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EX-32 - CERTIFICATION CEO AND CFO - SWIFT ENERGY COexhibit32.htm
EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - SWIFT ENERGY COexhibit3-2.htm
EX-3.1 - CERTIFICATE OF FORMATION - SWIFT ENERGY COexhibit3-1.htm
EX-31.2 - CERTIFICATION CEO - SWIFT ENERGY COexhibit31-1.htm
EX-31.2 - CERTIFICATION CFO - SWIFT ENERGY COexhibit31-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(X)  Quarterly Report Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009
Commission File Number 1-8754

Swift Energy Logo

SWIFT ENERGY COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Texas
(State of Incorporation)
20-3940661
(I.R.S. Employer Identification No.)
   
16825 Northchase Drive, Suite 400
Houston, Texas 77060
(281) 874-2700
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:

Title of Class
Exchanges on Which Registered:
Common Stock, par value $.01 per share
New York Stock Exchange

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
o
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
Smaller reporting company
 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 Issuer’s classes
of common stock, as of the latest practicable date.

Common Stock
($.01 Par Value)
(Class of Stock)
37,441,820 Shares
(Outstanding at October 31, 2009)
 
 
1

 
 
SWIFT ENERGY COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

INDEX

   
Page
Part I
FINANCIAL INFORMATION
 
     
Item 1.
 
     
 
Condensed Consolidated Balance Sheets
3
 
- September 30, 2009 and December 31, 2008
 
     
 
Condensed Consolidated Statements of Operations
4
 
- For the Three month and Nine month periods ended  September 30, 2009 and 2008
 
     
 
Condensed Consolidated Statements of Stockholders’ Equity
5
 
- For the Nine month period ended September 30, 2009 and year ended December 31, 2008
 
     
 
Condensed Consolidated Statements of Cash Flows
6
 
- For the Nine month periods ended September 30, 2009 and 2008
 
     
 
Notes to Condensed Consolidated Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
40
     
Item 4.
Controls and Procedures
41
     
Part II
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
42
Item 1A.
Risk Factors
42
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
42
Item 3.
Defaults Upon Senior Securities
None
Item 4.
Submission of Matters to a Vote of Security Holders
None
Item 5.
Other Information
43
Item 6.
Exhibits
43
SIGNATURES
 
44
Exhibit Index
 
45
Certificate of Formation of Swift Energy Company filed October 30, 2009
 
Second Amended and Restated Bylaws of Swift Energy Company effective October 30, 2009
 
Certification of CEO Pursuant to rule 13a-14(a)
 
Certification of CFO Pursuant to rule 13a-14(a)
 
Certification of CEO & CFO Pursuant to Section 1350
 
 
2

 
 
Condensed Consolidated Balance Sheets
Swift Energy Company and Subsidiaries
(in thousands, except share amounts)

   
September 30, 2009
   
December 31, 2008
 
   
(Unaudited)
       
ASSETS
           
Current Assets:
           
Cash and cash equivalents
  $ 154     $ 283  
Accounts receivable-
               
Oil and gas sales
    37,135       37,364  
Joint interest owners
    1,590       4,235  
Other Receivables
    11,678       20,065  
Other current assets
    18,035       15,575  
Current assets held for sale
    564       564  
Total Current Assets
    69,156       78,086  
                 
Property and Equipment:
               
Oil and gas, using full-cost accounting
               
Proved properties
    3,377,796       3,270,159  
Unproved properties
    78,599       91,252  
      3,456,395       3,361,411  
Furniture, fixtures, and other equipment
    37,830       37,669  
      3,494,225       3,399,080  
Less – Accumulated depreciation, depletion, and amortization
    (2,173,549 )     (1,967,633 )
      1,320,676       1,431,447  
Other Assets:
               
Debt issuance costs
    5,201       6,107  
Restricted assets
    1,412       1,648  
      6,613       7,755  
    $ 1,396,445     $ 1,517,288  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable and accrued liabilities
  $ 54,966     $ 66,802  
Accrued capital costs
    22,087       74,315  
Accrued interest
    8,594       7,207  
Undistributed oil and gas revenues
    5,018       5,175  
Total Current Liabilities
    90,665       153,499  
Long-Term Debt
    480,800       580,700  
Deferred Income Taxes
    114,075       130,899  
Asset Retirement Obligation
    47,469       48,785  
Other Long-Term Liabilities
    2,050       2,528  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity:
               
Preferred stock, $.01 par value, 5,000,000 shares authorized, none outstanding
    ---       ---  
Common stock, $.01 par value, 85,000,000 shares authorized, 37,867,359 and
     31,336,472 shares issued, and 37,438,482 and 30,868,588 shares outstanding, respectively
    379       313  
Additional paid-in capital
    548,395       435,307  
Treasury stock held, at cost, 428,877 and 467,884  shares, respectively
    (9,183 )     (10,431 )
Retained earnings
    121,818       175,688  
Accumulated other comprehensive loss, net of income tax
    (23 )     ---  
      661,386       600,877  
    $ 1,396,445     $ 1,517,288  
                 
    
See accompanying Notes to Condensed Consolidated Financial Statements
               

3

 
Condensed Consolidated Statements of Operations (Unaudited)
Swift Energy Company and Subsidiaries
(in thousands, except share amounts)

   
Three Months Ended
   
Nine months Ended
 
   
09/30/09
   
09/30/08
   
09/30/09
   
09/30/08
 
Revenues:
                       
Oil and gas sales
  $ 97,952     $ 214,113     $ 257,153     $ 677,270  
Price-risk management and other, net
    (1,689 )     (346 )     (1,610 )     (1,862 )
                                 
      96,263       213,767       255,543       675,408  
                                 
Costs and Expenses:
                               
General and administrative, net
    8,830       10,113       24,830       30,323  
Depreciation, depletion, and amortization
    41,011       52,217       125,310       161,991  
Accretion of asset retirement obligation
    732       511       2,151       1,432  
Lease operating cost
    18,513       24,966       57,139       79,975  
Severance and other taxes
    11,697       20,146       30,291       69,138  
Interest expense, net
    7,336       6,935       22,616       23,856  
Write-down of oil and gas properties
    ---       ---       79,312       ---  
                                 
      88,119       114,888       341,649       366,715  
                                 
                                 
Income (Loss) from Continuing Operations Before Income Taxes
    8,144       98,879       (86,106 )     308,693  
                                 
Provision (Benefit) for Income Taxes
    586       36,608       (32,451 )     113,342  
                                 
Income (Loss) from Continuing Operations
    7,558       62,271       (53,655 )     195,351  
                                 
Loss from Discontinued Operations, net of taxes
    (32 )     (348 )     (215 )     (3,148 )
                                 
Net Income (Loss)
  $ 7,526     $ 61,923     $ (53,870 )   $ 192,203  
                                 
Per Share Amounts-
                               
                                 
Basic:  Income (Loss) from Continuing Operations
  $ 0.21     $ 1.98     $ (1.66 )   $ 6.25  
Loss from Discontinued Operations, net of taxes
    (0.00 )     (0.01 )     (0.01 )     (0.10 )
Net Income (Loss)
  $ 0.21     $ 1.97     $ (1.67 )   $ 6.15  
                                 
Diluted:  Income (Loss) from Continuing Operations
  $ 0.21     $ 1.96     $ (1.66 )   $ 6.18  
Loss from Discontinued Operations, net of taxes
    (0.00 )     (0.01 )     (0.01 )     (0.10 )
Net Income (Loss)
  $ 0.21     $ 1.95     $ (1.67 )   $ 6.08  
                                 
Weighted Average Shares Outstanding
    34,723       30,830       32,310       30,595  
                                 
See accompanying Notes to Condensed Consolidated Financial Statements.
                               

4

 
Condensed Consolidated Statements of Stockholders’ Equity
Swift Energy Company and Subsidiaries
(in thousands, except share amounts)

   
Common
Stock (1)
   
Additional
Paid-in
Capital
   
Treasury
Stock
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Loss
   
Total
 
Balance, December 31, 2007
  $ 306     $ 407,464     $ (7,480 )   $ 436,178     $ (414 )   $ 836,054  
                                                 
Stock issued for benefit plans (39,152 shares)
    -       1,018       671       -       -       1,689  
Stock options exercised (420,721 shares)
    4       8,295       -       -       -       8,299  
Purchase of treasury shares (70,622 shares)
    -       -       (3,622 )     -       -       (3,622 )
Tax benefits from stock compensation
    -       1,422       -       -       -       1,422  
Employee stock purchase plan (25,645 shares)
    -       944       -       -       -       944  
Issuance of restricted stock (275,096 shares)
    3       (3 )     -       -       -       -  
Amortization of stock compensation
    -       16,167       -       -       -       16,167  
Comprehensive income:
                                               
Net loss
    -       -       -       (260,490 )     -       (260,490 )
Other comprehensive income
    -       -       -       -       414       414  
Total comprehensive loss
                                            (260,076 )
Balance, December 31, 2008
  $ 313     $ 435,307     $ (10,431 )   $ 175,688     $ ---     $ 600,877  
                                                 
Stock issued for benefit plans (94,023 shares) (2)
    -       (716 )     2,094       -       -       1,378  
Stock options exercised (12,556 shares) (2)
    -       158       -       -       -       158  
Public Stock offering (6,210,000 shares) (2)
    62       108,778       -       -       -       108,840  
Purchase of treasury shares (55,016 shares) (2)
    -       -       (846 )     -       -       (846 )
Tax benefits from stock compensation (2)
    -       (4,303 )     -       -       -       (4,303 )
Employee stock purchase plan (50,690 shares) (2)
    1       724       -       -       -       725  
Issuance of restricted stock (257,641 shares) (2)
    3       (3 )     -       -       -       -  
Amortization of stock compensation (2)
    -       8,450       -       -       -       8,450  
Comprehensive income:
                                               
Net loss (2)
    -       -       -       (53,870 )     -       (53,870 )
Other comprehensive loss (2)
    -       -       -       -       (23 )     (23 )
Total comprehensive loss (2)
                                            (53,893 )
Balance, September 30, 2009 (2)
  $ 379     $ 548,395     $ (9,183 )   $ 121,818     $ (23 )   $ 661,386  
                                                 
(1) $.01 par value.
                                               
(2) Unaudited.
                                               
                                                 
See accompanying Notes to Condensed Consolidated Financial Statements.
                         

5

 
Condensed Consolidated Statements of Cash Flows (Unaudited)
Swift Energy Company and Subsidiaries


(in thousands)
 
Nine months Ended September 30,
 
   
2009
   
2008
 
Cash Flows from Operating Activities:
           
Net income (loss)
  $ (53,870 )   $ 192,203  
Plus loss from discontinued operations, net of taxes
    215       3,148  
Adjustments to reconcile net income to net cash provided by operation activities -
               
Depreciation, depletion, and amortization
    125,310       161,991  
Write-down of oil and gas properties
    79,312       ---  
Accretion of asset retirement obligation
    2,151       1,432  
Deferred income taxes
    (21,927 )     104,837  
Stock-based compensation expense
    6,854       8,613  
Other
    8,282       2,381  
Change in assets and liabilities-
               
Decrease in accounts receivable
    2,874       25,217  
Decrease in accounts payable and accrued liabilities
    (4,119 )     (1,614 )
Decrease in income taxes payable
    (293 )     (79 )
Increase in accrued interest
    1,387       1,196  
Cash Provided by operating activities – continuing operations
    146,176       499,325  
Cash Provided by (Used in) operating activities – discontinued operations
    (366 )     5,815  
Net Cash Provided by Operating Activities
    145,810       505,140  
                 
Cash Flows from Investing Activities:
               
Additions to property and equipment
    (164,504 )     (473,286 )
Proceeds from the sale of property and equipment
    4,589       124  
Acquisitions of oil and gas properties
    ---       (46,472 )
Cash used in investing activities – continuing operations
    (159,915 )     (519,634 )
Cash provided by investing activities – discontinued operations
    5,000       80,731  
Net Cash Used in Investing Activities
    (154,915 )     (438,903 )
                 
Cash Flows from Financing Activities:
               
Net payments of bank borrowings
    (99,900 )     (70,400 )
Net proceeds from issuances of common stock
    109,722       9,186  
Excess tax benefits from stock-based awards
    ---       1,502  
Purchase of treasury shares
    (846 )     (3,347 )
Cash Provided by (Used in) financing activities – continuing operations
    8,976       (63,059 )
Cash Provided by financing activities – discontinued operations
    ---       ---  
Net Cash Provided by (Used in) financing activities
    8,976       (63,059 )
                 
Net Increase (Decrease) in Cash and Cash Equivalents
  $ (129 )   $ 3,178  
                 
Cash and Cash Equivalents at Beginning of Period
    283       5,623  
                 
Cash and Cash Equivalents at End of Period
  $ 154     $ 8,801  
                 
Supplemental Disclosures of Cash Flows Information:
               
Cash paid during period for interest, net of amounts capitalized
  $ 20,190     $ 21,810  
Cash paid during period for income taxes
  $ 232     $ 8,505  
                 
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 (“Swift Energy” or the “Company”) and reflect necessary adjustments, all of which were of a recurring nature unless otherwise disclosed herein, 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission.

(2)       Summary of Significant Accounting Policies

Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of Swift Energy 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. Our undivided interests in gas processing plants are accounted for using the proportionate consolidation method, whereby our proportionate share of each entity’s assets, liabilities, revenues, and expenses are included in the appropriate classifications in the accompanying condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in preparing the accompanying condensed consolidated financial statements.

Discontinued Operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to Swift Energy’s continuing operations. Information related to discontinued operations is included in Note 6 and in some instances, where appropriate, is included as a separate disclosure within the individual footnotes.

Subsequent Events. We have evaluated subsequent events through the time of filing on November 3, 2009 of our condensed consolidated financial statements. In November 2009, we entered into a joint venture agreement with an independent oil and gas producer to jointly develop and operate an approximate 26,000 acre portion of our Eagle Ford Shale acreage in McMullen County, Texas. Swift Energy retains a 50% interest in the joint venture that calls for joint development of this area located in our AWP field and covers leasehold interests beneath the Olmos formation (including the Eagle Ford Shale formation) extending to the base of the Pearsall formation. We received approximately $26 million in cash related to this transaction and approximately $13 million of carried interests.  There were no other material subsequent events requiring additional disclosure in or amendments to these financial statements as of November 3, 2009.

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 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 and assumptions 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,
·  
estimates related to the collectability of accounts receivable and the credit worthiness of our customers,
·  
estimates of the counterparty bank risk related to letters of credit that our customers may have issued on our behalf,
·  
estimates of future costs to develop and produce reserves,
·  
accruals related to oil and gas revenues, capital expenditures and lease operating expenses,
·  
estimates of insurance recoveries related to property damage, and the solvency of insurance providers and their ability to withstand the credit crisis,
·  
estimates in the calculation 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,
·  
estimates made in our income tax calculations, and
·  
estimates in the calculation of the fair value of hedging assets.

7

 
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 new accounting pronouncements, 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.

Property and Equipment. We follow the “full-cost” method of accounting for oil and natural 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 natural 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 nine months ended September 30, 2009 and 2008, such internal costs capitalized totaled $18.1 million and $22.8 million, respectively. Interest costs are also capitalized to unproved oil and natural gas properties. For the nine months ended September 30, 2009 and 2008, capitalized interest on unproved properties totaled $4.6 million and $6.0 million, respectively. Interest not capitalized and general and administrative costs related to production and general corporate overhead are expensed as incurred.

No gains or losses are recognized upon the sale or disposition of oil and natural gas properties, except in transactions involving a significant amount of reserves or where the proceeds from the sale of oil and natural gas properties would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a cost center. Internal costs associated with selling properties are expensed as incurred.

Future development costs are estimated property-by-property based on current economic conditions and are amortized to expense as our capitalized oil and natural gas property costs are amortized.

We compute the provision for depreciation, depletion, and amortization (“DD&A”) of oil and natural gas properties using the unit-of-production method. Under this method, we compute the provision by multiplying the total unamortized costs of oil and natural gas properties—including 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 properties—by an overall rate determined by dividing the physical units of oil and natural gas produced during the period by the total estimated units of proved oil and natural 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 are recorded at cost and 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 property-by-property 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
 

8

 

conditions, international economic conditions, capital availability, and available geological and geophysical information. Any impairment assessed is added to the cost of proved properties being amortized.
 
Full-Cost Ceiling Test. At the end of each quarterly reporting period, the unamortized cost of oil and natural gas properties (including natural 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 September 30, 2009 consisted of collars with floor and call strike price ranges outside the period-end price that did not materially affect 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 natural gas that are ultimately recovered.

In 2009, as a result of low oil and natural gas prices at March 31, 2009, we reported a non-cash write-down on a before-tax basis of $79.3 million on our oil and natural gas properties. For 2008, as a result of low oil and natural gas prices at December 31, 2008, we reported a fourth quarter non-cash write-down on a before-tax basis of $754.3 million on our oil and natural gas properties.

Given the volatility of oil and natural gas prices, it is reasonably possible that our estimate of discounted future net cash flows from proved oil and natural gas reserves could continue to change in the near term. If oil and natural gas prices continue to decline from our period-end prices used in the Ceiling Test, even if only for a short period, it is possible that additional non-cash write-downs of oil and natural gas properties could occur in the future. If we have significant declines in our oil and natural gas reserves volumes, which also reduce our estimate of discounted future net cash flows from proved oil and natural gas reserves, additional non-cash write-downs of our oil and natural gas properties could occur in the future.  We cannot control and cannot predict what future prices for oil and natural gas will be, thus we cannot estimate the amount or timing of any potential future non-cash write-down of our oil and natural gas properties if a decrease in oil and/or natural gas prices were to occur.

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 collectability of the revenue is probable. Swift Energy uses the entitlement method of accounting in which we recognize our 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 condensed consolidated balance sheets. 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 September 30, 2009, we did not have any material natural gas imbalances.

Reclassification of Prior Period Balances. Certain reclassifications have been made to prior period amounts to conform to the current year presentation.
    
Fair Value of Financial Instruments. Our financial instruments consist of cash and cash equivalents, accounts receivable, hedging assets, accounts payable, bank borrowings, and senior notes. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the highly liquid or short-term nature of these instruments. The fair value of our hedging assets is detailed in Note 8.  The fair values of the bank borrowings approximate the carrying amounts as of September 30, 2009 and December 31, 2008, and were determined based upon variable interest rates currently available to us for borrowings with similar terms. Based upon quoted market prices as of September 30, 2009 and December 31, 2008, the fair value of our senior notes due 2017, were $218.1 million, or 87.3% of face value, and $175.0 million, or 70.0% of face value, respectively. Based
 
9

 
upon quoted market prices as of September 30, 2009 and December 31, 2008, the fair values of our senior notes due 2011 were $149.8 million, or 99.9% of face value, and $132.8 million, or 88.5% of face value, respectively. The carrying value of our senior notes due 2017 was $250.0 million at September 30, 2009 and December 31, 2008. The carrying value of our senior notes due 2011 was $150.0 million at September 30, 2009 and December 31, 2008.
 
Accounts Receivable. We assess the collectability of accounts receivable, and based on our judgment, we accrue a reserve when we believe a receivable may not be collected. At September 30, 2009 and December 31, 2008, we had an allowance for doubtful accounts of approximately $0.1 million. The allowance for doubtful accounts has been deducted from the total “Accounts receivable” balances on the accompanying condensed consolidated balance sheets.

Insurance Claims. In 2008, we filed insurance claims related to 2008 Hurricanes Gustav and Ike. In April 2009, we settled our marine insurance claim relating to Hurricane Gustav for a net amount after deductible of $6.8 million, and in September 2009 settled our onshore claim relating to Hurricane Ike for a net amount after deductible of $0.8 million.  Both of these reimbursements related to both capital costs and lease operating expense, and we have no additional hurricane related claims outstanding.

We have several open insurance claims filed in the ordinary course of business, none of which are material at the present time.

Price-Risk Management Activities. The Company follows FASB ASC 815-10 (formerly SFAS No. 133), which requires that changes in the derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. The guidance 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 statement of operations 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 natural gas prices, mainly through the purchase of price floors and collars. During the third quarter of 2009 and 2008, we recognized net losses of $1.3 million and $0.8 million, respectively, relating to our derivative activities. During the first nine months of 2009 and 2008, we recognized net losses of $1.3 million and $2.7 million, respectively, relating to our derivative activities. This activity is recorded in “Price-risk management and other, net” on the accompanying condensed consolidated statements of operations. Had these losses been recognized in the oil and gas sales account they would not materially change our per unit sales prices received.  At September 30, 2009, the Company had recorded less than $0.1 million, net of taxes of less than $0.1 million, of derivative losses in “Accumulated other comprehensive loss, net of income tax” on the accompanying condensed consolidated 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 ineffectiveness reported in “Price-risk management and other, net” for the first nine months of 2009 and 2008 was not material. All amounts currently held in “Accumulated other comprehensive loss, net of income tax” will be realized within the next six months when the forecasted sale of hedged production occurs.

At September 30, 2009, we had natural gas price collars in effect for the contract months of January through March 2010 that covered a portion of our natural gas production for January to March 2010.  The natural gas price collars contain a floor that covers notional volumes of 200,000 MMBtu per month and a call that covers 100,000 MMBtu per month, for the same period.  The weighted average floor price is $4.50 and the weighted average call price is $6.80 per MMBtu.

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 loss, net of income tax.”  When the hedged
 
10

 
transactions are recorded upon the actual sale of the oil and natural gas, these gains or losses are reclassified from“Accumulated other comprehensive loss, net of income tax” and recorded in “Price-risk management and other, net” on the accompanying condensed consolidated statements of operations. The fair value of our derivatives are computed using the Black-Scholes-Merton option pricing model and are periodically verified against quotes from brokers. The fair value of these instruments at September 30, 2009, was a liability of less than $0.1 million and was recognized on the accompanying condensed consolidated balance sheet in “Accounts payable and accrued liabilities.”

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, to the extent they do not exceed actual costs incurred, are recorded as a reduction to “General and administrative, net.”  Our supervision fees are based on COPAS determined rates. The amount of supervision fees charged in the first nine months of 2009 and 2008 did not exceed our actual costs incurred. The total amount of supervision fees charged to the wells we operate was $8.4 million and $11.5 million in the first nine months of 2009 and 2008, respectively.

Inventories. We value inventories at the lower of cost or market value. Inventory is accounted for using the weighted average cost method. Inventories consisting of materials, supplies, and tubulars are included in “Other current assets” on the accompanying condensed consolidated balance sheets totaling $14.2 million at September 30, 2009 and $13.7 million at December 31, 2008.  In the third quarter of 2009 we wrote down our inventory balance by approximately $0.5 million due to expected lower net realizable values for certain tubulars.  This write-down was recorded in “Price-risk management and other, net” on the accompanying consolidated statement of operations.

Income Taxes. Under guidance contained in FASB ASC 740-10 (formerly SFAS No. 109), 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.

We follow the recognition and disclosure provisions under guidance contained in FASB ASC 740-10-25 (formerly FASB Interpretation No. 48), Under this guidance, tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. As a result of adopting this guidance on January 1, 2007, we reported a $1.0 million decrease to our January 1, 2007 retained earnings balance and a corresponding increase to other long-term liabilities. In the third quarter of 2009 we recognized a tax benefit and reduced other long-term liabilities by $0.3 million to reverse an accrual for penalty and interest that was originally recorded in the fourth quarter of 2008. Our current balance of unrecognized tax benefits is $1.0 million.  If recognized, these tax benefits would fully impact our effective tax rate. This benefit is likely to be recognized within the next 12 months due to expiration of the audit statutory period.

Our policy is to record interest and penalties relating to income taxes in income tax expense.  As of September 30, 2009, we did not have any amount accrued for interest and penalties on uncertain tax positions.

Our U.S. Federal income tax returns for 2002, 2003 and 2006 forward, our Louisiana income tax returns from 1998 forward, our New Zealand income tax returns after 2002, and our Texas franchise tax returns after 2006 remain subject to examination by the taxing authorities.  There are no material unresolved items related to periods previously audited by these taxing authorities.  No other state returns are significant to our financial position.

Accounts Payable and Accrued Liabilities. Included in “Accounts payable and accrued liabilities,” on the accompanying condensed consolidated balance sheets, at September 30, 2009 and December 31, 2008 are liabilities of approximately $3.3 million and $23.5 million, respectively, which represent the amounts by which checks issued, but not presented by vendors to the Company’s banks for collection, exceeded balances in the applicable disbursement bank accounts.
 
Accumulated Other Comprehensive Loss, Net of Income Tax. We follow the guidance contained in FASB ASC 220-10 (formerly SFAS No. 130), 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

11

 
from investments and distributions to the owners of the Company. At September 30, 2009, we recorded $0.1 million, net of taxes of less than $0.1 million, of derivative losses in “Accumulated other comprehensive loss, net of
income tax” on the accompanying balance sheet. The components of accumulated other comprehensive loss and related tax effects for 2009 were as follows (in thousands):

 
Gross Value
 
Tax Effect
 
Net of Tax Value
 
 
       
Other comprehensive loss at December 31, 2008
$---
 
$---
 
$---
Change in fair value of cash flow hedges
(994)
 
367
 
(627)
Effect of cash flow hedges settled during the period
958
 
(354)
 
604
Other comprehensive loss at September 30, 2009
($36)
 
$13
 
($23)

Total comprehensive income was $7.7 million and $68.6 million for the third quarters of 2009 and 2008, respectively. Total comprehensive income (loss) was ($53.9) million and $197.3 million for the nine months of 2009 and 2008, respectively.

Asset Retirement Obligation. We record these obligations in accordance with the guidance contained in FASB ASC 410-20 (formerly SFAS No. 143), this guidance 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 expected date of abandonment. Over time, accretion of the liability is recognized each period, and the capitalized cost is depreciated on a unit-of-production basis over the estimated oil and natural gas reserves 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 balance. This guidance 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.

The following provides a roll-forward of our asset retirement obligation:

(in thousands)
2009
 
2008
       
Asset Retirement Obligation recorded as of January 1
$48,785
 
$34,459
Accretion expense for the nine months ended September 30
2,151
 
1,432
Liabilities incurred for new wells and facilities construction
3,302
 
1,349
Liabilities incurred for acquisitions
---
 
162
Reductions due to sold, or plugged and abandoned, wells and facilities
(1,255)
 
(107)
Revisions in estimated cash flows
336
 
824
Asset Retirement Obligation as of September 30
$53,319
 
$38,119

At September 30, 2009 and December 31, 2008, approximately $5.8 million and $0, respectively, of our asset retirement obligation is classified as a current liability in “Accounts payable and accrued liabilities” on the accompanying condensed consolidated balance sheets.

Public Stock Offering.  In August 2009, we issued 6.21 million shares of our common stock in an underwritten public offering at a price of $18.50 per share.  The gross proceeds from these sales were approximately $114.9 million, before deducting underwriting commissions and issuance costs totaling $6.1 million.

New Accounting Pronouncements.  On January 1, 2009 we adopted the guidance contained in FASB ASC 820-10 (formerly SFAS No. 157), for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least annually. The adoption of this guidance did not have a material impact on our financial position or results of operations.

In March 2008, the FASB issued guidance contained in FASB ASC 815-10 (formerly SFAS No. 161). This guidance changes the disclosure requirements for derivative instruments and hedging activities. This guidance requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB ASC 815-10 and how derivative instruments and related

12

 
hedged items affect an entity’s financial position, results of operations, and cash flows. This guidance was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  Since thisguidance only impacts disclosure requirements, the adoption of this guidance did not have an impact on our financial position or results of operations.
 
In June 2008, the FASB issued guidance contained in FASB ASC 260-10 (formerly FASB Staff Position No. EITF 03-6-1). Under the guidance, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share (EPS) pursuant to the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. This guidance was adopted on January 1, 2009.  The adoption of this guidance did not have a material impact on our financial position, results of operations, or earnings per share.

In December 2008, the SEC issued release 33-8995, Modernization of Oil and Gas Reporting.  This release changes the accounting and disclosure requirements surrounding oil and natural gas reserves and is intended to modernize and update the oil and gas disclosure requirements, to align them with current industry practices and to adapt to changes in technology.  The most significant changes include:

·  
Changes to prices used in reserves calculations, for use in both disclosures and accounting impairment tests.  Prices will no longer be based on a single-day, period-end price. Rather, they will be based on either the preceding 12-months’ average price based on closing prices on the first day of each month, or prices defined by existing contractual arrangements.
·  
Disclosures of probable and possible reserves are allowed.
·  
The estimation of reserves will allow the use of reliable technology that was not previously recognized by the SEC.
·  
Numerous changes in reserves disclosures have been mandated for SEC Form 10-K.

This release is effective for financial statements issued on or after January 1, 2010.  In September 2009, the FASB issued an exposure draft of a proposed accounting standard update of topic 932 (“Extractive Industries – Oil and Gas) that would align the oil and gas reserve estimation and disclosure requirements of Topic 932 with the requirements of SEC release 33-8995.  These proposed amendments to Topic 932 would be effective for annual reporting periods ending on or after December 31, 2009. We are evaluating the impact of these releases on our financial position and results of operations.

In May 2009, the FASB issued guidance contained in FASB ASC 855-10 (formerly SFAS No. 165). The guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted the guidance for the period ending June 30, 2009; however the adoption of this guidance did not have an impact on our financial position or results of operations.

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative nongovernmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for our current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s financial position or results of operations, but will impact our financial reporting process by eliminating all references to pre-codification standards. On the effective date of this Statement, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

As a result of the Company’s implementation of the Codification during the quarter ended September 30, 2009, previous references to new accounting standards and literature are no longer applicable. In the current quarter

13

 
financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.
 
(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, 2008, for additional information related to these share-based compensation plans.

We follow guidance contained in FASB ASC 718 (formerly SFAS No. 123R) to account for share based compensation.

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.  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. In accordance with guidance contained in FASB ASC 718, we are required to report excess tax benefits from the award of equity instruments as financing cash flows.  For the nine months ended September 30, 2009, we recognized a tax benefit shortfall of $2.3 million as restricted stock vested at a lower value than the value used to record compensation expense at the date of grant, offset by a reduction to additional paid-in capital. For the nine months ended September 30, 2008, these benefits were $4.3 million, of which $2.8 million were not recognized in the financial statements as these benefits had not been realized through the estimated alternative minimum tax calculation.

Net cash proceeds from the exercise of stock options were $0.2 million and $8.2 million for the nine months ended September 30, 2009 and 2008. The actual income tax benefit from stock option exercises was less than $0.1 million and $3.9 million for the same periods.

Stock compensation expense for both stock options and restricted stock issued to both employees and non-employees, which were recorded in “General and administrative, net” in the accompanying condensed consolidated statements of income, were $2.1 million and $2.4 million for the quarters ended September 30, 2009 and 2008, respectively, and were $6.2 million and $7.9 million for the nine month periods ended September 30, 2009 and 2008.  Stock compensation recorded in lease operating cost was $0.1 million for both of the quarters ended September 30, 2009 and 2008, respectively, and were $0.3 million and $0.5 million for both of the nine month periods ended September 30, 2009 and 2008, respectively.  We also capitalized $0.5 million and $1.1 million of stock compensation in the third quarters of 2009 and 2008, respectively, and capitalized $1.6 million and $3.4 million of stock compensation in the nine month periods ended September 30, 2009 and 2008, respectively.  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 service period of the award.

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 below.  No stock options were issued in the third quarter of 2009 or 2008.

   
Nine Month Ended
   
September 30,
   
2009
 
2008
         
Dividend yield
 
0%
 
0%
Expected volatility
 
50.5%
 
38.9%
Risk-free interest rate
 
1.8%
 
2.5%
Expected life of options (in years)
 
4.5
 
4.2
Weighted-average grant-date fair value
 
$ 6.32
 
$15.53

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The expected term for grants issued during or after 2008 has been based on an analysis of historical employee exercise behavior and considered all relevant factors including expected future employee exercise behavior. The expected term for grants issued prior to 2008 was calculated using the Securities and Exchange Commission Staff’s shortcut approach from Staff Accounting Bulletin No. 107.  We have analyzed historical volatility, and based on an analysis of all relevant factors, we have used a 5.5 year look-back period to estimate expected volatility of our 2008 and 2009 stock option grants, which is an increase from the four-year period used to estimate expected volatility for grants prior to 2008.
 
At September 30, 2009, there was $1.7 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 1.1 years. The following table represents stock option activity for the nine months ended September 30, 2009:

 
Shares
 
Wtd. Avg.
Exer. Price
         
Options outstanding, beginning of period
1,119,469
 
$
33.22
Options granted
273,400
 
$
14.66
Options canceled
(75,493)
 
$
32.97
Options exercised
(12,556)
 
$
12.72
Options outstanding, end of period
1,304,820
 
$
29.56
Options exercisable, end of period
765,422
 
$
31.07

The aggregate intrinsic value and weighted average remaining contract life of options outstanding and exercisable at September 30, 2009 was $5.1 million and 5.5 years and $2.6 million and 3.5 years, respectively. Total intrinsic value of options exercised during the nine months ended September 30, 2009 was less than $0.1 million.

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, 2008, 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 three years).

The compensation expense for these awards was determined based on the closing 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 September 30, 2009, we had unrecognized compensation expense of approximately $8.2 million associated with these awards which are expected to be recognized over a weighted-average period of 1.7 years.  The grant date fair value of shares vested during the nine months ended September 30, 2009 was $11.0 million.

The following table represents restricted stock activity for the nine months ended September 30, 2009:

 
Shares
 
Wtd. Avg.
Grant Price
         
Restricted shares outstanding, beginning of period
586,325
 
$
42.78
Restricted shares granted
432,210
 
$
12.46
Restricted shares canceled
(51,315)
 
$
41.68
Restricted shares vested
(257,662)
 
$
42.78
Restricted shares outstanding, end of period
709,558
 
$
24.38

(4)       Earnings Per Share

The Company adopted guidance in FASB ASC 260-10 (formerly FASB Staff Position No. EITF 03-6-1) on January 1, 2009.  Under the guidance, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share (EPS) pursuant to the two-class method. The two-class method determines earnings per share for each class of
 
15

 
common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Unvested share-based payments that contain non-forfeitable rights to dividends or dividend equivalents are now included in the basic weighted average share calculation under the two-class method.  These shares were previously included in the diluted weighted average share calculation under the treasury stock method.

Basic earnings per share (“Basic EPS”) has been computed using the weighted average number of common shares outstanding during each period. As we recognized a net loss for the first nine months of 2009, the unvested share-based payments and stock options were not recognized in diluted earnings per share (“Diluted EPS”) calculations as they would be antidilutive. Diluted EPS for the quarters ended September 30, 2009 and 2008 and for the first nine months of 2008 also assumes, as of the beginning of the period, exercise of stock options using the treasury stock method. Certain of our stock options that would potentially dilute Basic EPS in the future were also antidilutive for the three and nine month periods ended September 30, 2009 and 2008, 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 three and nine month periods ended September 30, 2009 and 2008 (in thousands, except per share amounts):
 
   
Three Months Ended September 30, 2009
   
Three Months Ended September 30, 2008
 
 
 
Income
from
continuing
operations
   
Shares
   
Per Share
Amount
   
Income
from
continuing
operations
   
Shares
   
Per Share
Amount
 
Basic EPS:
 
 
               
 
             
Income from continuing operations, and Share Amounts
  $ 7,558       34,723           $ 62,271       30,830        
Less: Income from continuing operations allocated to unvested shareholders
    (153 )     ---             (1,278 )     ---        
Income from continuing operations allocated to common shares
  $ 7,405       34,723     $ 0.21     $ 60,993       30,830     $ 1.98  
                                                 
Dilutive Securities:
                                               
Plus: Income from continuing operations allocated to unvested shareholders
    153       ---             $ 1,278       ---          
Less: Income from continuing operations re-allocated to unvested shareholders
    (152 )     ---             $ (1,265 )     ---          
Stock Options
    ---       110               ---       330          
Diluted EPS:
                                               
Income from continuing operations allocated to common shares, and assumed Share conversions
  $ 7,406       34,833     $ 0.21     $ 61,006       31,160     $ 1.96  

 
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Nine months Ended September 30, 2009
   
Nine months Ended September 30, 2008
 
 
 
Loss
from
continuing
operations
   
Shares
   
Per Share
Amount
   
Income
from
continuing
operations
   
Shares
   
Per Share
Amount
 
Basic EPS:
 
 
               
 
             
Income (Loss) from continuing operations, and Share Amounts
  $ (53,655 )     32,310           $ 195,351       30,595        
Less: Income (Loss) from continuing operations allocated to unvested shareholders
    ---       ---           $ (4,229 )     ---        
Income (Loss) from continuing operations allocated to common shares
  $ (53,655 )     32,310     $ (1.66 )   $ 191,122       30,595     $ 6.25  
                                                 
Dilutive Securities:
                                               
Plus: Income (Loss) from continuing operations allocated to unvested shareholders
    ---       ---             $ 4,229       ---          
Less: Income (Loss) from continuing operations re-allocated to unvested shareholders
    ---       ---             $ (4,183 )     ---          
Stock Options
    ---       ---               ---       341          
Diluted EPS:
                                               
Income (Loss) from continuing operations allocated to common shares, and assumed Share conversions
  $ (53,655 )     32,310     $ (1.66 )   $ 191,168       30,936     $ 6.18  

The adoption of the two-class method from FASB ASC 260-10, lowered our third quarter 2008 Basic EPS and Diluted EPS for continuing operations by $0.04 per share and $0.02 per share, respectively, from previously reported amounts, and lowered our first nine months of 2008 Basic EPS and Diluted EPS for continuing operations by $0.13 per share and $0.08 per share, respectively, from previously reported amounts.

Options to purchase approximately 1.3 million shares at an average exercise price of $29.56 were outstanding at September 30, 2009, while options to purchase 1.2 million shares at an average exercise price of $33.12 were outstanding at September 30, 2008.  Approximately 1.2 million and 0.8 million stock options to purchase shares were not included in the computation of Diluted EPS for both the three months ended September 30, 2009 and 2008, and 0.8 million options to purchase shares were not included in the computation of Diluted EPS for the nine months ended September 30, 2008, because these stock options were antidilutive, in that the sum of the stock option price, unrecognized compensation expense and excess tax benefits recognized as proceeds in the treasury stock method was greater than the average closing market price for the common shares during those periods.  For the nine month period ended September 30, 2009, all of the 1.3 million stock options to purchase shares outstanding were not included in the computation of Diluted EPS as they would be antidilutive given the net loss from continuing operations.

The effect of the adoption of the two-class method from FASB ASC 260-10 on prior year earnings per share from previously reported amounts, as stated in our Annual Report on Form 10-K for the year ended December 31, 2008, 2007, and 2006, were as follows: no effect for full-year 2008, lower Basic EPS and Diluted EPS from continuing operations for full-year 2007 by $0.11 per share and $0.07 per share, respectively, lower Basic EPS and Diluted EPS from continuing operations for full-year 2006 by $0.06 per share and $0.03 per share, respectively.

17

 
(5)        Long-Term Debt

Our long-term debt as of September 30, 2009 and December 31, 2008, was as follows (in thousands):

 
September 30,
 
December 31,
 
2009
 
2008
Bank Borrowings
$80,800
 
$180,700
7-5/8% senior notes due 2011
150,000
 
150,000
7-1/8% senior notes due 2017
250,000
 
250,000
Long-Term Debt
$480,800
 
$580,700

Bank Borrowings. At September 30, 2009, we had borrowings of $80.8 million under our $500.0 million credit facility with a syndicate of ten banks that has a borrowing base of $300.0 million, and expires in October 2011. In May 2009, in conjunction with the normal semi-annual review, our borrowing base and commitment amount were set at $300.0 million.  This was a decrease from the previous borrowing base of $400.0 million and commitment amount of $350.0 million but still in line with our 2009 cash needs.  Effective May 1, 2009, the interest rate is either (a) the lead bank’s prime rate plus applicable margin or (b) the adjusted London Interbank Offered Rate (“LIBOR”) plus the applicable margin depending on the level of outstanding debt. The applicable margins have increased to escalating rates of 100 to 250 basis points above the lead bank’s prime rate and escalating rates of 200 to 350 basis points for LIBOR rate loans.  The commitment fee associated with the unfunded portion of the borrowing base is set at 50 basis points.  At September 30, 2009, the lead bank’s prime rate was 3.25%.

The terms of our credit facility include, among other restrictions, a limitation on the level of cash dividends (not to exceed $15.0 million in any fiscal year), a remaining aggregate limitation on purchases of our stock of $50.0 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 absent permitted refinancing, repurchasing our 7-5/8% senior notes due 2011. 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 natural gas properties.  The borrowing base amount is re-determined at least every six months and was re-determined in November 2009 at the same $300.0 million level; the next scheduled borrowing base review is in May 2010.

Interest expense on the credit facility, including commitment fees and amortization of debt issuance costs, totaled $1.4 million and $1.5 million for the three months ended September 30, 2009 and 2008, respectively, and $4.6 million and $6.9 million for the nine months ended September 30, 2009 and 2008, respectively. The amount of commitment fees included in interest expense, net was $0.2 million and $0.1 million for the three month periods ended September 30, 2009 and 2008, respectively, and $0.4 million and $0.3 million for the nine month periods ended September 30, 2009 and 2008, respectfully.

Senior Notes Due 2011. These notes consist of $150.0 million of 7-5/8% senior notes, which were issued on June 23, 2004 at 100% of the principal amount and will mature on July 15, 2011. The notes are senior unsecured obligations that rank equally with all of our existing and future senior unsecured indebtedness, are effectively subordinated to all our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, including borrowing under our bank credit facility, and rank senior to all of our existing and future subordinated indebtedness. Interest on these notes is payable semi-annually on January 15 and July 15, and commenced on January 15, 2005.

Currently, we may redeem some or all of the notes, with certain restrictions, at a redemption price, plus accrued and unpaid interest, of 101.906% of principal, declining to 100% on July 15, 2010 and thereafter. We incurred approximately $3.9 million of debt issuance costs related to these notes, which is included in “Debt issuance costs” on the accompanying consolidated balance sheets and will be amortized to interest expense, net over the life of the notes using the effective interest method. Upon certain changes in control of Swift Energy, each holder of notes will have the right to require us to repurchase all or any part of the notes at a purchase price in cash equal to 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. The terms of these notes include, among
 
18

 
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 each of the three month periods ended September 30, 2009 and 2008, respectively, and $9.0 million for each of the nine month periods ended September 30, 2009 and 2008.

Senior Notes Due 2017. These notes consist of $250.0 million of 7-1/8% senior notes due 2017, which were issued on June 1, 2007 at 100% of the principal amount and will mature on June 1, 2017.  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 will rank senior to any future subordinated indebtedness of Swift Energy.  Interest on these notes is payable semi-annually on June 1 and December 1, commencing on December 1, 2007.  On or after June 1, 2012, we may redeem some or all of these notes, with certain restrictions, at a redemption price, plus accrued and unpaid interest,  of 103.563% of principal, declining  in twelve-month intervals to 100% in 2015 and thereafter.  In addition, prior to June 1, 2010, we may redeem up to 35% of the principal amount of the notes with the net proceeds of qualified offerings of our equity at a redemption price of 107.125% of the principal amount of the notes, plus accrued and unpaid interest.  We incurred approximately $4.2 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.  In the event of 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 7-1/8% senior notes due 2017, including amortization of debt issuance costs, totaled $4.5 million for each of the three month periods ended September 30, 2009 and 2008, respectively, and $13.6 million and $13.6 million for the nine month periods ended September 30, 2009 and 2008, respectively.

The maturities on our long-term debt are $0 for 2009 and 2010, $230.8 million for 2011, $0 for 2012, and $250 million thereafter.

We have capitalized interest on our unproved properties in the amount of $1.6 million and $2.1 million for the three months ended September 30, 2009 and 2008, respectively, and $4.6 million and $6.0 million for the nine month periods ended September 30, 2009 and 2008, respectively.

(6)       Discontinued Operations

In December 2007, Swift Energy agreed to sell substantially all of our New Zealand assets. Accordingly, the New Zealand operations have been classified as discontinued operations in the condensed consolidated Statements of Operations and cash flows and the assets and associated liabilities have been classified as held for sale in the condensed consolidated balance sheets. In June 2008, Swift Energy completed the sale of substantially all of our New Zealand assets for $82.7 million in cash after purchase price adjustments.  Proceeds from this asset sale were used to pay down a portion of our credit facility.  In August 2008, we completed the sale of our remaining New Zealand permit for $15.0 million; with three $5.0 million payments to be received nine months after the sale, 18 months after the sale, and 30 months after the sale.  All payments under this sale agreement are secured by unconditional letters of credit. Due to ongoing litigation, we have evaluated the situation and determined that certain revenue recognition criteria have not been met at this time for the permit sale, and have deferred the potential gain on this property sale pending final resolution of this litigation.

In February 2009, the first $5.0 million payment from the sale of our last permit was released to our attorneys who were holding these proceeds in trust for Swift Energy.  In April 2009, after an injunction limiting our ability to use such funds was dismissed in favor of Swift Energy, the proceeds were transferred to our bank account in the United States.
 
19

 
In accordance with guidance contained in FASB ASC 360-10 (formerly SFAS No. 144), the results of operations and the non-cash asset write-down for the New Zealand operations have been excluded from continuing operations and reported as discontinued operations for the current and prior periods. Furthermore, the assets included as part of this divestiture have been reclassified as held for sale in the condensed consolidated balance sheets. During the first nine months of 2008, the Company assessed its long-lived assets in New Zealand based on the selling price and terms of the sales agreement in place at that time and recorded a non-cash asset write-down of $3.6 million related to these assets. This write-down is recorded in “Loss from discontinued operations, net of taxes” on the accompanying condensed consolidated Statements of Operations.

The book value of our remaining New Zealand permit is approximately $0.6 million at September 30, 2009.

The following table summarizes the amounts included in “Income (loss) from discontinued operations, net of taxes” for all periods presented.  These revenues and expenses were historically reported under our New Zealand operating segment, and are now reported as discontinued operations (in thousands except per share amounts):


 
Three Months Ended
September 30,
 
Nine months Ended
September 30,
 
2009
 
2008
 
2009
 
2008
               
Oil and gas sales
$---
 
$---
 
$---
 
$14,675
Other revenues
10
 
(17)
 
30
 
764
Total revenues
$10
 
(17)
 
$30
 
15,439
               
Depreciation, depletion, and amortization
---
 
(52)
 
---
 
4,857
Other operating expenses
42
 
314
 
245
 
10,450
Non-cash write-down of property and equipment
---
 
285
 
---
 
3,581
Total expenses
$42
 
547
 
$245
 
18,888
               
Loss from discontinued operations before income taxes
(32)
 
(564)
 
(215)
 
(3,449)
Income tax benefit
---
 
(216)
 
---
 
(301)
Loss from discontinued operations, net of taxes
($32)
 
$(348)
 
($215)
 
$(3,148)
               
Loss per common share from discontinued operations-diluted
($0.00)
 
$(0.01)
 
$(0.01)
 
$(0.10)
Sales volumes (MBoe)
---
 
---
 
---
 
415
Cash flow provided by operating activities
($29)
 
$(875)
 
($366)
 
$5,815
Capital expenditures
$---
 
$---
 
$---
 
$2,013

(7)       Acquisitions, Dispositions, and Joint Ventures

In August 2008, we announced the acquisition of oil and natural gas interests in South Texas from Crimson Energy Partners, L.P. a privately held company.  The property interests are located in the Briscoe “A” lease in Dimmit County. Including an accrual of $0.6 million for purchase price adjustment reductions, we paid approximately $45.9 million in cash for these interests. After taking into account internal acquisition costs of $1.5 million, our total cost was $47.4 million. We allocated $44.0 million of the acquisition price to “Proved Properties,” $3.4 million to “Unproved Properties,” and recorded a liability for $0.2 million to “Asset retirement obligation” on our accompanying consolidated balance sheet. This acquisition was accounted for by the purchase method of accounting. We made this acquisition to increase our exploration and development opportunities in South Texas. The revenues and expenses from these properties have been included in our accompanying consolidated statement of income from the date of acquisition forward and due to the short time period are not material to our 2008 results.

In August 2009, the Central Louisiana/East Texas core area, we recently entered into a joint venture agreement with a large independent oil and gas producer active in the area for development and exploitation in and around the Burr Ferry field in Vernon Parish, LA. The Company, as fee mineral owner, leased a 50% working interest in approximately 33,623 gross acres to the joint venture partner. Swift Energy retains a 50% working interest in the joint venture acreage as well as its fee mineral royalty rights, and received approximately $4.2 million related to this
 
20

 
transaction. We used the proceeds from this joint venture to pay down a portion of the outstanding balance on our credit facility.

(8)  
Fair Value Measurements

We adopted the guidance and provisions of FASB ASC 820-10 (formerly SFAS No. 157) for financial assets and liabilities on January 1, 2008 and adopted the provisions for non-financial assets and liabilities on January 1, 2009. FASB ASC 820-10 defines fair value, establishes guidelines for measuring fair value and expands disclosure about fair value measurements.  It does not create or modify any current GAAP requirements to apply fair value accounting.  However, it provides a single definition for fair value that is to be applied consistently for all prior accounting pronouncements.  The adoption of this guidance did not have a material impact on our financial position or results of operations.

The following tables present our assets that are measured at fair value on a recurring basis during the nine months ended September 30, 2009 and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value.

The table below presents a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2009 (in millions):

Fair Value Reconciliation as of September 30, 2009 – three months QTD
Hedging
 Contracts
   
Balance as of June 30, 2009
$0.9
Total gains/(losses) (realized or unrealized):
 
Included in earnings (in Price Risk Management and Other, net)
(1.3)
Included in other comprehensive income
0.4
Purchases, issuances and settlements
---
Transfers in and out of Level 3
---
Balance as of September 30, 2009
$(0.0)
   
The approximate amount of total gains for the period included in earnings (in Price Risk Management and Other, net) attributable to the change in unrealized gains relating to derivatives still held at September 30, 2009
$0.0

The table below presents a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2009 (in millions):

Fair Value Reconciliation as of September 30, 2009 – nine months YTD
Hedging
Contracts
   
Balance as of December  31, 2008
$0.0
Total gains/(losses) (realized or unrealized):
 
Included in earnings (in Price Risk Management and Other, net)
(1.3)
Included in other comprehensive income
---
Purchases, issuances and settlements
1.3
Transfers in and out of Level 3
---
Balance as of September 30, 2009
$0.0
   
The approximate amount of total gains for the period included in earnings (in Price Risk Management and Other, net) attributable to the change in unrealized gains relating to derivatives still held at September 30, 2009
$0.0

(9)  
Condensed Consolidating Financial Information

Both Swift Energy Company and Swift Energy Operating, LLC (a wholly owned indirect subsidiary of Swift Energy Company) are co-obligors of the 7-5/8% Senior Notes due 2011. The co-obligations on these notes are full and unconditional and are joint and several. The following is condensed consolidating financial information for Swift Energy Company, Swift Energy Operating, LLC, and other subsidiaries:
 
21


                                                             Condensed Consolidating Balance Sheets

(in thousands)
 
September 30, 2009
 
   
Swift Energy
Co. (Parent
and
Co-obligor)
   
Swift Energy
Operating,
LLC
(Co-obligor)
   
Other
Subsidiaries
   
Eliminations
   
Swift Energy
Co.
Consolidated
 
                               
ASSETS
                             
                               
Current assets
  $ ---     $ 68,507     $ 649     $ ---     $ 69,156  
Property and equipment
    ---       1,320,676       ---       ---       1,320,676  
Investment in subsidiaries (equity  method)
    661,386       ---       589,931       (1,251,317 )     ---  
Other assets
    ---       6,613       75,844       (75,844 )     6,613  
Total assets
  $ 661,386     $ 1,395,796     $ 666,424     $ (1,327,161 )   $ 1,396,445  
                                         
                                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                       
Current liabilities
  $ ---     $ 85,627     $ 5,038     $ ---     $ 90,665  
Long-term liabilities
    ---       720,238       ---       (75,844 )     644,394  
Stockholders’ equity
    661,386       589,931       661,386       (1,251,317 )     661,386  
Total liabilities and stockholders’ equity
  $ 661,386     $ 1,395,796     $ 666,424     $ (1,327,161 )   $ 1,396,445  


(in thousands)
 
December 31, 2008
 
   
Swift Energy
Co. (Parent
and
Co-obligor)
   
Swift Energy
Operating,
LLC
(Co-obligor)
   
Other
Subsidiaries
   
Eliminations
   
Swift Energy
Co.
Consolidated
 
                               
ASSETS
                             
                               
Current assets
  $ ---     $ 77,323     $ 763     $ ---     $ 78,086  
Property and equipment
    ---       1,431,447       ---       ---       1,431,447  
Investment in subsidiaries (equity  method)
    600,877       ---       529,209       (1,130,086 )     ---  
Other assets
    ---       7,755       71,089       (71,089 )     7,755  
Total assets
  $ 600,877     $ 1,516,525     $ 601,061     $ (1,201,175 )   $ 1,517,288  
                                         
                                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                       
Current liabilities
  $ ---     $ 153,315     $ 184     $ ---     $ 153,499  
Long-term liabilities
    ---       834,001       ---       (71,089 )     762,912  
Stockholders’ equity
    600,877       529,209       600,877       (1,130,086 )     600,877  
Total liabilities and stockholders’ equity
  $ 600,877     $ 1,516,525     $ 601,061     $ (1,201,175 )   $ 1,517,288  


                                                             Condensed Consolidating Statements of Operations

(in thousands)
 
Three Months Ended September 30, 2009
 
   
Swift Energy
Co. (Parent
and
Co-obligor)
   
Swift Energy
Operating,
LLC
(Co-obligor)
   
Other
Subsidiaries
   
Eliminations
   
Swift Energy
Co.
Consolidated
 
                               
Revenues
  $ ---     $ 96,263     $ ---     $ ---     $ 96,263  
Expenses
    ---       88,119       ---       ---       88,119  
                                         
Loss before the following:
    ---       8,144       ---       ---       8,144  
Equity in net earnings of subsidiaries
    7,526       ---       7,558       (15,084 )     ---  
                                         
Loss from continuing operations, before income taxes
    7,526       8,144       7,558       (15,084 )     8,144  
Income tax benefit
    ---       586       ---       ---       586  
                                         
Loss from continuing operations
    7,526       7,558       7,558       (15,084 )     7,558  
Loss from discontinued operations, net of taxes
    ---       ---       (32 )     ---       (32 )
                                         
Net loss
    7,526       7,558       7,526     $ (15,084 )     7,526  
 
22


 
<
(in thousands)
 
Nine months Ended September 30, 2009