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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 Date of Report (Date of earliest event reported) August
7, 2003 SOUTHWESTERN ENERGY COMPANY (Exact name of registrant as specified in its charter) Arkansas 1-8246 71-0205415 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)
2350 N. Sam Houston Pkwy. E., Suite 300,
Houston, Texas 77032 (Address of principal executive offices) (Zip Code) (281) 618-4700 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if
changed since last report) - 1 - Item 7.(c) Item 9. Regulation FD Disclosures On August
7,
2003, Greg D. Kerley, Executive Vice President and Chief Financial Officer for Southwestern
Energy Company, made a presentation to institutional investors and analysts at
the 8th Annual Oil and Gas Conference held at the Pinnacle Club in Denver,
Colorado. The transcript of the accompanying
slide show is furnished herewith as Exhibit 99.1.
Southwestern
Energy Company is furnishing under Item 9 of this Current Report on Form 8-K/A the
information included as Exhibit 99.1 to this report. 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: BY: /s/
GREG D. KERLEY Greg D. Kerley Executive Vice President and Chief Financial Officer - 2 - - 3 - EXHIBIT 99.1 Slide Presentation dated August 7, 2003 (Slide 1) Presentation to the Oil and Gas Conference August 7, 2003 NYSE: SWN (Slide 2) This presentation includes certain statements that 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. All statements, other than historical financial information, may be deemed to be forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Investors should carefully consider the risk factors and other information set forth in the Company's Form 10-K in connection with an investment in the shares of the Company's Common Stock. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein inc
lude, 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 other factors beyond the Company's control, and any other factors listed in the reports the Company has filed or may file with the SEC, which are incorporated by reference. (Slide 3) About Southwestern Focused on domestic production of natural gas. * 415.3 Bcfe of reserves; 90% natural gas; 10.4 R/P. Strategy built on organic growth through the drillbit. * Low-risk development balanced with high-potential exploration. Track record of adding significant reserves at low costs. * Since 1999, we have averaged production growth of 7% per year, 197% reserve replacement, and F&D cost of $1.07 per Mcfe. Follow-on equity offering completed in March 2003. $103.2 million was raised with the proceeds being used to accelerate development drilling at Overton Field and to reduce debt. This offering decreased our debt-to-capital ratio from 66% at 12/31/02 to 45% at 6/30/03. Strategy built on the Formula:
The Right People doing the Right Things, wisely investing the cash flow from the underlying Assets will create Value+. (Slide 4) Proven Track Record Slide summarizes the Company's performance in four key indicators. Those indicators for the periods ended December 31 are as follows: 1999 2000 2001 2002 Production (Bcfe) 32.9 35.7 39.8 40.1 Reserve Replacement 150% 196% 224% 209% Reserve Additions (Bcfe) 49.3 70.1 89.3 83.7 F&D Cost ($/Mcfe) $1.20 $0.99 $1.11 $1.02 Note: Reserve data excludes reserve revisions. (Slide 5) E&P Focused Slide contains a map of Arkansas, Louisiana, Oklahoma, Texas and New Mexico with shadings to denote areas of active E&P and lines to trace gas distribution pipelines and the Ozark Pipeline. Our E&P segment had production in 2002 of 40.1 Bcfe (1). We had reserves of 415.3 Bcfe in 2002, 90% of which were natural gas. The average life of those reserves is 10.4 years. The Company's four operating areas, their reserve and production statistics, and their percentage of the whole are as follows: Arkoma East Texas Gulf Coast Permian Reserves (Bcf) 188.7 111.0 58.5 57.1 % of Total Reserves 45% 27% 14% 14% Production 19.8 5.9 7.5 6.9 % of Total Production 49% 15% 19% 17% (1) The Company's utility segment services 140,000 customers in Northern Arkansas, a territory which includes the 6th fastest growing region in the U.S. according to the U.S. Census Bureau. In November 2002 we filed for an $11.0 million annual rate increase with the Arkansas Public Service Commission. (1) Includes 2.0 Bcfe of production related to Mid-Continent properties sold during 2002. (Slide 6) Capital Investments This slide contains a bar chart that breaks Southwestern Energy Company's capital investments down by general business activity, including utility and corporate, property acquisitions, capitalized expenses, leasehold and seismic, development drilling and exploration drilling. The summary of those investments is as follows: $ Millions 2000 $75.7 2001 (1) $92.5 2002 $92.1 2003 Plan $173.6 (1) Net of $13.5 million reimbursement from Overton Field partnership. This slide also contains a pie chart showing capital investments by area of operation. The results are as follows: East Texas 52% Arkoma 19% Gulf Coast 13% Permian 4% Other E&P 7% Utility 5% Note that the information contained on this slide constitutes a "forward-looking statement". (Slide 7) Overton Field - An Impact Project This slide contains a map of Smith County, Texas where the Overton Field production area is located. This area consists of 17,600 acres in the Overton Field and an additional 5,800 farm-in acres in the South Overton area. Existing wells at year-end 2002 and development locations for 2003-2004 are shown. Also given are statistics of the Overton development potential. They are as follows: Approximate Reserve Well Spacing Potential Count (Acres) (Net Bcfe) Original Wells 16 640 22 2001 Development 15 400 36 2002 Development 18 250 53 2003 Proposed Development 55 120* 97* 2004 Proposed Development 53 80* 85* Total 157 80* 293* * In higher potential areas. Note that the information contained on this slide constitutes a "forward-looking statement". (Slide 8) Current Overton Drilling Economics Typical First Year Economics: Revenues - $4.00 per Mcfe Production costs - $0.30 per Mcfe Cash netback - $3.70 per Mcfe F&D costs - $0.85 per Mcfe Total Life Economics: Completed well cost - $1.5 MM (1) Pretax ROR - 35% (2) Pretax PVI - 1.9 (2)
Exhibits
(99.1) Transcript of slide presentation given August 7, 2003 to
institutional investors and analysts at the 8th Annual Oil and Gas Conference
held at the Pinnacle Club in Denver, Colorado.
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.
September 5, 2003
Slides were prepared for a presentation given August 7, 2003 to institutional investors and analysts at the 8th Annual Oil and Gas Conference held at the Pinnacle Club in Denver, Colorado.
Southwestern Energy Company
[Picture of a weathered door lock and key. A keychain inscribed with the Company's formula
is attached.]
Forward-Looking Statements
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 9)
Overton Field Gross Production
Slide contains a graph showing the Overton Field gross production rate for 2000 to 2002 and the potential rate for 2003 and 2004 under both an accelerated drilling program and under an 18 well per year program.
In addition, Overton's net production is given as follows:
Bcfe |
|
2000 |
0.3 |
2001 |
2.3 |
2002 |
5.9 |
2003 Forecast (1) |
10 - 13 |
2004 Forecast (1) |
18 - 20 |
The total number of wells under the two given drilling program options are as follows:
Dec-01 |
Dec-02 |
Dec-03 |
Dec-04 |
|
18 Well Drilling Program |
31 |
49 |
67 |
85 |
Accelerated Drilling Program (1) |
31 |
49 |
104 |
157 |
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 10)
Overton Field - Improved Drilling Results
In this slide a graph is given portraying the improved drilling rate in the Overton Field since its purchase from Fina in 2001. Fina's average drilling rate was 55 days. Upon the Field's purchase we decreased that rate to 35 days. It was further decreased to 27 days in 2002 and 24 days in 2003. Thus, drilling time has been reduced by greater than 50% over the rate of previous owners. We also increased initial production by 200% and gross reserves by 60% to 2.2 Bcfe per well.
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 11)
Arkoma Basin
This slide contains a map of Arkansas and Oklahoma with shading to denote the Arkoma Basin production area. The Ranger Anticline and Haileyville prospects and the area known as the Fairway are further noted. Recent approval was given in the Ranger Anticline area to develop the field at 80-acre spacing.
Statistics for the Arkoma Basin, and the Haileyville and Ranger Anticline prospects are given as follows:
Arkoma Basin three year average results
Reserve replacement |
97% |
LOE cost (incl. Taxes) ($/Mcf) |
$0.30 |
F&D cost ($/Mcf) |
$1.08 |
Ranger Anticline
Success |
17/20 wells |
Net EUR |
22.3 Bcf |
F&D/Mcf |
$.74 |
Haileyville
Success |
16/24 wells |
Net EUR |
9.3 Bcf |
F&D/Mcf |
$.82 |
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 12)
Gulf Coast
This map highlights the areas within the onshore Gulf Coast region where Company 3D seismic information either already existed or was acquired or purchased in 2002. Specifically, the Horeb, Havilah, Crowne, Cheniere (2), Duck Lake, North Grosbec, Gloria and Malone seismic areas are noted.
Three-year average results for this region are as follows:
Reserve Replacement |
246% |
LOE Cost (incl. Taxes) ($/Mcfe) |
$0.65 |
F&D Cost ($/Mcfe) |
$1.83 |
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 13)
Exploration Potential - 224 Net Bcfe
This slide contains a table summarizing the exploration potential of the Company's production areas.
Unrisked Reserve |
|||||||
Spud |
Working |
Potential (Bcfe) |
|||||
Prospect Name |
Operator |
Date |
Interest |
Depth |
Objective |
Gross |
Net |
Arkoma Basin |
|||||||
Midway |
SWN |
Dry |
60.0% |
11,400 |
Atoka |
0 |
0 |
Permian Basin |
|||||||
Birds of Prey |
SWN |
Producing |
100.0% |
5,000 |
Cherry Canyon |
14.8 |
11.8 |
S. Roepke |
SWN |
Producing |
50.5% |
8,100 |
Devonian |
1.0 |
0.4 |
River Ridge |
EGL |
3Q 2003 |
12.5% |
15,000 |
Devonian |
30.0 |
3.0 |
Gulf Coast |
|||||||
Jericho |
SWN |
Dry |
21.0% |
14,300 |
Frio |
0 |
0 |
Shiloh |
SWN |
T&A'd |
100.0% |
14,000 |
Cris R |
164.0 |
98.2 |
Coleburn |
SWN |
3Q 2003 |
50.0% |
12,700 |
Tex W |
10.0 |
3.9 |
Ben Nevis |
SWN |
3Q 2003 |
50.0% |
12,900 |
Miocene |
45.0 |
16.9 |
Canvasback |
SWN |
3Q 2003 |
50.0% |
18,200 |
Liebusella |
80.0 |
30.0 |
Daffy |
SWN |
4Q 2003 |
50.0% |
14,500 |
Siph D & Plan |
110.0 |
41.3 |
Redhead |
SWN |
4Q 2003 |
50.0% |
12,500 |
Siph D & Plan |
49.4 |
18.5 |
Total Reserve Potential |
504.2 |
224.0 |
Note that the information contained on this slide constitutes a "forward-looking statement".
(Slide 14)
How Have We Been Doing?
The graph contained on this slide shows how the implementation of a new management and E&P team along with a new strategy have affected F&D Cost, Reserve Replacement and PVI.
1997 |
1998 |
1999 |
2000 |
2001 (1) |
2002 |
|
F&D cost ($/Mcfe) |
$2.53 |
$1.10 |
$1.20 |
$.99 |
$1.11 |
$1.02 |
Reserve replacement |
77% |
129% |
150% |
196% |
224% |
209% |
PVI ($/$) |
$ .56 |
$1.17 |
$1.07 |
$1.30 |
$1.40 |
$1.33 |
Note that all metrics calculated exclude reserve revisions.
(1) PVI metrics were calculated using pricing in effect at year-end with exception to the year 2000 which was calculated at $3.00 per Mcf natural gas price.
(Slide 15)
Unit Cost Comparison - SWN is Competitive
The bar graph given in this slide compares various expenses of the Company to similar measurements of its competitors. The data given represents 2000-2002 three-year averages, with income statement data being for the years ended December 31 unless otherwise indicated. Finding cost data includes revisions.
Cimarex (1) |
Magnum Hunter |
St. Mary |
Westport |
Chesapeake |
XTO |
Mean |
Median |
Southwestern |
|
Interest |
$0.01 |
$0.70 |
$0.02 |
$0.20 |
$0.62 |
$0.34 |
$0.32 |
$0.27 |
$0.45 |
G&A |
$0.18 |
$0.21 |
$0.23 |
$0.17 |
$0.09 |
$0.26 |
$0.19 |
$0.20 |
$0.33 |
Operating |
$0.57 |
$1.06 |
$0.89 |
$0.82 |
$0.65 |
$0.87 |
$0.81 |
$0.85 |
$0.60 |
F&D |
$4.25 |
$2.21 |
$1.53 |
$1.40 |
$1.21 |
$0.73 |
$1.89 |
$1.47 |
$1.17 |
(1) Cimarex Energy income statement data for the years 2000 and 2001 are for the year ended September 30.
(Slide 16)
Outlook for 2003
Production Targets:
42 - 44 Bcfe in 2003 (estimated growth of 5% to 10%).
50 - 55 Bcfe in 2004 (estimated growth of 20% to 25%).
2002 Actual |
2003 Guidance NYMEX Price Assumptions |
||
$3.22 Gas (1) |
$5.00 Gas |
$6.00 Gas |
|
$25.27 Oil (1) |
$28.00 Oil |
$28.00 Oil |
|
Earnings |
$14 MM |
$43 - 46 MM |
$55 - 58 MM |
EPS |
$.55 |
$1.25 - $1.35 |
$1.60 - $1.70 |
Operating Income |
$47 MM |
$90 - 93 MM |
$109 - 112 MM |
Cash Flow |
$80 MM |
$133 - 136 MM |
$152 - 155 MM |
EBITDA |
$100 MM |
$150 - 153 MM |
$169 - 172 MM |
Note: Per share estimates for 2003 assume 34.2 million weighted average diluted shares outstanding (includes 9.5 million shares issued in follow-on offering). Cash flow is before changes in working capital.
Note that the information contained on this slide constitutes a "forward-looking statement".
In accordance with Regulation G, a reconciliation of Cash Flow, as presented, to Net Cash Provided by Operating Activities from the Company's Form 10-K for the year ended December 31, 2002 is hereby furnished:
Net cash provided by operating activities |
$78 MM |
Add: Changes in operating assets and liabilities |
$2 MM |
Cash flow (as presented) |
$80 MM |
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. Net income is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined.
|
2002 Actual |
2003 Guidance NYMEX Commodity Price Assumptions |
|
$3.22 Gas |
$5.00 Gas |
$6.00 Gas |
|
$25.27 Oil |
$28.00 Oil |
$28.00 Oil |
|
($ in millions) |
|||
Net Income |
14 |
43 - 46 |
55 - 58 |
Deferred Income Taxes |
9 |
26 - 28 |
34 - 36 |
Interest Expense |
21 |
17 - 19 |
17 - 19 |
Depreciation, Depletion and Amortization |
56 |
60 - 62 |
60 - 62 |
EBITDA |
100 |
150 - 153 |
169 - 172 |
(Slide 17)
Gas Hedges in Place Through 2004
This slide contains a bar chart showing gas hedges in place by quarter for the years 2003 and 2004.
Average Price per Mcf |
Percent of Total |
|||
Type |
Hedged Volumes |
(or Floor/Ceiling) |
Production Hedged |
|
2003 |
Swaps |
13.3 Bcf |
$3.47 |
30 - 35% |
Collars |
17.1 Bcf |
$3.26 / $5.05 |
40 - 45% |
|
2004 |
Swaps |
7.2 Bcf |
$4.00 |
10 - 15% |
Collars |
22.0 Bcf |
$3.82 / $6.26 |
40 - 45% |
(Slide 18)
The Road to V+
This slide summarizes the strategy by which the Company plans to continue to create added value in everything it does.
Invest in the Highest PVI Projects |
||
Accelerate Overton Development with Proceeds from Equity |
||
Offering (PVI = 1.9 @ $4.00 Gas Price). |
||
Maximize Cash Flow |
||
Stay the Course with Our Balanced Strategy |
||
Deliver the Numbers |
||
Production and Reserve Growth |
||
Add value for Every Dollar Invested |
||
Continue to Tell Our Story |
(Slide 19)
Appendix
(Slide 20)
U.S. Gas Consumption and Sources
This slide displays U.S. gas production versus U.S. gas consumption from 1975 to the present. Net gas imports for the same period are also given. As the chart shows, U.S. gas production has been basically flat since 1994.
Source: EIA
(Slide 21)
U.S. Electricity Consumption on the Rise
This line graph shows an increase in U.S. electricity consumption in billion kilowatt-hours per month from 1990 to 2003.
Source: Edison Electric Institute
(Slide 22)
NYMEX Gas Prices
This line graph represents NYMEX gas prices in $/Mcf from 2000 to 2003.
Source: Bloomberg
(Slide 23)
U.S. Gas Drilling
This line graph denotes the number of rigs drilling for gas through the period 1988 to 2003.
Source: Baker Hughes
(Slide 24)
West Texas Intermediate Oil Prices
This line graph shows the price of West Texas Intermediate oil in $/Bbl for the years 2000 to 2003.
Source: Bloomberg
(Slide 25)
Oil and Gas Price Comparison
This line graph compares the prices of Henry Hub natural gas and WTI crude oil in $/MMBtu for the period 1994 to 2003.
Source: Bloomberg