SWIFT ENERGY CO
10-Q, 2000-08-14
CRUDE PETROLEUM & NATURAL GAS
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                       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 June 30, 2000

                          Commission File Number 1-8754


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

        TEXAS                                              74-2073055
(State of Incorporation)                    (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)


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  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                             Yes     X       No
                                -----------    ------------


              Indicate the number of shares outstanding of each of
                  the Registrant's classes of common stock, as
                        of the latest practicable date.


                Common Stock              22,171,465 Shares
              ($.01 Par Value)      (Outstanding at July 31, 2000)
              (Class of Stock)


<PAGE>


                              SWIFT ENERGY COMPANY
                                    FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
                                      INDEX

<TABLE>
<CAPTION>
<S>                                                                                     <C>
PART I.  FINANCIAL INFORMATION                                                         PAGE

         Item 1.    Condensed Consolidated Financial Statements

                    Condensed Consolidated Balance Sheets
                    -  June 30, 2000 and December 31, 1999                               3

                    Condensed Consolidated Statements of Income
                    -  For the Three-month and Six-month periods ended
                      June 30, 2000 and 1999                                             5

                    Condensed Consolidated Statements of Stockholders' Equity
                    -  June 30, 2000 and December 31, 1999                               6

                    Condensed Consolidated Statements of Cash Flows
                    - For the Six-month periods ended June 30, 2000 and 1999             7

                    Notes to Condensed Consolidated Financial Statements                 8

         Item 2.    Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                           13

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk          20

PART II.  OTHER INFORMATION

         Item 1.    Legal Proceedings                                                 None
         Item 2.    Changes in Securities and Use of Proceeds                         None
         Item 3.    Defaults Upon Senior Securities                                   None
         Item 4.    Submission of Matters to a Vote of Security Holders                 21
         Item 5.    Other                                                               21
         Item 6.    Exhibits and Reports on Form 8-K                                    21

SIGNATURES                                                                              22
</TABLE>

                                       2

<PAGE>

                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                         June 30, 2000          December 31, 1999
                                                        ---------------         -----------------
                                                          (Unaudited)
 ASSETS
<S>                                                     <C>                     <C>
 Current Assets:
   Cash and cash equivalents                            $    36,212,108         $      22,685,648
   Accounts receivable -
     Oil and gas sales                                       22,950,516                15,634,019
     Associated limited partnerships
        and joint ventures                                    4,006,393                 5,359,596
     Joint interest owners                                    4,222,188                 5,550,048
   Other current assets                                       1,361,017                 1,376,177
                                                        ---------------         -----------------
       Total Current Assets                                  68,752,222                50,605,488
                                                        ---------------         -----------------

 Property and Equipment:
   Oil and gas, using full-cost accounting
       Proved properties being amortized                    621,122,973               573,360,199
       Unproved properties not being amortized               63,032,057                57,662,739
                                                        ---------------         -----------------
                                                            684,155,030               631,022,938
   Furniture, fixtures, and other equipment                   8,303,568                 7,778,571
                                                        ---------------         -----------------
                                                            692,458,598               638,801,509
   Less-Accumulated depreciation, depletion,
       and amortization                                    (265,943,962)             (242,966,019)
                                                        ---------------         -----------------
                                                            426,514,636               395,835,490
                                                        ---------------         -----------------
 Other Assets:
   Receivables from associated limited
     partnerships, net of current portion                           ---                   628,228
   Deferred charges                                           6,853,354                 7,230,208
                                                        ---------------         -----------------
                                                              6,853,354                 7,858,436
                                                        ---------------         -----------------

                                                        $   502,120,212         $     454,299,414
                                                        ===============         =================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            June 30, 2000          December 31, 1999
                                                           ---------------         -----------------
                                                             (Unaudited)

 LIABILITIES AND STOCKHOLDERS' EQUITY
 <S>                                                       <C>                     <C>
 Current Liabilities:
   Accounts payable and accrued liabilities                $    31,289,733         $      25,674,143
   Payable to associated limited partnerships                      638,979                   609,967
   Undistributed oil and gas revenues                           10,979,135                 7,785,975
                                                           ---------------         -----------------
       Total Current Liabilities                                42,907,847                34,070,085
                                                           ---------------         -----------------

 Long-Term Debt                                                239,098,143               239,068,423
 Deferred Revenues                                                 180,458                   576,658
 Deferred Income Taxes                                          21,624,171                10,180,131

 Commitments and Contingencies

 Stockholders' Equity:
   Preferred stock, $.01 par value, 5,000,000
     shares authorized, none outstanding                               ---                       ---
   Common stock, $.01 par value,  35,000,00
     shares  authorized,  22,170,565 and 21,683,185
     shares issued, and 21,326,761 and 20,823,729
     shares outstanding, respectively                              221,706                   216,832
   Additional paid-in capital                                  194,965,882               191,092,851
   Treasury stock held, at cost, 843,804 and 859,456
     shares, respectively                                      (12,101,199)              (12,325,668)
   Retained earnings (deficit)                                  15,223,204                (8,579,898)
                                                           ---------------         -----------------
                                                               198,309,593               170,404,117
                                                           ---------------         -----------------
                                                           $   502,120,212         $     454,299,414
                                                           ===============         =================
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                              SWIFT ENERGY COMPANY
                   Condensed Consolidated Statements of Income
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Three months ended                       Six months ended
                                                ----------------------------------      ----------------------------------

                                                   06/30/00            06/30/99            06/30/00            06/30/99
                                                --------------      --------------      --------------      --------------
Revenues:
<S>                                             <C>                 <C>                 <C>                 <C>
  Oil and gas sales                             $   45,502,573      $   23,572,785      $   82,686,664          44,668,421
  Fees from limited partnerships
    and joint ventures                                  76,092              57,272             119,166              99,649
  Interest income                                      371,211               9,538             638,642              23,282
  Other, net                                           177,499             289,139             430,548             625,469
                                                --------------      --------------      --------------      --------------
                                                    46,127,375          23,928,734          83,875,020          45,416,821
                                                --------------      --------------      --------------      --------------

Costs and Expenses:
  General and administrative, net
     of  reimbursement                               1,459,737           1,184,612           2,607,525           2,294,286
  Depreciation, depletion, and amortization         11,550,774          10,478,278          23,021,628          21,226,751
  Oil and gas production                             6,888,069           4,130,804          13,032,141           8,550,948
  Interest expense, net                              4,010,437           3,348,635           8,076,324           6,653,012
                                                --------------      --------------      --------------      --------------
                                                    23,909,017          19,142,329          46,737,618          38,724,997
                                                --------------      --------------      --------------      --------------

Income before Income Taxes                          22,218,358           4,786,405          37,137,402           6,691,824

Provision for Income Taxes                           8,005,084           1,634,378          13,334,300           2,258,042
                                                --------------      --------------      --------------      --------------
Net Income                                      $   14,213,274      $    3,152,027      $   23,803,102      $    4,433,782
                                                ==============      ==============      ==============      ==============


Per share amounts -
  Basic:                                        $         0.68      $         0.20      $         1.14      $         0.27
                                                ==============      ==============      ==============      ==============


  Diluted:                                      $         0.61      $         0.20      $         1.04      $         0.27
                                                ==============      ==============      ==============      ==============


Weighted Average Shares Outstanding                 21,007,545          16,151,514          20,928,081          16,153,982
                                                ==============      ==============      ==============      ==============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>

                              SWIFT ENERGY COMPANY
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                         Additional
                                          Common           Paid-In          Treasury          Retained
                                          Stock(1)         Capital            Stock           Earnings           Total
                                        -----------    --------------    --------------    --------------    -------------
<S>                                     <C>            <C>               <C>               <C>               <C>
 Balance, December 31, 1998             $   169,725    $  148,901,270    $  (11,841,884)   $  (27,866,472)   $ 109,362,639
    Stock issued for benefit plans
        (90,738 shares)                         224          (366,408)          978,956               ---          612,772
    Stock options exercised
        (65,477 shares)                         655           461,102               ---               ---          461,757
    Employee stock purchase plan
        (22,771 shares)                         228           181,577               ---               ---          181,805
    Public stock offering
        (4,600,000 shares)                   46,000        41,915,310               ---               ---       41,961,310
    Purchase  of  246,500   shares  as
        treasury stock                          ---               ---        (1,462,740)              ---       (1,462,740)
    Net income                                  ---               ---               ---        19,286,574       19,286,574
                                        -----------    --------------    --------------    --------------    -------------

 Balance, December 31, 1999             $   216,832    $  191,092,851    $  (12,325,668)   $   (8,579,898)   $ 170,404,117
                                        ===========    ==============    ==============    ==============    =============

    Stock issued for benefit plans
        (46,632 shares)(2)                      310           297,060           224,469               ---          521,839
    Stock options exercised
        (426,511 shares)(2)                   4,265         3,278,557               ---               ---        3,282,822
    Employee stock purchase plan
        (29,889 shares) (2)                     299           297,414               ---               ---          297,713
    Net income (2)                              ---               ---               ---        23,803,102       23,803,102
                                        -----------    --------------    --------------    --------------    -------------

 Balance, June 30, 2000 (2)             $   221,706    $  194,965,882    $  (12,101,199)   $   15,223,204    $ 198,309,593
                                        ===========    ==============    ==============    ==============    =============
</TABLE>

 (1) $.01 Par Value
 (2) Unaudited


See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Period Ended June 30,
                                                                   ----------------------------------
                                                                        2000                1999
                                                                   --------------      --------------
<S>                                                                <C>                 <C>
Cash Flows From Operating Activities:
  Net income                                                       $   23,803,102      $    4,433,782
  Adjustments to reconcile net income to net cash provided
     by operating activities -
    Depreciation, depletion, and amortization                          23,021,628          21,226,751
    Deferred income taxes                                              13,011,040           2,157,818
    Deferred revenue amortization related to production payment          (414,025)           (557,616)
    Other                                                                 406,574             257,572
    Change in assets and liabilities -
      (Increase) decrease in accounts receivable                       (5,847,463)          1,373,493
      Increase (decrease) in accounts payable and accrued
        liabilities, excluding income taxes payable                     1,367,883            (702,149)
      Increase in income taxes payable                                        ---             113,569
                                                                   --------------      --------------

        Net Cash Provided by Operating Activities                      55,348,739          28,303,220
                                                                   --------------      --------------

Cash Flows From Investing Activities:
  Additions to property and equipment                                 (51,150,928)        (23,190,252)
  Proceeds from the sale of property and equipment                        758,643           1,746,559
  Net cash received (distributed) as operator of
    oil and gas properties                                              4,887,289          (1,354,867)
  Net cash received as operator of partnerships
    and joint ventures                                                  1,353,203           3,243,695
  Limited partnership formation and marketing costs                           ---            (648,637)
  Other                                                                   (25,860)           (183,267)
                                                                   --------------      --------------

        Net Cash Used in Investing Activities                         (44,177,653)        (20,386,769)
                                                                   --------------      --------------

Cash Flows From Financing Activities:
  Net payments of bank borrowings                                             ---          (6,200,000)
  Net proceeds from issuances of common stock                           2,355,374             476,971
  Purchase of  treasury stock                                                 ---          (1,462,740)
                                                                   --------------      --------------

        Net Cash Provided by (Used in) Financing Activities             2,355,374          (7,185,769)
                                                                   --------------      --------------

Net Increase in Cash and Cash Equivalents                              13,526,460             730,682

Cash and Cash Equivalents at Beginning of Period                       22,685,648           1,630,649
                                                                   --------------      --------------

Cash and Cash Equivalents at End of Period                         $   36,212,108      $    2,361,331
                                                                   ==============      ==============

Supplemental disclosures of cash flows information:

Cash paid during period for interest, net of amounts capitalized   $    7,562,978      $    6,395,440
Cash paid during period for income taxes                           $          ---      $          ---
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       7

<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999

(1)   GENERAL INFORMATION

         The condensed  consolidated  financial  statements included herein have
      been prepared by Swift Energy  Company and are  unaudited,  except for the
      balance  sheet at December  31,  1999,  which has been  prepared  from the
      audited  financial  statements  at that  date.  The  financial  statements
      reflect  necessary  adjustments,  all of which were of a recurring nature,
      and  are  in  the  opinion  of  our   management   necessary  for  a  fair
      presentation.   Certain  information  and  footnote  disclosures  normally
      included in financial  statements  prepared in accordance  with accounting
      principles  generally  accepted  in the United  States  have been  omitted
      pursuant  to the rules and  regulations  of the  Securities  and  Exchange
      Commission.  We believe  that the  disclosures  presented  are adequate to
      allow  the  information  presented  not to be  misleading.  The  condensed
      consolidated  financial  statements should be read in conjunction with the
      audited financial  statements and the notes thereto included in the latest
      Form 10-K and Annual Report.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Oil and Gas Properties
      ----------------------

         We follow the "full-cost" method of accounting for oil and gas property
      and equipment costs.  Under this method of accounting,  all productive and
      nonproductive  costs  incurred  in  the  acquisition,   exploration,   and
      development of oil and gas reserves are  capitalized.  Under the full-cost
      method of  accounting,  such costs may be incurred  both prior to or after
      the acquisition of a property and include lease  acquisitions,  geological
      and geophysical services,  drilling,  completion,  equipment,  and certain
      general and  administrative  costs directly  associated with  acquisition,
      exploration,  and  development  activities.   Interest  costs  related  to
      unproved   properties  are  also  capitalized  to  unproved  oil  and  gas
      properties.  General and  administrative  costs related to production  and
      general overhead are expensed as incurred.

         At the end of each quarterly  reporting period, the unamortized cost of
      oil and gas properties,  net of related  deferred income taxes, is limited
      to the sum of the  estimated  future net revenues  from proved  properties
      using current  period-end  prices,  discounted to present value at 10% per
      annum,  and  the  lower  of cost or fair  value  of  unproved  properties,
      adjusted for related income tax effects ("Ceiling Test"). This calculation
      is done on a  country-by-country  basis for those  countries  with  proved
      reserves. Currently, we have proved reserves in the United States only.

         No gains or losses are  recognized  upon the sale or disposition of oil
      and gas  properties,  except in  transactions  that involve a  significant
      amount of reserves.  The proceeds from the sale of oil and gas  properties
      are generally  treated as a reduction of oil and gas property costs.  Fees
      from  associated  oil  and  gas   exploration   and  development   limited
      partnerships are credited to oil and gas property costs to the extent they
      do not  represent  reimbursement  of general and  administrative  expenses
      currently charged to expense.

         Future development, site restoration, and dismantlement and abandonment
      costs,  net of salvage  values,  are  estimated on a  property-by-property
      basis, based on current economic conditions,  and are amortized to expense
      as  our  capitalized  oil  and  gas  property  costs  are  amortized.  Our
      properties  are all onshore,  and  historically  the salvage  value of the
      tangible  equipment  offsets our site  restoration and  dismantlement  and
      abandonment costs, which we expect to continue in the future.

                                       8

<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999-CONTINUED


          We compute the provision for depreciation, depletion, and amortization
      of oil and gas  properties on the  unit-of-production  method.  Under this
      method,  we compute the  provision by  multiplying  the total  unamortized
      costs of oil and gas  properties  -  including  future  development,  site
      restoration,  and dismantlement and abandonment costs, but excluding costs
      of unproved  properties  - by an overall rate  determined  by dividing the
      physical  units of oil and gas  produced  during  the  period by the total
      estimated units of proved oil and gas reserves.  This  calculation is done
      on a  country-by-country  basis  for  those  countries  with  oil  and gas
      production.

         The  cost of  unproved  properties  not  being  amortized  is  assessed
      quarterly,  on a country-  by-country  basis,  to  determine  whether such
      properties  have been impaired.  Any  impairment  assessed is added to the
      cost of proved  properties being amortized and is therefore subject to the
      Ceiling Test.  To the extent costs  accumulated  in countries  that do not
      have proved reserves,  any impairment is charged to income. In determining
      whether such costs should be impaired,  our  management  evaluates,  among
      other  factors,  the results of  drilling,  current  oil and gas  industry
      conditions,  economic conditions,  capital availability,  foreign currency
      exchange rates, the political  stability in the countries in which we have
      an investment, and available geological and geophysical information.

         The  calculation  of the Ceiling Test and provision  for  depreciation,
      depletion,  and  amortization  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 estimate.  Accordingly,  reserves  estimates are often different from
      the quantities of oil and gas that are ultimately recovered.

      Use of Estimates
      ----------------

         The  preparation of financial  statements in conformity with accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities  and disclosure of contingent  assets and  liabilities,  if
     any, at the date of the financial  statements  and the reported  amounts of
     revenues and expenses during the reporting period. Such estimates are based
     on  management's  best  information  at the  time and  accordingly,  actual
     results in the subsequent reporting period could differ from estimates.

      Earnings Per Share
      ------------------

         Basic  earnings per share  ("Basic  EPS") has been  computed  using the
      weighted average number of common shares outstanding during the respective
      periods.

         The  calculation of diluted  earnings per share ("Diluted EPS") assumes
      conversion of our convertible  notes as of the beginning of the respective
      periods and the elimination of the related after-tax  interest expense and
      assumes, as of the beginning of the period,  exercise of stock options and
      warrants  using the treasury stock method.  The assumed  conversion of our
      convertible  notes has been excluded from the  calculation  of Diluted EPS
      for the 1999 period as they would have been  antidilutive for that period.
      The following is a reconciliation  of the calculation of Basic and Diluted
      EPS for the  three-month  and  six-month  periods  ended June 30, 2000 and
      1999:

                                       9

<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999-CONTINUED
<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,
                                    --------------------------------------------------------------------------------
                                                    2000                                      1999
                                    -------------------------------------     --------------------------------------
                                        Net                     Per Share         Net                      Per Share
                                       Income        Shares       Amount         Income        Shares        Amount
                                    ------------   ----------   ---------     ------------   -----------   ---------
<S>                                 <C>            <C>          <C>           <C>            <C>           <C>
      Basic EPS:
        Net Income and
          Share Amounts             $ 14,213,274   21,007,545   $     .68     $  3,152,027    16,151,514   $     .20
      Dilutive Securities:
        6.25% Convertible Notes        1,213,074    3,646,847                          ---           ---
        Stock Options                        ---      569,632                          ---         4,442
                                    ------------   ----------                 ------------   -----------
      Diluted EPS:
        Net Income and
          Assumed Share
          Conversions               $ 15,426,348   25,224,024   $     .61     $  3,152,027    16,155,956   $     .20
                                    ============   ==========                 ============   ===========


                                                               Six Months Ended June 30,
                                    --------------------------------------------------------------------------------
                                                    2000                                      1999
                                    -------------------------------------     --------------------------------------
                                        Net                     Per Share          Net                     Per Share
                                       Income        Shares       Amount          Income      Shares        Amount
                                    ------------   ----------   ---------     ------------   -----------   ---------
      Basic EPS:
        Net Income and
          Share Amounts             $ 23,803,102   20,928,081   $    1.14     $  4,433,782    16,153,982   $     .27
      Dilutive Securities:
        6.25% Convertible Notes        2,432,058    3,646,847                          ---           ---
        Stock Options                        ---      569,632                          ---         4,442
                                    ------------   ----------                 ------------   -----------
      Diluted EPS:
        Net Income and
          Assumed Share
          Conversions               $ 26,235,160   25,144,560   $    1.04     $  4,433,782    16,158,424   $     .27
                                    ============   ==========                 ============   ===========
</TABLE>

      New Accounting Pronouncement
      ----------------------------

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
      133,  "Accounting for Derivative  Instruments and Hedging Activities." The
      Statement  establishes  accounting and reporting  standards requiring that
      every derivative  instrument  (including  certain  derivative  instruments
      embedded in other contracts) be recorded in the balance sheet as either an
      asset or liability  measured at its fair value. SFAS No. 133 requires that
      changes in the derivative's fair value be recognized currently in earnings
      unless specific hedge accounting  criteria are met. Special accounting for
      qualifying  hedges  allows the gains and losses on  derivatives  to offset
      related  results on the hedged item in the income  statements and requires
      that  a  company  must  formally  document,   designate,  and  assess  the
      effectiveness of transactions that receive hedge accounting. SFAS No. 133,
      as amended by SFAS No. 137  "Accounting  for  Derivative  Instruments  and
      Hedging  Activities - Deferral of the Effective Date of FASB Statement No.
      133" and as amended by SFAS No. 138  "Accounting  for  Certain  Derivative
      Instruments  and  Certain  Hedging  Activities  -  an  Amendment  of  FASB
      Statement No. 133"," is effective  for fiscal years  beginning  after June
      15, 2000. We are currently  evaluating the new standard,  but have not yet
      determined  the impact it will have on our financial  position and results
      of operations.

                                       10

<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999-CONTINUED


   LONG-TERM DEBT

         Our  long-term  debt as of June 30, 2000 and December  31, 1999,  is as
follows (in thousands):
<TABLE>
<CAPTION>
                                           June 30,        December 31,
                                             2000             1999
                                         -----------       ------------
              <S>                        <C>               <C>
              Bank Borrowings            $       ---       $        ---
              Convertible Notes              115,000            115,000
              Senior Notes                   124,098            124,068
                                         -----------       ------------
                     Long-Term debt      $   239,098       $    239,068
                                         -----------       ------------
</TABLE>

         Under our restated  $250.0  million  revolving  credit  facility with a
      syndicate of nine banks,  at June 30, 2000 and at December 31, 1999 we had
      no outstanding borrowings, as previous borrowings were paid in full during
      August  1999  with  proceeds  from our  third  quarter  concurrent  public
      offerings of senior subordinated notes and common stock. At June 30, 2000,
      the credit facility  consisted of a $250.0 million secured  revolving line
      of credit with a $100 million  borrowing base. The interest rate is either
      (a) the lead bank's prime rate (9.5% at June 30, 2000) or (b) the adjusted
      London  Interbank  Offered  Rate  ("LIBOR")  plus  the  applicable  margin
      depending on the level of outstanding debt. The applicable margin is based
      on the ratio of our outstanding balance on the credit facility to the last
      calculated borrowing base.

         The terms of the credit facility include,  among other restrictions,  a
      limitation on the level of cash  dividends  (not to exceed $2.0 million in
      any fiscal  year),  requirements  as to  maintenance  of  certain  minimum
      financial ratios  (principally  pertaining to working  capital,  debt, and
      equity ratios),  and limitations on incurring other debt. Since inception,
      no cash dividends have been declared on our common stock. We are currently
      in compliance with the provisions of this agreement. The borrowing base is
      redetermined  at least every six months with  November 1, 2000 as the next
      scheduled borrowing base  re-determination  date. By its terms, the credit
      facility extends until August 2002.

         Our  Convertible  Notes at June 30, 2000,  consist of  $115,000,000  of
      6.25% Convertible  Subordinated Notes due 2006. The Convertible Notes were
      issued on November  25, 1996,  and will mature on November  15, 2006.  The
      Convertible Notes are unsecured and convertible into common stock of Swift
      at the option of the  holders at any time prior to maturity at an adjusted
      conversion  price of $31.534  per share,  subject to  adjustment  upon the
      occurrence of certain events.  The original  conversion  price of $34.6875
      was adjusted  downward to reflect the 10% stock  dividend in October 1997.
      Interest on the notes is payable  semiannually  on May 15 and November 15.
      The Convertible Notes are redeemable for cash at the option of Swift, with
      certain restrictions,  at 104.375% of principal,  declining to 100.625% in
      2005. Upon certain changes in control of Swift, if the price of our common
      stock is not above certain levels,  each holder of Convertible  Notes will
      have the right to require us to repurchase the  Convertible  Notes at 101%
      of the principal amount thereof, together with accrued and unpaid interest
      to the  date  of  repurchase,  but  after  the  repayment  of  any  Senior
      Indebtedness, as defined.

                                       11

<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999-CONTINUED


         Our Senior Notes at June 30, 2000,  consist of  $125,000,000  of 10.25%
      Senior  Subordinated  Notes due 2009.  The  Senior  Notes  were  issued at
      99.236%  of the  principal  amount on August 4, 1999,  and will  mature on
      August 1, 2009. The notes are unsecured  senior  subordinated  obligations
      and are  subordinated  in right of payment to all our  existing and future
      senior  debt,  including  our bank debt.  Interest on the Senior  Notes is
      payable  semiannually  on February 1 and August 1, and commenced  with the
      first payment on February 1, 2000. On or after August 1, 2004,  the Senior
      Notes  are  redeemable  for cash at the  option  of  Swift,  with  certain
      restrictions,  at 105.125% of  principal,  declining  to 100% in 2007.  In
      addition,  prior to  August  1,  2002,  we may  redeem up to 33.33% of the
      Senior  Notes with the  proceeds of  qualified  offerings of our equity at
      110.25% of the principal amount of the Senior Notes, together with accrued
      and unpaid interest. Upon certain changes in control of Swift, each holder
      of Senior Notes will have the right to require us to repurchase the Senior
      Notes at a purchase  price in cash equal to 101% of the principal  amount,
      plus accrued and unpaid interest to the date of purchase.

(3)    STOCKHOLDERS' EQUITY

         In  August of 1999,  we sold 4.6  million  shares of common  stock in a
      public  offering for $9.75 per share,  with net proceeds of  approximately
      $42.1 million.

(4) FOREIGN ACTIVITIES

         New Zealand. We own a petroleum  exploration permit in New Zealand. The
      first permit covered  approximately  65,000 acres in the Onshore  Taranaki
      Basin of New Zealand's North Island, and the second covered  approximately
      69,300 adjacent acres. In March 1998, we surrendered  approximately 46,400
      acres  covered by the first  permit,  and the  remaining  acreage has been
      included as an extension of the area covered in the second permit, leaving
      us with only one  expanded  permit.  On October 18,  1999,  this  expanded
      permit  was  again  extended  to  include  approximately  12,800  adjacent
      offshore acres. This permit now contains approximately 100,700 acres.

          In late 1999, our first  exploratory well on this permit,  the Rimu-A1
      was  completed,  and a  ten-day  production  draw-down/build-up  test  was
      performed.  Our portion of the  drilling,  completion,  and testing  costs
      incurred  through June 30, 2000 was  approximately  $7.0  million.  We are
      performing  additional seismic acquisition and analysis on the permit area
      and are analyzing  further  delineation  activities on the Rimu block.  We
      commenced  drilling the first delineation  well, the Rimu-B1,  on July 18,
      2000.

         As  of  June  30,  2000,   our   investment  in  New  Zealand   totaled
      approximately $16.7 million. Approximately $0.7 million of such costs have
      been  impaired,  while the  remaining  $16.0  million is  included  in the
      unproved  properties  portion  of  oil  and  gas  properties.   All  other
      obligations under the permit have been fulfilled.

                                       12

<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     GENERAL

         Over the last several years, we have emphasized adding reserves through
     drilling  activity.  We also add reserves  through  strategic  purchases of
     producing  properties  when oil and gas prices  are lower and other  market
     conditions are appropriate, as we did in the third quarter of 1998 with the
     purchase of the Masters Creek and Brookeland  Areas from Sonat  Exploration
     Company.  In 1997,  1998,  and 1999,  we used  this  flexible  strategy  of
     employing  both  drilling and  acquisitions  to add more  reserves  than we
     depleted through  production.  Oil and gas sales attributable to properties
     in which we own a direct or indirect interest comprise virtually all of our
     revenues.

     LIQUIDITY AND CAPITAL RESOURCES

         During  the first six  months of 2000,  we relied  upon our  internally
     generated cash flows of $55.3 million to fund capital expenditures of $51.2
     million. We expect internally  generated cash flows,  together with cash on
     hand of $36.2 million at June  30,2000,  to provide funds for capital costs
     and working capital through the remainder of 2000.

         During 1999, we primarily  relied upon internally  generated cash flows
     of $73.6 million to fund capital  expenditures  of $78.1  million.  Capital
     expenditures were also partially funded with the remaining proceeds,  after
     repayment of our bank borrowings,  from our public sale of senior notes and
     common stock in August 1999.

         Net Cash Provided by Operating Activities.  For the first six months of
     2000,  net cash  provided by our operating  activities  increased by 96% to
     $55.3  million,  as compared to $28.3 million during the first six months a
     year  earlier.  The increase of $27.0  million was  primarily  due to $38.0
     million of  additional  oil and gas sales during the 2000 period.  However,
     this  increase was partially  offset by a $4.5 million  increase in oil and
     gas production costs and a $1.4 million increase in interest expense.

         Financing  Activities.   In  August  1999,  in  two  concurrent  public
     offerings,  we sold $125.0 million of 10.25% Senior  Subordinated Notes and
     4.6 million shares of common stock for $44.9 million. The notes were issued
     at  99.236%  of the  principal  amount  and will  mature on August 1, 2009.
     Proceeds from the two offerings have been used to repay our bank borrowings
     of  $136.0  million.  The  remaining  proceeds  were  used,  together  with
     internally  generated cash flows, to fund capital  expenditures and working
     capital needs.  The principal terms of these notes are more fully described
     in Note 3 to our condensed consolidated financial statements.

         Credit  Facility.  At June 30, 2000 and at December 31, 1999, we had no
      outstanding  borrowings under our credit  facility.  At June 30, 2000, our
      credit  facility  was a $250.0  million  revolving  line of credit  with a
      $100.0 million  borrowing base. Our revolving  credit  facility  includes,
      among  other  restrictions,  requirements  as to  maintenance  of  certain
      minimum financial ratios (principally pertaining to working capital, debt,
      and equity  ratios),  and  limitations  on  incurring  other debt.  We are
      currently in compliance with the provisions of this agreement.

                                       13

<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED


         Debt Maturities. The credit facility extends until August 18, 2002. Our
      $115.0  million  convertible  notes mature  November 15, 2006.  Our $125.0
      million senior notes mature August 1, 2009.

         Working  Capital.  Our working capital  increased from $16.5 million at
      December 31, 1999,  to $25.8  million at June 30, 2000,  primarily  due to
      increased  oil and gas sales,  which  reflect the  increase  in  commodity
      prices.

         Common Stock Repurchase  Program.  In March 1997, we commenced a common
      stock repurchase program that terminated  pursuant to its terms as of June
      30, 1999. We spent $13.3 million to acquire  927,774  shares at an average
      cost of $14.34 per share.  In March 1999,  we used 68,318 shares of common
      stock held as  treasury  stock to fund our  employer  contribution  in the
      401(k)  program for our  employees.  In May 2000,  we  contributed  15,652
      shares  of common  stock  held as  treasury  stock to our  Employee  Stock
      Ownership Plan.

         Capital  Expenditures.  During  the first six  months of 2000,  we used
      $51.2  million to fund  capital  expenditures  for  property,  plant,  and
      equipment.  These  capital  expenditures  included:

      o  $38.3 million for drilling costs, both development and exploratory;

      o  $8.5  million  of  domestic   prospect  costs,   principally   prospect
         leasehold, seismic and geological costs of unproved prospects;

      o  $3.1 million invested in New Zealand;

      o  $0.8 million on property, plant and equipment; and

      o  $0.5  million  spent  primarily  for computer  equipment,  software and
         furniture and fixtures.

         In the  remaining  six  months  of  2000,  we  expect  to make  capital
      expenditures of approximately $94.0 million,  including investments in all
      areas in which  investments  were made  during the first six months of the
      year as described above. These amounts include approximately $35.0 million
      for property  acquisitions,  which may or may not take place,  principally
      dependent upon our ability to find and purchase  attractive  properties at
      reasonable prices.

         We drilled or participated in the drilling of 32 wells in the first six
      months of 2000, and 28 were  successful.  Development  wells had a success
      rate of 26 out of 29,  while two out of three  exploratory  wells  drilled
      were  successful.  For the  remaining  six  months  of 2000 we  anticipate
      drilling or participating in the drilling of an additional 37 wells,  made
      up of 28 domestic  development wells and seven domestic exploratory wells,
      and two delineation wells to our New Zealand Rimu well, the first of which
      commenced drilling in mid-July.  We estimate capital expenditures for 2000
      to  be  approximately  $145.0  million,  an  increase  from  1999  capital
      expenditures of $78.0 million.  This upward adjustment in the 2000 capital
      expenditures  budget is in response to increased cash flows resulting from
      the improvement in commodity  prices.  We believe that 2000's  anticipated
      internally  generated  cash  flows,  together  with cash on hand,  will be
      sufficient to finance the costs  associated  with our  currently  budgeted
      remaining  2000  capital  expenditures.   We  also  have  access  to  bank
      borrowings, should they become necessary.

                                       14

<PAGE>

                             SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED


      RESULTS OF OPERATIONS - Three Months Ended June 30, 2000 and 1999

         Revenues.  Our revenues increased 93% during the second quarter of 2000
      as compared to the same period in 1999. This increase was caused by growth
      in our oil and gas  sales  which  resulted  from the 81%  increase  in oil
      prices received and the 94% increase in gas prices received.

         Oil and Gas Sales. Our oil and gas sales increased 93% to $45.5 million
      in the  second  quarter  of  2000,  compared  to  $23.6  million  for  the
      comparable period in 1999. Our natural gas production increased 3% and oil
      production  increased  1%  resulting  in a 2%,  or 0.3 Bcfe,  increase  in
      volumes produced compared to production in the same period in 1999.

         Our $21.9  million  increase  in oil and gas sales  during  the  second
      quarter of 2000 resulted from:

      o  Price increases which had a favorable impact on sales of $21.4 million,
         with $8.0 million of the  increase  coming from the increase in average
         oil prices  received  and $13.4  million  coming  from the  increase in
         average gas prices received; and

      o  Volume  increases  which  had an  favorable  impact  on  sales  of $0.5
         million,  with $0.4  million of the  increase  coming  from the 0.2 Bcf
         increase in gas sales  volumes and $0.1 million of the increase  coming
         from the 5,600 barrel increase in oil sales volumes.

         The  following  table  provides  additional  information  regarding the
      changes in the sources of our oil and gas sales and volumes  from our four
      core areas in the second quarter periods of 2000 and 1999.
<TABLE>
<CAPTION>
                                             Three Months Ended June 30,
           Area               Revenues (In Millions)      Net Sales Volumes (Bcfe)
           ----               ----------------------      ------------------------
                                 2000        1999             2000         1999
                                ------      ------           ------       ------
           <S>                  <C>         <C>              <C>          <C>
           AWP Olmos            $ 11.5      $  7.0             3.2          3.2
           Brookeland           $  5.7      $  2.4             1.3          1.0
           Giddings             $  3.0      $  2.2             0.8          1.0
           Masters Creek        $ 23.7      $ 10.6             5.1          4.6
</TABLE>

                                       15

<PAGE>

                             SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED


         The following table provides additional  information  regarding our oil
and gas sales:
<TABLE>
<CAPTION>
                                             Net Sales Volume                    Average Sales Price
                                -----------------------------------------       ----------------------
                                Oil (Bbl)    Gas (Mcf)    Combined (Mcfe)       Oil (Bbl)    Gas (Mcf)
                                ---------    ---------    ---------------       ---------    ---------
      1999
      <S>                        <C>         <C>          <C>                   <C>          <C>
      Three Months Ended
      June 30,                    644,323    6,688,316      10,554,254          $   15.25    $    2.05

      2000
      Three Months Ended
      June 30,                    649,894    6,910,947      10,810,311          $   27.55    $    3.99
</TABLE>

         Costs and  Expenses.  Our general and  administrative  expenses for the
      second  quarter of 2000 increased  $275,000,  or 23%, when compared to the
      same  period in 1999.  Our general and  administrative  expenses  per Mcfe
      produced  also  increased  to $0.14 per Mcfe  from  $0.11 per Mcfe for the
      comparable  period in 1999.  Such  increases are  reflective of additional
      staffing costs as our activities  increase.  Supervision  fees netted from
      general and administrative  expenses were $0.8 million for the three-month
      periods ended June 30, 2000 and 1999.

         Depreciation,  depletion  and  amortization  of our  assets,  or  DD&A,
      increased  approximately  $1.1 million,  or 10%, for the second quarter of
      2000.  This was primarily due to additions to our reserves and  associated
      costs and to the related 2% increase in production volumes.  Our DD&A rate
      per Mcfe of production  increased to $1.07 per Mcfe in the second  quarter
      of 2000 from $0.99 per Mcfe in the same 1999 period.

         Our production costs increased by $2.8 million to $0.64 per Mcfe in the
      second quarter of 2000 from $0.39 per Mcfe in the same 1999 period. Of the
      $2.8 million  increase,  $1.4 million related to the increase in severance
      and ad valorem taxes, which are commodity price sensitive. Severance taxes
      increased  primarily from the higher commodity  prices received,  from the
      expiration of certain specific well severance tax exemptions, and from the
      increase in production volumes. The remainder of the $2.8 million increase
      reflects  costs  associated  with newly drilled wells as well as increased
      activities  related  to  production  enhancements  during  periods of high
      commodity  prices,  such as the  increased  use of  production  chemicals.
      Supervision  fees netted from  production  costs were $0.8 million for the
      three-month periods ended June 30, 2000 and 1999.

         Interest  expense  on  our  convertible   notes  due  2006,   including
      amortization of debt issuance costs, was the same in the second quarter of
      2000 and 1999,  totaling  $1.9  million.  Interest  expense  on the credit
      facility,  including  commitment  fees and  amortization  of debt issuance
      costs,  totaled  $0.1 million in the second  quarter of 2000,  compared to
      $2.5 million in the same 1999 period. Interest expense and discount on our
      newly  issued  senior  notes  due  2009,  including  amortization  of debt
      issuance costs,  totaled $3.3 million in 2000 only.  Thus,  total interest
      charges for the second  quarter of 2000 were $5.3  million,  of which $1.3
      million was  capitalized.  In the second  quarter of 1999,  these  charges
      totaled $4.4 million, of which $1.0 million was capitalized.  The increase
      in interest expense in 2000 is attributable to the higher interest rate on
      our new senior notes.  The  capitalized  portion of interest is related to
      our exploration and foreign business development activities.

                                       16

<PAGE>

                             SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED


         Net  Income.  Our net income  for the  second  quarter of 2000 of $14.2
      million  and Basic EPS of $0.68 were 351% and 240%  higher than net income
      of $3.2  million  and Basic EPS of $0.20 in the  second  quarter  of 1999.
      These  increases  primarily  reflected the effect of the increased oil and
      gas prices  received in the 2000  period,  as discussed  above.  The lower
      percentage increase in Basic EPS, as compared to net income, resulted from
      the public sale of 4.6 million shares of common stock in the third quarter
      of 1999.


      RESULTS OF OPERATIONS - Six Months Ended June 30, 2000 and 1999

         Revenues.  Our revenues  increased 85% during the first half of 2000 as
      compared to the same period in 1999. This increase was caused by growth in
      our oil and gas sales which  resulted from the 112% increase in oil prices
      received and the 79% increase in gas prices received.

         Oil and Gas Sales. Our oil and gas sales increased 85% to $82.7 million
      in the  first  six  months  of 2000,  compared  to $44.7  million  for the
      comparable period in 1999. Our natural gas production decreased 3% and oil
      production  decreased  5%  resulting  in a 4%,  or 0.8 Bcfe,  decrease  in
      volumes produced  compared to production in the same period in 1999. These
      volume decreases were more than offset by increased  prices received.  The
      decrease in production  volumes  resulted  primarily  from our decision to
      reduce  development  drilling during 1999 due to low oil and gas prices at
      the time.  With drilling  curtailed in 1999, not enough new production was
      placed online to offset the normal production decline in the AWP Olmos and
      Giddings  areas, as can be seen in the table below.  Also,  property sales
      relating to the ongoing liquidation of partnerships we manage have reduced
      our share of  production  volumes in areas outside of our four core areas.
      With increased  levels of drilling in late 1999 and in 2000, we have begun
      to turn this trend around, as second quarter 2000 production exceeded 1999
      second quarter  production as described  above.  We currently  expect that
      production  quantities  going forward will also be higher than  production
      during the comparable  quarters in 1999. Second quarter 2000 production of
      10.8 Bcfe  represented  a 3% increase  over the 10.5 Bcfe  produced in the
      first quarter of 2000 and a 6% increase over the 10.2 Bcfe produced in the
      fourth quarter of 1999.

         Our $38.0  million  increase in oil and gas sales during the first half
      of 2000 resulted from:

      o  Price increases which had a favorable impact on sales of $39.7 million,
         with $18.9 million of the increase  coming from the increase in average
         oil prices  received  and $20.8  million  coming  from the  increase in
         average gas prices received; offset by

      o  Volume  decreases  which  had an  unfavorable  impact  on sales of $1.7
         million,  with $0.8  million of the  decrease  coming  from the 0.4 Bcf
         decrease in gas sales  volumes and $0.9 million of the decrease  coming
         from the 69,500 barrel decrease in oil sales volumes.

         The  following  table  provides  additional  information  regarding the
      changes in the sources of our oil and gas sales and volumes  from our four
      core areas in the first six-month periods of 2000 and 1999.

                                       17

<PAGE>

                             SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED
<TABLE>
<CAPTION>
                                              Six Months Ended June 30,
           Area                 Revenues (In Millions)      Net Sales Volumes (Bcfe)
           ----                 ----------------------      ------------------------
                                   2000        1999            2000          1999
                                  ------      ------          ------        ------
           <S>                    <C>         <C>              <C>            <C>
           AWP Olmos              $ 21.8      $ 13.8            6.5           6.9
           Brookeland             $  8.7      $  4.7            2.2           2.1
           Giddings               $  5.4      $  3.6            1.6           1.9
           Masters Creek          $ 44.0      $ 20.4           10.1           9.9
</TABLE>

         The following table provides additional  information  regarding our oil
      and gas sales:
<TABLE>
<CAPTION>
                                            Net Sales Volume                      Average Sales Price
                               ------------------------------------------       ----------------------
                               Oil (Bbl)     Gas (Mcf)    Combined (Mcfe)       Oil (Bbl)    Gas (Mcf)
                               ---------    ----------    ---------------       ---------    ---------
      <S>                      <C>          <C>           <C>                   <C>          <C>
      1999
      Six Months Ended
      June 30,                 1,372,133    13,912,504      22,145,302          $  12.93     $   1.94

      2000
      Six Months Ended
      June 30,                 1,302,642    13,513,318      21,329,170          $  27.45     $   3.47
</TABLE>

         Costs and  Expenses.  Our general and  administrative  expenses for the
      first six months of 2000 increased $313,000,  or 14%, when compared to the
      same  period in 1999.  Our general and  administrative  expenses  per Mcfe
      produced  also  increased  to $0.12 per Mcfe  from  $0.10 per Mcfe for the
      comparable  period in 1999.  Such increases are reflective of increases in
      our  activities as discussed  above in the  comparison  of second  quarter
      results.  Supervision fees netted from general and administrative expenses
      were $1.7  million  for the current  year period and $1.5  million for the
      1999 period.

         DD&A  increased  approximately  $1.8 million,  or 8%, for the first six
      months of 2000.  This was  primarily  due to additions to our reserves and
      associated costs and to the related 4% decrease in production volumes. Our
      DD&A rate per Mcfe of production  increased to $1.08 per Mcfe in the first
      six months of 2000 from $0.96 per Mcfe in the same 1999 period.

         Our  production  costs per Mcfe  increased by $4.5 million or $0.61 per
      Mcfe in the  first  half of 2000  from  $0.39  per Mcfe in the  same  1999
      period. Of the $4.5 million increase, $2.4 million related to the increase
      in severance  and ad valorem taxes which are  commodity  price  sensitive.
      Severance  taxes  increased  primarily  from the higher  commodity  prices
      received and from the  expiration of certain  specific well  severance tax
      exemptions.  The remainder of the $4.5 million increase reflects increased
      activities  discussed  above in the comparison of second quarter  results.
      Supervision  fees netted from production costs for the first six months of
      2000 were $1.7 million and for the same period of 1999 were $1.5 million.

                                       18

<PAGE>

                             SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED


         Interest  expense  on  our  convertible   notes  due  2006,   including
      amortization of debt issuance costs,  was the same in the first six months
      of 2000 and 1999,  totaling $3.8 million.  Interest  expense on the credit
      facility,  including  commitment  fees and  amortization  of debt issuance
      costs,  totaled $0.3 million in the first six months of 2000,  compared to
      $4.9 million in the same 1999 period. Interest expense and discount on our
      newly  issued  senior  notes  due  2009,  including  amortization  of debt
      issuance costs,  totaled $6.5 million in 2000 only.  Thus,  total interest
      charges for the first six months of 2000 were $10.6 million, of which $2.5
      million was  capitalized.  In the first six months of 1999,  these charges
      totaled $8.7 million, of which $2.1 million was capitalized.  The increase
      in interest expense in 2000 is attributable to the higher interest rate on
      our new senior notes.  The  capitalized  portion of interest is related to
      our exploration and foreign business development activities.

         Net  Income.  Our net  income for the first six months of 2000 of $23.8
      million  and Basic EPS of $1.14 were 437% and 322%  higher than net income
      of $4.4  million  and Basic EPS of $0.27 in the first six  months of 1999.
      This  increase  primarily  reflected  the effect of increased  oil and gas
      prices  received  in the  2000  period,  as  discussed  above.  The  lower
      percentage increase in Basic EPS, as compared to net income, resulted from
      the public sale of 4.6 million shares of common stock in the third quarter
      of 1999.


                           Forward Looking Statements

         The statements  contained in this report that are not historical  facts
      are  forward-looking  statements as that term is defined in Section 21E of
      the Securities and Exchange Act of 1934, as amended.  Such forward-looking
      statements may pertain to, among other things,  financial results, capital
      expenditures,  drilling activity,  development  activities,  cost savings,
      production efforts and volumes, hydrocarbon reserves,  hydrocarbon prices,
      liquidity,   regulatory  matters  and  competition.  Such  forward-looking
      statements  generally are accompanied by words such as "plan," "estimate,"
      "expect,"  "budget,"  "predict,"   "anticipate,"   "projected,"  "should,"
      "believe" or other words that convey the  uncertainty  of future events or
      outcomes.  Such  forward-looking  information  is based upon  management's
      current plans, expectations, estimates and assumptions and is subject to a
      number of risks and uncertainties and therefore, actual results may differ
      materially.  Among the factors that could cause  actual  results to differ
      materially are:  fluctuations of the prices received or demand for our oil
      and  natural  gas;  the  uncertainty  of  drilling   results  and  reserve
      estimates;  operating hazards;  requirements for capital; general economic
      conditions;  competition and government regulations;  as well as the risks
      and uncertainties discussed herein, and set forth from time to time in our
      other public reports, filings and public statements.  Also, because of the
      volatility in oil and gas prices and other  factors,  interim  results are
      not necessarily indicative of those for a full year.

                                       19

<PAGE>

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS


      Commodity Risk
      --------------

         Our revenues are  primarily  the result of sales of our oil and natural
      gas  production.  Market  prices of oil and natural gas may  fluctuate and
      adversely affect operating  results.  To mitigate some of this risk, we do
      engage periodically in certain limited hedging activities,  which includes
      buying protection price floors and entering into participating collars for
      portions of our and our managed limited  partnerships' oil and natural gas
      production.  These derivative financial  instruments are placed with major
      financial  institutions that we believe present minimum credit risk. Costs
      and any benefits derived from the price floors are recorded as a reduction
      or increase,  as applicable,  in oil and gas sales  revenue.  The costs to
      purchase  the price  floors  are  amortized  over the option  period.  The
      participating  collars  are  designated  as hedges and  realized  gains or
      losses  are  recognized  in oil  and  gas  revenues  when  the  associated
      production occurs.

         The costs related to 2000 hedging  activities  through June 30, 2000 on
      both the price floors and the participating  collars totaled $782,984,  or
      $0.037 per Mcfe produced.

          The costs relating to 2000 hedging activities through June 30, 2000 on
      the price floors totaled  $173,364 with no benefits  having been received,
      resulting in a net cash outflow of $173,364,  or $0.008 per Mcfe produced.
      At June 30, 2000, six months of participating  collars had closed with our
      recording a loss of $609,620, or $0.029 per Mcfe produced.

         The costs  related to open price  floor  contracts  as of June 30, 2000
      totaled  $396,750,  which is our maximum  exposure under these  contracts.
      These open  contracts had a fair market value of $80,300 at June 30, 2000.
      There are no open participating collars at this time.

                                       20

<PAGE>

                              SWIFT ENERGY COMPANY
                          PART II. - OTHER INFORMATION

Item 1.    Legal Proceedings - N/A

Item 2.    Changes in Securities and Use of Proceeds - N/A

Item 3.    Defaults Upon Senior Securities - N/A

Item 4.    Submission of Matters to a Vote of Security Holders -

Our annual meeting of shareholders  was held on May 9, 2000. At the record date,
20,859,456  shares of common stock were outstanding and entitled to one vote per
share upon all matters  submitted at the  meeting.  At the annual  meeting,  two
nominees  were  elected to serve as  Directors  of Swift for three year terms to
expire at the 2003 annual meeting of shareholders:
<TABLE>
<CAPTION>
                                           FOR         AGAINST     ABSTENTIONS
                                           ---         -------     -----------
           NOMINEES FOR DIRECTORS
           <S>                          <C>             <C>            <C>
           Terry E. Swift               19,929,806      85,124         ---
           Clyde W. Smith Jr.           19,929,348      85,582         ---
</TABLE>

The terms of Directors A. Earl Swift,  Henry C.  Montgomery,  and Harold Withrow
expire at the 2001 annual meeting and the terms of Directors Virgil N. Swift and
G. Robert Evans expire at the 2002 annual meeting.

Item 5.    Other Information -

Effective June 30, 2000,  Executive Vice President  Virgil N. Swift retired from
his day-to-day  responsibilities in that position.  He will continue to serve as
Vice  Chairman of the Board of Swift  Energy  Company and will also  continue to
serve as Chairman and CEO of Swift Energy International.

On July 28, 2000, we announced the early retirement of Senior Vice President and
Chief Financial  Officer John R. Alden.  His retirement will become effective on
September 30, 2000.  Effective August 1, 2000, Alton D. Heckaman,  Jr., our Vice
President and  Controller  since 1986,  became  Senior Vice  President and Chief
Financial Officer.

Item 6.    Exhibits & Reports on Form 8-K -

     (a) Documents filed as part of the report

         (3)    Exhibits

                  12  Swift Energy Company Ratio of Earnings to Fixed Charges

     (b) Reports on Form 8-K filed during the quarter ended June 30, 2000 - None

                                       21

<PAGE>

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                     SWIFT ENERGY COMPANY
<TABLE>
<CAPTION>
                                     (Registrant)
<S>                                  <C>

Date:     August 11, 2000            By:         (Original Signed By)
      ------------------------           ---------------------------------------
                                     Alton D. Heckaman, Jr.
                                     Senior Vice President,
                                     Chief Financial Officer, Controller and
                                     Principal Accounting Officer
</TABLE>

                                       22

<PAGE>


                                   Exhibit 12

<PAGE>

                              SWIFT ENERGY COMPANY
                       RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                           June 30,
                                               -----------------------------
                                                   2000             1999
                                               ------------     ------------
    <S>                                          <C>              <C>
    GROSS G&A                                    11,386,483       10,577,434
    NET G&A                                       2,607,525        2,294,286
    INTEREST EXPENSE                              8,076,324        6,653,012
    RENT EXPENSE                                    626,497          674,885
    NET INCOME BEFORE TAXES                      37,137,402        6,691,824
    CAPITALIZED INTEREST                          2,427,537        1,843,664
    DEPLETED CAPITALIZED INTEREST                   170,640          172,848


             CALCULATED DATA
    ----------------------------------

    UNALLOCATED G&A (%)                              22.90%           21.69%
    NON-CAPITAL RENT EXPENSE                        143,469          146,385
    1/3 NON-CAPITAL RENT EXPENSE                     47,823           48,795
    FIXED CHARGES                                10,551,684        8,545,471
    EARNINGS                                     45,432,189       13,566,479

    RATIO OF EARNINGS TO FIXED CHARGES                 4.31             1.59
                                               ============     ============
</TABLE>



         For  purposes of  calculating  the ratio of earnings to fixed  charges,
      fixed charges include interest expense, capitalized interest, amortization
      of debt issuance costs and discounts,  and that portion of non-capitalized
      rental expense deemed to be the equivalent of interest. Earnings represent
      income  before  income  taxes  from  continuing  operations  before  fixed
      charges.



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