-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A73BQ2mvKj1xx1qaRuAPVTEVTKBIcUpTaZPrRC8FTJvTkUaU4t9fD/ST65JDAJBF PvOO2A/VUctw6LN3TCSY6Q== 0000007332-03-000020.txt : 20030218 0000007332-03-000020.hdr.sgml : 20030217 20030218080346 ACCESSION NUMBER: 0000007332-03-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ENERGY CO CENTRAL INDEX KEY: 0000007332 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 710205415 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08246 FILM NUMBER: 03569974 BUSINESS ADDRESS: STREET 1: 2350 N. SAM HOUSTON PARKWAY EAST STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816184700 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS WESTERN GAS CO DATE OF NAME CHANGE: 19790917 8-K 1 swn021803form8k.htm SWN FORM 8-K PRESS RELEASES UNITED STATES

 

 
 
 
 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 
 

 

 
 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

 

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)   February 17, 2003  

 
 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 
 

Arkansas

1-8246

71-0205415

(State of incorporation

(Commission

(I.R.S. Employer

or organization)

File Number)

Identification No.)

 

2350 N. Sam Houston Pkwy. E., Suite 300, Houston, Texas 77032

(Address of principal executive offices, including zip code)

 

(281) 618-4700

(Registrant's telephone number, including area code)

 

No Change

(Former name, former address and former fiscal year; if changed since last report)

 
 
 
 
 

- 1 -

 


Item 5.     

Other Events

Southwestern Energy Company announced on February 17, 2003 its fourth quarter results and year-end 2002 financial and operating results.  For additional information see exhibit 99.1.

Southwestern Energy Company announced on February 17, 2003 that it intends to publicly offer and sell 5,500,000 newly issued shares of its common stock. Southwestern also expects to grant the underwriters of the offering an option to purchase up to 825,000 additional shares of common stock to cover over-allotments, if any. Proceeds from the offering will be used to accelerate the development drilling of the Company's Overton Field in East Texas.  For additional information see exhibit 99.2.


Item 7.(c)    

Exhibits

(99.1) Press release dated February 17, 2003, announcing fourth quarter and year-end 2002 financial and operation results.

(99.2) Press release dated February 17, 2003, announcing Southwestern Energy Company's intention to offer common stock under shelf registration statement.

(99.3) Press release dated February 17, 2003, announcing capital program and providing guidance for 2003.


Item 9.

Regulation FD Disclosures

            Southwestern Energy Company is furnishing under Item 9 of this Current Report on Form 8-K the information included as exhibit 99.3 to this report.

Note: The information in this report (including the exhibit) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

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.

 

SOUTHWESTERN ENERGY COMPANY

Registrant

 
 

DATE:

    February 18, 2003   

BY:

                   /s/ GREG D. KERLEY

Greg D. Kerley

Executive Vice President

and Chief Financial Officer

 

 

Exhibit Index

Exhibit No.

Description

 
99.1 Press release dated February 17, 2003, announcing fourth quarter and year-end 2002 financial and operating results.
 
99.2 Press release dated February 17, 2003, announcing Southwestern Energy Company's intention to offer common stock under shelf registration statement.
 
99.3 Press release dated February 17, 2003, announcing capital program and providing guidance for 2003.

- 2 -

EX-99 3 exhibit991.htm SWN PRESS RELEASE - EARNINGS 2350 N

EXHIBIT 99.1

2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(281) 618-4700 Fax: (281) 618-4820

 

NEWS RELEASE

 

SOUTHWESTERN ENERGY ANNOUNCES FOURTH QUARTER AND
YEAR-END 2002 FINANCIAL AND OPERATING RESULTS

        Houston, Texas - February 17, 2003...Southwestern Energy Company (NYSE: SWN) today announced net income for the year ended December 31, 2002 of $14.3 million, or $0.55 per diluted share, compared to $35.3 million or $1.38 per diluted share in 2001. Operating income was $46.5 million and EBITDA(1) was $99.8 million in 2002 compared to $82.7 million and $134.6 million, respectively, in 2001. Our financial results declined in 2002 primarily due to lower realized gas and oil prices and slightly increased operating expenses.

        For the fourth quarter of 2002, Southwestern reported net income of $4.6 million, or $0.17 per diluted share. This compares to net income of $7.4 million, or $0.29 per diluted share, for the same period in 2001. Operating income and EBITDA(1) were $12.8 million and $25.8 million during the fourth quarter of 2002, compared to $17.8 million and $31.8 million in the fourth quarter of 2001. Lower realized gas prices and a decline in production in the Company's E&P segment combined with increased expenses in the utility segment led to the declines. For the fourth quarter of 2002, our revenues decreased by $5.2 million due to our natural gas and crude oil commodity price hedges, including a $1.2 million reduction related to the ineffectiveness of the Company's hedge position at December 31, 2002 recorded pursuant to FAS No. 133. This compares to a revenue increase of $10.5 million from the Company's commodity price hedges in the prior year period.

        "Despite the drop in our earnings due to lower realized oil and gas prices, we had very solid operating results from our E&P segment during 2002," stated Harold M. Korell, President and Chief Executive Officer of Southwestern Energy. "We were able to replace 209% of our 2002 production at a finding cost of $1.02 per Mcfe. Our production for 2002 increased slightly over 2001 levels, despite the production declines we experienced in South Louisiana and the loss of production due to the sale of our Mid-Continent properties in the fourth quarter. Additionally, in November 2002, we set the stage for improved operating results for our utility segment by filing for an $11.0 million

1

rate increase request with the Arkansas Public Service Commission. We expect that any increase granted would become effective in September 2003."

 

Solid Reserve Replacement at Excellent Finding Costs Highlight E&P Efforts

        As previously reported, the Company replaced 209% of production in 2002 by adding an estimated 83.7 Bcf equivalent (Bcfe) of proved oil and gas reserves at a finding and development cost of $1.02 per Mcfe, excluding reserve revisions. The Company's finding cost, including the effect of net upward reserve revisions due to higher year-end commodity prices, was $0.99 per Mcfe in 2002. For the period ending December 31, 2002, our three-year average reserve replacement ratio was 210% and our three-year average finding and development cost was $1.04 per Mcfe, excluding reserve revisions. Including reserve revisions, these three-year averages were 193% and $1.13 per Mcfe, respectively.

        The Company's proved oil and gas reserves were 415.3 Bcfe at December 31, 2002, as compared to 402.0 Bcfe at the end of 2001. Natural gas comprised 90% of the Company's proved reserves at the end of 2002, and 77% of the Company's reserves were classified as proved, developed.

        Using posted commodity prices in effect at year-end 2002 of $4.74 per Mcf of gas and $31.20 per barrel of oil and adjusted for market differentials, Southwestern's standardized measure of discounted future cash flows relating to proved oil and gas reserves was $501.6 million at December 31, 2002, compared to $308.2 million at the end of 2001. The posted prices in effect at year-end 2001 were $2.65 per Mcf of gas and $19.84 per barrel of oil. The pre-tax discounted value of the Company's oil and gas reserves was $694.1 million at year-end 2002 compared to $394.5 million at the end of 2001.

        Gas and oil production for the three months ended December 31, 2002 was 9.5 Bcfe, compared to 10.0 Bcfe in the third quarter of 2002 and 10.5 Bcfe for the fourth quarter of 2001. The decline from the third quarter relates to the sale of the Company's non-strategic Mid-Continent properties in the fourth quarter of 2002. After adjusting for the sale, production for the fourth quarter would have been equal to the third quarter of 2002. For the year ended December 31, 2002, Southwestern reported production of 40.1 Bcfe, up from 39.8 Bcfe in 2001.

        During the fourth quarter of 2002, our commodity hedges reduced our average realized gas price by $0.52 per Mcf, to $3.33 per Mcf. During the fourth quarter of 2001, the Company's favorable commodity hedge position had the effect of increasing our average realized gas price by

2

$1.09 per Mcf, to $3.50 per Mcf. For the full-year 2002, Southwestern's average gas price was $3.00 per Mcf compared to $3.85 per Mcf in 2001. Our commodity hedging activities lowered our average gas price $0.11 per Mcf in 2002 and $0.31 per Mcf in 2001. Our average oil price was $21.02 per barrel in 2002, compared to $23.55 per barrel in 2001, including the effects of hedges. Our hedging activities lowered our average oil price $2.92 per barrel in 2002 and $0.03 per barrel in 2001.

        We invested a total of $85.2 million in our E&P program and participated in drilling 65 wells during 2002. Of these drilled wells, 45 were successful, 16 were dry and four wells were still in progress at year-end. Our investments were divided between our core areas of operations with $18.2 million invested in the Arkoma Basin, $33.6 million in East Texas, $5.4 million in the Permian Basin and Mid-Continent areas, and $28.0 million in the Gulf Coast. In the Arkoma Basin, the Company participated in 25 wells and 41 workovers which added 18.3 Bcf at a finding and development cost of $0.99 per Mcf. In East Texas, the Company drilled a total of 15 wells at the Overton Field and three wells at South Overton and all 18 wells were successful. The Company added reserves totaling 56.4 Bcfe in this area during 2002 at a finding and development cost of $0.60 per Mcfe.

        In the Gulf Coast region, Southwestern participated in nine wells, of which three were successful. The Company was also active during 2002 in acquiring seismic data to facilitate future exploration in South Louisiana. Southwestern completed its 135-square mile Duck Lake 3-D seismic project located in St. Martin and St. Mary Parishes and is currently interpreting that data for prospects to be drilled later in 2003 and beyond. Southwestern is the operator of this project, holding a 50% working interest.

 

Utility Operating Income Declines Due to Increased Costs

        Operating income for Southwestern's utility systems was $2.9 million for the three months ended December 31, 2002, down from $4.1 million for the same period in 2001. Operating income for the utility systems was $7.6 million for the year ended December 31, 2002, compared to $10.3 million in 2001. The declines in the utility's operating income were primarily the result of higher insurance and pension expenses incurred during 2002. Weather during calendar 2002 was 2% warmer than normal and 8% colder than the prior year. The utility filed an $11.0 million rate

3

increase request with the Arkansas Public Service Commission in November 2002 and expects that any increase granted would be effective in September 2003.

        Our gas marketing operations added $2.7 million in operating income in both 2002 and 2001. The Company's current marketing and transportation operations relate primarily to the marketing of our own gas production and some third-party gas that is sold primarily to industrial customers connected to our gas distribution systems. During 2002, the Company marketed 45.5 Bcf, down from 49.6 Bcf in 2001.

 

  1. EBITDA is defined as net income plus interest, income tax expense, depreciation, depletion and amortization. Southwestern has included information concerning EBITDA because it is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in the energy industry. EBITDA should not be considered in isolation or as a substitute for net income, net cash provided by operating activities or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. EBITDA as defined above may not be comparable to similarly titled measures of other companies. The Company believes that operating income is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined. The table below reconciles EBITDA with operating income as derived from the Company's financial information.

 

4th Quarter

Fiscal Year

2002

2001

2002

2001

Operating income $  12,772  $  17,792   $  46,505  $   82,669 
Depreciation, depletion and amortization 13,273  14,901   55,352  53,641 
Other income (expense) 32  (637)  (566) (799)
Minority interest

(326)

(285) 

(1,454)

(930)

EBITDA $  25,751  $  31,771   $  99,837  $ 134,581 

 

        Southwestern's management will host a teleconference call on Tuesday, February 18, at 10:00 a.m. EST to discuss the Company's fourth quarter and year-end 2002 results. The toll-free number to call is 800-289-0572 and the reservation number is 462898. The teleconference can also be heard "live" over the Internet at the Company's website: http://www.swn.com. RealPlayer 8 Basic is required to listen to the teleconference and can be downloaded from the website.

        Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in oil and gas exploration and production, natural gas gathering, transmission, and marketing, and natural gas distribution. Additional information on the Company can be found on the Internet at http://www.swn.com.

Contacts:

Greg D. Kerley
Executive Vice President
and Chief Financial Officer
(281) 618-4803
Brad D. Sylvester, CFA
Manager, Investor Relations
(281) 618-4897

4

        All statements, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the timing and extent of changes in commodity prices for gas and oil, the timing and extent of the Company's success in discovering, developing, producing, and estimating reserves, property acquisition or divestiture activities that may occur, the effects of weather and regulation on the Company's gas distribution segment, increased competition, legal and economic factors, governmental regulation, the financial impact of accounting regulations and critical accounting policies, changing market conditions, the comparative cost of alternative fuels, conditions in capital markets and changes in interest rates, availability of oil field services, drilling rigs, and other equipment, as well as various other factors beyond the Company's control, and any other factors listed in the reports the Company has filed with the Securities and Exchange Commission. A discussion of these and other factors affecting the Company's performance is included in the Company's periodic reports filed with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2002 that will be filed on February 18, 2003.

 

Financial Summary Follows

# # #

5

OPERATING STATISTICS

Page 1 of 5

Southwestern Energy Company and Subsidiaries
   
 

Three Months

 

(unaudited)

Twelve Months

Periods Ended December 31

2002

2001

2002

2001

Exploration & Production
Production
  Affiliated gas sales (MMcf) 1,515  1,419  5,390  5,075 
  Unaffiliated gas sales (MMcf) 7,127  7,960  30,582  30,402 
     Total gas production (MMcf) 8,642  9,379  35,972  35,477 
 
Oil Production (MBbls) 139  184  682  719 
 
Total equivalent production (MMcfe) 9,476  10,483  40,064  39,791 
Commodity Prices  
  Average realized gas price per Mcf $3.33  $3.50  $3.00  $3.85 
  Average realized oil price per Bbl $21.61  $20.28  $21.02  $23.55 
Operating Expenses per Mcfe  
  Lease operating expenses $0.50  $0.45  $0.45  $0.45 
  Taxes, other than income taxes $0.25  $0.12  $0.19  $0.17 
  General and administrative expenses $0.49  $0.39  $0.32  $0.34 
  Full cost pool amortization $1.17  $1.20  $1.16  $1.14 
Marketing
Gas volumes marketed (MMcf) 9,329  12,726  45,550  49,603 
Gas Distribution
Deliveries (Bcf)
  Sales volumes 5.6  5.0  16.7  17.0 
  End-use transportation 2.3  1.9  8.4  7.0 
  Off-system transportation 0.2  0.5  2.2  3.1 
     Total deliveries 8.1  7.4  27.3  27.1 
Average number of customers 134,807  134,446  136,747  134,041 
Average sales rate per Mcf $8.39  $6.13  $6.49  $8.26 
Heating weather - degree days 1,659  1,276  3,950  3,654 
                          - percent of normal 109%  84%  98%  91% 

 


 

STATEMENTS OF OPERATIONS Page 2 of 5
Southwestern Energy Company and Subsidiaries

Three Months

 

(unaudited)

Twelve Months

Periods Ended December 31

2002

2001

2002

2001

 

($ in thousands, except per share amount)

Operating Revenues
Gas Sales $    57,860  $    59,419  $  198,108  $  248,952 
Gas Marketing 9,761  7,735  41,709  71,839 
Oil Sales 3,013  3,740  14,340  16,932 
Gas transportation and other 2,115  1,485  7,345  7,204 
  72,749  72,379  261,502  344,927 
Operating Costs and Expenses
Gas purchases - utility 16,618  13,544  48,388  68,161 
Gas purchases - marketing 8,513  6,912  37,927  68,010 
Operating expenses 9,862  9,920  38,154  39,035 
General and administrative expenses 9,095  7,617  26,446  25,073 
Depreciation, depletion and amortization 12,931  14,744  53,992  52,899 
Taxes, other than income taxes 2,958  1,850  10,090  9,080 
  59,977  54,587  214,997  262,258 
Operating Income 12,772  17,792  46,505  82,669 
Interest Expense
Interest on long-term debt 5,455  5,362  21,664  23,920 
Other interest charges 340  365  1,285  1,374 
Interest capitalized (468) (360) (1,483) (1,595)
  5,327  5,367  21,466  23,699 
Other Income (Expenses) 32  (637) (566) (799)
Income Before Income Taxes & Minority Interest 7,477  11,788  24,473  58,171 
Minority Interest in Partnership (326) (285) (1,454) (930)
Income Before Income Taxes 7,151  11,503  23,019  57,241 
Provision for Income Taxes
  Current
  Deferred 2,599  4,079  8,708  21,917 
  2,599  4,079  8,708  21,917 
Net Income $      4,552  $      7,424  $      14,311 $    35,324 
 
Earnings Per Share:
  Basic $0.18  $0.29  $0.57  $1.40 
  Diluted $0.17  $0.29  $0.55  $1.38 
Weighted Average Common Shares Outstanding:
  Basic 25,326,358  25,224,894  25,226,580  25,198,105 
  Diluted 26,117,878  25,629,385  26,052,238  25,601,110 

 


 

BALANCE SHEETS

Page 3 of 5

Southwestern Energy Company and Subsidiaries
 
December 31

2002

2001

($ in thousands)

ASSETS
 
Current Assets $      76,138  (1) $      93,204 

(1)

Investments 15,287  15,538 
Property, Plant and Equipment, at cost 1,291,559  1,225,620 
Less: Accumulated depreciation, depletion and amortization 659,398  605,790 
  632,161  619,830 
Other Assets 16,576  14,551 

(1)

  $     740,162  $    743,123 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current Liabilities $      74,557 

(2)

$      71,468 

(2)

Long-Term Debt 342,400  350,000 
Deferred Income Taxes 116,591  122,381 
Other Liabilities 16,671 

(2)

3,187 

(2)

Commitments and Contingencies      
Minority Interest in Partnership 12,455  13,001 
Shareholders' Equity
Common stock, $.10 par value; authorized 75,000,000 shares,
  issued 27,738,084 shares 2,774  2,774 
Additional paid-in capital 19,130  19,764 
Retained earnings 197,988  183,677 
Accumulated other comprehensive income (loss) (17,358)

(3)

5,763 

(3)

202,534  211,978 
Less: Common stock in treasury, at cost, 1,793,456 shares in 2002
            and 2,261,766 shares in 2001 19,981  25,196 
         Unamortized cost of restricted shares issued under stock incentive
            plans, 498,123 shares in 2002 and 416,537 shares in 2001 5,065  3,696 
  177,488  183,086 
  $    740,162  $    743,123 
 
(1) Currents assets include $3.1 million in 2002 and$15.2 million in 2001, and other assets include $1.0 million in 2001, related to the Company's hedging activities.  These amounts were recorded under the provisions of SFAS No. 133.
(2) Current liabilities include $23.5 million in 2002 and $7.0 million in 2001, and other liabilities include $3.6 million in 2002 and $.1 million in 2001 related to the Company's hedging activities. These amounts were recorded under the provisions of SFAS No. 133.
(3) Accumulated other comprehensive income (loss) includes a loss of $14.0 million in 2002 and income of $5.8 million in 2001 for the Company's net of tax position of its cash flow commodity price and interest rate hedges required to be recorded under the provisions of SFAS No. 133. A loss of $3.4 million was also recorded in 2002 related to the Company's pension plan.

 


 

STATEMENTS OF CASH FLOWS

Page 4 of 5

Southwestern Energy Company and Subsidiaries

Twelve Months

Periods Ended December 31

2002

2001

 

($ in thousands)

Cash Flows From Operating Activities
Net Income $      14,311  $      35,324 
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation, depletion and amortization 56,399  54,505 
     Deferred income taxes 8,708  21,917 
     Ineffectiveness of cash flow hedges 1,121 
     Equity in loss of NOARK partnership 251  1,484 
     Minority interest in partnership (1,015) (533)
     Change in assets and liabilities (2,201) 31,886 
Net cash provided by operating activities 77,574  144,583 
 
Cash Flows From Investing Activities
Capital expenditures (92,062) (106,060)
Sale of natural gas and oil properties 26,415 
Investment in NOARK partnership (1,449)
Increase in gas stored underground (349) (4,179)
Other items 1,527  826 
Net cash used in investing activities (64,469) (110,862)
 
Cash Flow From Financing Activities
Payments on revolving long-term debt (204,100) (248,500)
Borrowings under revolving long-term debt 196,500  202,500 
Change in bank drafts outstanding (9,880)
Proceeds from exercise of common stock options 1,955 
Contributions from minority interest owner in partnership 469  13,534 
Net cash used in financing activities (15,056) (32,466)
 
Increase (decrease) in cash (1,951) 1,255 
Cash at beginning of year 3,641  2,386 
Cash at end of year $         1,690  $         3,641 

 


 

SEGMENT INFORMATION

Page 5 of 5

Southwestern Energy Company and Subsidiaries
 

Exploration

Marketing,

and

Gas

Transportation

Production

Distribution

and Other

Eliminations

Total

($ in thousands)

Quarter Ending December 31, 2002 (unaudited)
 
Revenues $   32,046  $   37,447  $      32,906  $  (29,650) $   72,749 
  Gas purchases 23,078  31,547  (29,494) 25,131 
  Operating expenses 4,757  5,142  (37)  9,862 
  General and administrative expenses 4,644  4,269  358  (176) 9,095 
  Depreciation, depletion and amortization 11,301  1,555  75  12,931 
  Taxes, other than income taxes 2,394  542  22  2,958 
Operating Income $     8,950  $     2,861  $         904  $          57  $   12,772 
   
Capital Investments $   21,807  $     1,906  $         520  $             -  $   24,233 
 
Quarter Ending December 31, 2001 (unaudited)
 
Revenues $   36,419  $   32,239  $     28,297  $  (24,576) $   72,379 
  Gas purchases 17,522  27,362  (24,428) 20,456 
  Operating expenses 4,763  5,188  (31) 9,920 
  General and administrative expenses 4,132  3,327  329  (171) 7,617 
  Depreciation, depletion and amortization 13,101  1,559  84  14,744 
  Taxes, other than income taxes 1,256  571  23  1,850 
Operating Income $   13,167  $     4,072  $          499  $          54  $   17,792 
 
Capital Investments $   25,461  $     2,034  $       1,422  $            -   $   28,917 
 
Twelve Months Ending December 31, 2002
 
Revenues $ 122,207  $ 115,850  $   131,514  $(108,069) $ 261,502 
  Gas purchases 66,486  127,285  (107,456) 86,315 
  Operating expenses 17,944  20,349  (139) 38,154 
  General and administrative expenses 12,806  13,008  1,163  (531) 26,446 
  Depreciation, depletion and amortization 47,680  6,115  197  53,992 
  Taxes, other than income taxes 7,729  2,329  32  10,090 
Operating Income $   36,048  $     7,563  $       2,837  $          57  $   46,505 
 
Capital Investments $   85,201  (1) $     6,115  $          746  $             -  $   92,062 
 
Twelve Months Ending December 31, 2001
 
Revenues $ 153,937  $ 147,282  $   190,773  $(147,065) $ 344,927 
  Gas purchases 96,058  186,496  (146,383) 136,171 
  Operating expenses 17,790  21,445  (200) 39,035 
  General and administrative expenses 13,607  10,941  1,061  (536) 25,073 
  Depreciation, depletion and amortization 46,530  6,163  206  52,899 
  Taxes, other than income taxes 6,670  2,329  81  9,080 
Operating Income $   69,340  $   10,346  $       2,929  $          54  $   82,669 
 
Capital Investments $   98,964  (1) $     5,347  $       1,749  $            -   $ 106,060 
 
(1) Includes $.5 million in 2002 and $13.5 million in 2001 of expenditures funded by minority interest owner in partnership.
 

 


EX-99 4 exhibit992.htm SWN PRESS RELEASE - OFFERING 2350 N

EXHIBIT 99.2

 

 

2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(281) 618-4700 Fax: (281) 618-4820

 

NEWS RELEASE

 

SOUTHWESTERN ENERGY ANNOUNCES INTENTION TO OFFER COMMON STOCK UNDER SHELF REGISTRATION STATEMENT

Houston, Texas - February 17, 2003...Southwestern Energy Company (NYSE: SWN) announced today that it intends to publicly offer and sell 5,500,000 newly issued shares of its common stock. Southwestern also expects to grant the underwriters of the offering an option to purchase up to 825,000 additional shares of common stock to cover over-allotments, if any. Proceeds from the offering will be used to accelerate the development drilling of the Company's Overton Field in East Texas.

The shares will be issued pursuant to a shelf registration statement that was previously filed and declared effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy shares of Southwestern common stock. An offering of shares of Southwestern common stock will be made only by means of a prospectus. The prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in oil and gas exploration and production, natural gas gathering, transmission, and marketing, and natural gas distribution. Additional information on the Company can be found on the Internet at http://www.swn.com.

 

Contacts:

Greg D. Kerley
Executive Vice President
and Chief Financial Officer
(281) 618-4803
Brad D. Sylvester, CFA
Manager, Investor Relations
(281) 618-4897

# # #

EX-99 5 exhibit993.htm SWN PRESS RELEASE - GUIDANCE New Page 1

EXHIBIT 99.3

 

 

2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(281) 618-4700 Fax: (281) 618-4820

 

NEWS RELEASE

 

SOUTHWESTERN ENERGY ANNOUNCES CAPITAL PROGRAM
AND PROVIDES GUIDANCE FOR 2003

2003 Capital Budget for E&P Segment Rises 60%
to Accelerate Development of Overton Field

Houston, Texas - February 17, 2003...Southwestern Energy Company (NYSE: SWN) announced today a planned capital investment program for 2003 for its exploration and production (E&P) segment of $137.1 million, an increase of over 60% from the $85.2 million invested in 2002. The increased capital program is expected to be partly funded by the Company's planned common stock offering announced earlier today, with the net proceeds from the offering to be used to accelerate the development drilling of the Company's Overton Field properties in East Texas. It is expected that a total of $78.0 million will be invested in East Texas during 2003. Southwestern also intends to invest $7.7 million for improvements to its utility systems and $0.8 million for other corporate purposes, for a total planned capital investment of $145.6 million in 2003 (as compared to total capital investments of $92.1 million invested in 2002).

"Our results at Overton have been very positive over the past two years," stated Harold M. Korell, President and Chief Executive Officer of Southwestern Energy. "During that time, we have drilled a total of 33 wells in the Overton Field area with a 100% success rate. Daily gross production at the Overton Field has increased from 2.0 MMcfe per day in March 2001 to approximately 27.0 MMcfe per day at year-end 2002, resulting in net production of 5.9 Bcfe during 2002. The Company's proved reserves at the Overton Field increased to 111.0 Bcfe at year-end 2002, up from 57.6 Bcfe at year-end 2001 and 22.0 Bcfe at year-end 2000. Southwestern invested $33.6 million in the Overton Field area during 2002 and recorded proved reserve additions of 56.4 Bcfe with a finding and development cost of $0.60 per Mcfe, compared to a finding and development cost of $0.82 per Mcfe in 2001.

 - MORE - 1

We believe that the acceleration of the field's development will provide us with substantial growth in production and reserves over the next few years. Continued downspacing should allow us to drill approximately 100 additional wells in the area over the next two years. We intend to invest approximately $78.0 million in East Texas during 2003, which includes drilling up to 47 new wells using four drilling rigs at the Overton Field. Our average working interest in the Overton Field is 97% and average net revenue interest is 79%.

In 2003, over 80% of our capital is allocated to the drillbit, with the vast majority directed toward lower-risk development drilling in East Texas ($78.0 million) and in the Arkoma Basin ($22.6 million). The remainder of our E&P capital will be allocated to exploration and exploitation in the Permian Basin ($4.8 million) and South Louisiana ($21.7 million) and to new projects ($10.0 million)."

Southwestern plans to drill approximately 95 wells in 2003, compared to 65 wells drilled in 2002. Approximately two-thirds of those wells are low-risk development prospects located in the Arkoma Basin (30 wells and 60 workover projects) and in the Overton Field in East Texas (47 wells). The Company plans to participate in up to eight wells in the Gulf Coast and nine wells in the Permian Basin in 2003.

The foregoing statements regarding the planned capital investments for the year 2003 are considered to be forward-looking statements and the Company's actual capital investments could differ materially from those projected as a result of certain factors listed at the end of this press release.

 

Southwestern Issues Guidance for 2003

The following statements regarding estimates for the year 2003 are considered to be forward-looking statements and the Company's actual financial and operating results could differ materially from those projected as a result of certain factors listed at the end of this press release. Further, these projections do not reflect the potential impact of unknown events that may occur subsequent to this press release. The following forward-looking statements assume the full implementation of the Company's planned capital program for 2003, including the consummation of the aforementioned common stock offering.

Southwestern is targeting 2003 oil and gas production at 42 - 44 Bcfe, an increase of 5 - 10 percent over 2002 production levels. These projections for production growth in 2003 take into

- MORE - 2

account the effect of the sale of the Company's Mid-Continent properties in 2002, which produced 2.5 Bcfe annually. Assuming NYMEX commodity prices of $4.25 per Mcf of gas and $24.50 per barrel of oil for 2003, the Company is targeting 2003 net income of $33 - $36 million, up from $14.3 million in 2002. The Company expects its operating income to approximate $77 - $80 million and its net income plus interest, income tax expense, depreciation, depletion and amortization (also known as EBITDA(1)) to be approximately $135 - $138 million.

The Company's differential for the average price received for its gas production is expected to be approximately $0.10 - $0.20 per Mcf below the NYMEX Henry Hub index price during 2003, excluding the impact of hedges. The Company's differential for the average price received for its oil production is expected to be approximately $1.25 per barrel below the West Texas Intermediate (WTI) crude oil price, excluding the impact of hedges. Southwestern currently has 30.4 Bcf of its gas production hedged in 2003 through a combination of fixed-price swaps and collars. The table below provides a detailed description of the Company's hedge position in 2003. Additionally, the Company has 340,000 barrels of oil hedged at an average WTI price of $26.58 per barrel in 2003. Southwestern's complete hedge position is also detailed in its Form 10-K for the year ending December 31, 2002 which will be filed on February 18, 2003 with the Securities and Exchange Commission.

The Company projects its gross margin from its utility segment (revenues less gas purchases) to approximate $50 - $55 million and the segment's operating income is expected to increase to approximately $7 - $9 million assuming normal weather. The utility filed an $11.0 million rate increase request with the Arkansas Public Service Commission in November 2002 and expects that any increase granted would be effective in September 2003.

With regard to other income and expenses, the Company's gas marketing segment is expected to generate approximately $2.0 - $2.5 million in operating income in 2003. The Company expects its total general and administrative expense to increase approximately $7.0 - $8.0 million in 2003, primarily due to increased pension, insurance and payroll costs (the Company expects to record pension expense of $3.0 - $5.0 million in 2003 compared to $0.9 million in 2002). The Company's net interest expense for the year is expected to be $18.0 - $20.0 million. Income taxes in 2003 are estimated at 38.0% and all are assumed to be deferred.

Assuming NYMEX commodity prices for 2003 of $4.25 per Mcf of gas and $24.50 per barrel of oil, the Company's projected results for 2003 are as follows:

- MORE - 3

Estimated Production

1st Quarter  2nd Quarter  3rd Quarter  4th Quarter  Full-Year 2003

Estimated Production:

         
  Gas (Bcf)

8.0 - 9.0

9.0 - 10.0

10.0 - 11.0

10.5 - 11.5

37.5 - 41.5

  Oil (MBbls)

110 - 120

120 - 130

130 - 140

130 - 140

490 - 530

  Total Production (Bcfe)

8.5 - 9.5

10.0 - 11.0

10.5 - 11.5

11.0 - 12.0

42.0 - 44.0

Gas Hedges in Place for 2003

   

Weighted Avg. NYMEX Price

 

Swaps

Volumes (Bcf)

(per MMBtu)

 

  1st Quarter

3.77

$3.59

 

  2nd Quarter

3.43

$3.42

 

  3rd Quarter

3.15

$3.42

 

  4th Quarter

2.95

$3.42

 
       
   

NYMEX Floor Price

NYMEX Ceiling Price

Collars

Volumes (Bcf)

(per MMBtu)

(per MMBtu)

1st Quarter

1.02

$3.00

$4.65

1.00

$3.00

$4.75

 

1.50

$3.25

$5.05

       

2nd Quarter

1.02

$3.00

$4.65

 

1.00

$3.00

$4.75

 

1.50

$3.25

$5.05

 

1.00

$4.00

$5.85

       

3rd Quarter

1.02

$3.00

$4.65

 

1.00

$3.00

$4.75

 

1.50

$3.25

$5.05

 

1.00

$4.00

$5.85

       

4th Quarter

1.02

$3.00

$4.65

 

1.00

$3.00

$4.75

 

1.50

$3.25

$5.05

 

1.00

$4.00

$6.20

Oil Hedges in Place for 2003

 

Weighted Avg. NYMEX Price

 

Swaps

Volumes (Bbls)

(per Bbl)

1st Quarter

70,000

$25.97

2nd Quarter

90,000

$26.73

3rd Quarter

90,000

$26.73

4th Quarter

90,000

$26.73

 

  FY 2003
Projected

E&P Operating Expenses per Mcfe

Lease Operating Expenses $0.31 - $0.35
Taxes, Other Than Income Taxes $0.24 - $0.28
General & Administrative Expense $0.38 - $0.42
Full Cost Pool Amortization Rate (2) $1.14 - $1.18

- MORE - 4

Other Operating Income and Expenses

Utility Operating Income ($ MM)  $7.0 - $9.0
Marketing Operating Income ($ MM) $2.0 - $2.5
Other Non-Operating Loss ($ MM)  $0.0 - $0.5
Minority Interest Deduction ($ MM) $1.0 - $2.0
Net Interest Expense ($ MM) $18.0 - $20.0
Income Tax Rate (100% Deferred) 38.0%

The following table demonstrates different NYMEX price scenarios and their corresponding estimated impact on the Company's results for 2003, including current hedges in place:

NYMEX
Commodity Prices

 
Earnings


Operating Income

 
EBITDA(1)

$3.50 Gas
$22.00 Oil

 $23 - $26 Million

$60 - $63 Million

$118 - $121 Million

$4.25 Gas
$24.50 Oil

$33 - $36 Million

$77 - $80 Million

$135 - $138 Million

$5.00 Gas
$28.00 Oil

$46 - $49 Million

$97 - $100 Million

$155 - $158 Million

 

  1. EBITDA is defined as net income plus interest, income tax expense, depreciation, depletion and amortization. Southwestern has included information concerning EBITDA because it is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in the energy industry. EBITDA should not be considered in isolation or as a substitute for net income, net cash provided by operating activities or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of the Company's profitability or liquidity. EBITDA as defined above may not be comparable to similarly titled measures of other companies. The Company believes that operating income is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined. Please refer to "Business - Other Items - Reconciliation of Non-GAAP Measures" in Item 1 of Part 1 of the Company's Form 10-K for the year ended December 31, 2002 which will be filed on February 18, 2003 for an example of how EBITDA is reconciled to the Company's operating income as derived from its audited financial information.
  2. The Company's full cost pool amortization rate can vary from this estimate due to changes in the level of oil and gas reserves and changes in the levels of unevaluated costs.

 

Southwestern also issued press releases earlier today regarding financial and operating results for 2002 and to announce its intention to publicly offer common stock pursuant to an effective shelf registration statement. Additionally, the Company's management will host a teleconference call on Tuesday, February 18, at 10:00 a.m. EST to discuss the Company's fourth quarter and year-end 2002 results and its outlook for 2003. The toll-free number to call is 800-289-0572 and the reservation number is 462898. The teleconference can also be heard "live" over the Internet at the Company's website: http://www.swn.com. RealPlayer 8 Basic is required to listen to the teleconference and can be downloaded from the website.

- MORE - 5

Southwestern Energy Company is an integrated natural gas company whose wholly-owned subsidiaries are engaged in oil and gas exploration and production, natural gas gathering, transmission, and marketing, and natural gas distribution. Additional information on the Company can be found on the Internet at http://www.swn.com.

Contacts:

Greg D. Kerley
Executive Vice President
and Chief Financial Officer
(281) 618-4803
Brad D. Sylvester, CFA
Manager, Investor Relations
(281) 618-4897

All statements, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the timing and extent of changes in commodity prices for gas and oil, the timing and extent of the Company's success in discovering, developing, producing, and estimating reserves, property acquisition or divestiture activities that may occur, the effects of weather and regulation on the Company's gas distribution segment, increased competition, legal and economic factors, governmental regulation, the financial impact of accounting regulations and critical accounting policies, changing market conditions, the comparative cost of alternative fuels, conditions in capital markets and changes in interest rates, availability of oil field services, drilling rigs, and other equipment, as well as various other factors beyond the Company's control, and any other factors listed in the reports the Company has filed with the Securities and Exchange Commission. A discussion of these and other factors affecting the Company's performance is included in the Company's periodic reports filed with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2002 that will be filed on February 18, 2003.

# # #

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