million for computer equipment, software, furniture, and fixtures. |
We successfully completed 25 of 35 wells in the first six months of 2006, for a success
rate of 71%. Domestically, we completed 23 of 31 wells for a success rate of 74%. A total of
12 wells were drilled in the Lake Washington area, of which 11 were completed, and 14 wells
were drilled in the AWP Olmos area, of which eight were completed. Four additional wells were
drilled successfully, one each, in Bay de Chene, Cote Blanche Island, South Bearhead Creek, and
Brookeland. In Alaska, we drilled an unsuccessful exploratory well. In New Zealand, we
drilled three development wells, two of which were completed, and drilled an unsuccessful
exploratory well. In New Zealand, two exploration wells, the Goss and Trapper prospects, began
testing in the second quarter of 2006. Both exploration prospects have intermediate depth
objectives currently being tested; however, the deeper objectives in both wells were deemed
non-commercial.
Our current 2006 capital expenditure budget was increased to $375 to $400 million, net of
$20 to $25 million of dispositions and excluding any acquisitions. Approximately 85% of the
2006 budget is targeted for domestic activities, with about 15% planned for activities in New
Zealand. We plan to spend $240 to $260 million in our South Louisiana region, which includes
Lake Washington, Bay de Chene and Cote Blanche Island. The $20 to $25 million of dispositions
relate to non-core properties and is inclusive of the $20 million sale of our minority interest
in the Brookeland and Masters Creek natural gas processing plants. We expect that our 2006
capital expenditures to approximate our cash flows provided from operating activities during
2006, as was the case in 2005. During 2006, we may utilize our free cash flow to expand our
capital budget and accelerate our drilling inventory plans to take advantage of current
commodity prices, potential acquisitions, debt repayment or stock repurchases. For 2006, we
are targeting an increase of 14% to 18% for total production and an increase of 5% to 8% for
proved reserves, over the 2005 levels.
For the last six months of 2006, we expect to make capital expenditures of approximately
$210 to $235 million. These estimated 2006 amounts include an increase due to higher drilling
and services costs over prior year levels. Capital expenditures for 2005 totaled $236 million.
If producing property acquisitions become attractive during the remaining six months of
2006, we could draw on our untapped bank credit facility or explore the use of debt and/or
equity offerings, along with using our cash flows in excess of capital expenditures, to fund
such activity.
During the last six months of 2006, we anticipate drilling or participating in the
drilling of up to an additional 8 to 10 wells in the Lake Washington area, 5 to 8 wells in the
Bay de Chene and Cote Blanche Island areas, 3 to 4 wells in South Bearhead Creek, and up to 8
wells in the AWP Olmos area. In addition, we plan on drilling 2 to 4 wells in New Zealand.
Our 2006 capital expenditures continue to be focused on developing and producing
long-lived reserves in South Louisiana, AWP Olmos, and Rimu/Kauri area. We expect our 2006
total production to increase over 2005 levels, primarily from our South Louisiana region. Our
production in the AWP Olmos area is expected to remain relatively flat. We expect production
in our other core areas to decrease as a limited amount of new drilling is currently budgeted
to offset the natural production decline of these properties.
In New Zealand, we signed a natural gas supply agreement that covers production from our
Rimu and Kauri wells for three and one-half years. The benefits of the new agreement are to
increase our sales price from the current price, termination of our existing sales agreements
which called for lower sales prices on our
35
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
natural gas production, and the ability to
separately market production from new Rimu/Kauri wells with our purchaser retaining a right of
first negotiation.
New Accounting Pronouncements
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections: a
replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires voluntary
changes in accounting principles to be applied retrospectively, unless it is impracticable.
SFAS No. 154s retrospective application requirement replaces APB 20s requirement to recognize
most voluntary changes in accounting principle by including in net income of the period of the
change the cumulative effect of changing to the new accounting principle. If retrospective
application for all prior periods is impracticable, the method used to report the change and
the reason the retrospective application is impracticable are to be disclosed.
Under SFAS No. 154, retrospective application will be the transition method in the unusual
instance that a newly issued accounting pronouncement does not provide specific transition
guidance. It is expected that many pronouncements will specify transition methods other than retrospective. SFAS
No. 154 is effective for accounting changes made in fiscal years beginning after December 15,
2005, and the adoption of this statement had no impact on our financial position or results of
operations.
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No. 109. This Interpretation
provides guidance for recognizing and measuring uncertain tax positions, as defined in SFAS No.
109, Accounting for Income Taxes. FIN No. 48 prescribes a threshold condition that a tax
position must meet for any of the benefit of the uncertain tax position to be recognized in the
financial statements. Guidance is also provided regarding derecognition, classification and
disclosure of these uncertain tax positions. FIN No. 48 is effective for fiscal years beginning
after December 15, 2006. The Company has not yet determined what, if any, impact this
interpretation will have on its financial position or results of operations.
36
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Continued
SWIFT ENERGY COMPANY AND SUBSIDIARIES
Forward Looking Statements
The statements contained in this report that are not historical facts are forward-looking
statements as that term is defined in Section 21E of the Securities and Exchange Act of 1934,
as amended. Such forward-looking statements may pertain to, among other things, financial
results, capital expenditures, drilling activity, development activities, cost savings,
production efforts and volumes, hydrocarbon reserves, hydrocarbon prices, liquidity, regulatory
matters and competition. Such forward-looking statements generally are accompanied by words
such as plan, future, estimate, expect, budget, predict, anticipate, projected,
should, believe or other words that convey the uncertainty of future events or outcomes.
Such forward-looking information is based upon managements current plans, expectations,
estimates and assumptions, upon current market conditions, and upon engineering and geologic
information available at this time, and is subject to change and to a number of risks and
uncertainties, and therefore, actual results may differ materially. Among the factors that
could cause actual results to differ materially are the uncertainty of finding, replacing,
developing or acquiring reserves; adequate availability of skilled personnel, services and
supplies; hurricanes or tropical storms affecting operations; the uncertainty of drilling
results and reserves estimates; operating hazards; requirements for capital; general economic
conditions; volatility in oil and gas prices; fluctuations of the prices received or demand for
our oil and natural gas; changes in geologic or engineering information; changes in market
conditions; competition and government regulations; as well as the risks and uncertainties
discussed herein, and set forth from time to time in our other public reports, filings and
public statements. Also, because of the volatility in oil and gas prices and other factors,
interim results are not necessarily indicative of those for a full year.
37
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Commodity Risk
Our major market risk exposure is the volatile commodity pricing applicable to our oil and
natural gas production. Realized commodity prices received for such production are primarily
driven by the prevailing worldwide price for crude oil and spot prices applicable to natural
gas. The effects of such pricing volatility are expected to continue.
Our price-risk management policy permits the utilization of derivative instruments (such
as futures, forward contracts, swaps, and option contracts such as floors and collars) to
mitigate price risk associated with fluctuations in oil and natural gas prices. Below is a
description of the derivative instruments we have utilized to hedge our exposure to price risk.
Price Floors At June 30, 2006, we had in place price floors in effect through the December
2006 contract month for oil, which are expected to cover approximately 35% to 40% of our
domestic oil production for July 2006 through December 2006. The oil floors cover notional
volumes of 1,350,000 barrels, and expire at various dates from July 2006 to December 2006,
with a weighted average floor price of $63.91 per barrel.
New Zealand Gas Contracts All of our current gas production in New Zealand is sold
under long-term, fixed-price contracts denominated in New Zealand dollars. These contracts
protect against price volatility, and our revenue from these contracts will vary only due
to production fluctuations and foreign exchange rates.
Customer Credit Risk
We are exposed to the risk of financial non-performance by customers. Our ability to
collect on sales to our customers is dependent on the liquidity of our customer base. To manage
customer credit risk, we monitor credit ratings of customers and seek to minimize exposure to
any one customer where other customers are readily available. Due to availability of other
purchasers, we do not believe that the loss of any single oil or gas customer would have a
material adverse effect on our financial position or results of operations.
Foreign Currency Risk
We are exposed to the risk of fluctuations in foreign currencies, most notably the New
Zealand dollar. Fluctuations in rates between the New Zealand dollar and U.S. dollar may
impact our financial results from our New Zealand subsidiaries since we have receivables,
liabilities, natural gas and NGL sales contracts, and New Zealand income tax obligations, all
denominated in New Zealand dollars.
Interest Rate Risk
Our Senior Notes due 2011 and Senior Subordinated Notes due 2012 have fixed interest
rates; consequently we are not exposed to cash flow risk from market interest rate changes on
these notes. However, there is a risk that market rates will decline and the required interest
payments on our Senior Notes and Senior Subordinated Notes may exceed those payments based on
the current market rate. At June 30, 2006, we had no borrowings under our credit facility,
which is subject to floating rates and therefore susceptible to interest rate fluctuations.
The result of a 10% fluctuation in the banks base rate would constitute 83 basis points and
would not have a material adverse effect on our 2006 cash flows based on this same level or a
modest level of borrowing.
38
Item 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to
be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission
rules and forms. Our chief executive officer and chief financial officer have evaluated our
disclosure controls and procedures as of the end of the period covered by this report and have
concluded that such disclosure controls and procedures are effective in ensuring that material
information required to be disclosed in this report is accumulated and communicated to them and our
management to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during the first six
months of 2006 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
39
SWIFT ENERGY COMPANY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
No material legal proceedings are pending other than ordinary, routine litigation incidental to the
Companys business.
Item 1A. Risk Factors.
There have been no material changes in our risk factors from those disclosed in our 2005 Annual
Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Our annual meeting of shareholders was held on May 9, 2006. At the record date, 29,102,162 shares
of common stock were outstanding and entitled to one vote per share upon all matters submitted at
the meeting. At the annual meeting, Raymond E. Galvin was elected to serve as a director of Swift
Energy for a one year term to expire at the 2007 annual meeting of shareholders. Clyde W. Smith,
Jr., Terry E. Swift and Charles J. Swindells were elected to serve as directors of Swift Energy for
three year terms to expire at the 2009 annual meeting of shareholders. These directors were
elected by the following votes:
|
|
|
|
|
|
|
|
|
NOMINEES FOR DIRECTORS |
|
FOR |
|
WITHHELD |
Raymond E. Galvin |
|
|
25,606,262 |
|
|
|
1,214,577 |
|
Clyde W. Smith, Jr. |
|
|
23,361,765 |
|
|
|
3,459,074 |
|
Terry E. Swift |
|
|
23,281,261 |
|
|
|
3,539,578 |
|
Charles J. Swindells |
|
|
25,526,905 |
|
|
|
1,293,934 |
|
The following two proposals were also approved at the annual meeting:
|
|
|
|
|
|
|
|
|
|
|
FOR |
|
|
ABSTAIN |
|
Approval to amend Swift Energy Companys 2005
Stock Compensation Plan to increase the number of
shares of common stock available for awards under
the plan by up to 850,000 additional shares |
|
|
20,175,519 |
|
|
|
22,458 |
|
Approval of Ratification of Ernst & Young LLP as
Swift Energy Companys Independent Auditors for
the fiscal year ending December 31, 2006 |
|
|
26,730,413 |
|
|
|
8,215 |
|
Item 5. Other Information.
On July 31, 2006, the Board of Directors of Swift Energy approved, ratified, and confirmed the
Employee Stock Purchase Plan, Amended and Restated, effective as of June 1, 2006 (the ESPP). The
amendments made to the ESPP were (i) to change the Plan Year (as defined in the Plan) to a calendar year
beginning
40
January 1 and ending December 31, (ii) to make all full-time Employees (as defined in the
ESPP) at the beginning of each Plan Year eligible to participate in the ESPP, (iii) to allow
Participants (as defined in the ESPP) to make quarterly decreases to their payroll deduction
percentages and to disallow Participants to make quarterly increases in their payroll deduction
percentages, and (iv) to make the Purchase Price of the ESPP shares equal to 85% of the lower of
the fair market value of the stock on the first day of the Plan Year or the last day of the Plan
Year. The ESPP is attached as an exhibit to this report.
Item 6. Exhibits.
|
|
|
|
|
|
|
10.1*
|
|
Employee Stock Purchase Plan (amended and restated as of June 1, 2006) |
|
|
|
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
32*
|
|
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
SWIFT ENERGY COMPANY
(Registrant) |
|
|
|
|
|
|
|
|
|
Date: August 4, 2006
|
|
By:
|
|
(original signed by) |
|
|
|
|
|
|
|
|
|
|
|
Alton D. Heckaman, Jr.
Executive Vice President & Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Date: August 4, 2006
|
|
By:
|
|
(original signed by) |
|
|
|
|
|
|
|
|
|
|
|
David W. Wesson
Controller & Principal Accounting Officer |
|
|
42
EXHIBIT INDEX
Exhibits.
|
|
|
|
|
|
|
10.1*
|
|
Employee Stock Purchase Plan (amended and restated as of June 1, 2006) |
|
|
|
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
32*
|
|
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |