SWIFT ENERGY CO
10-Q, 2000-11-13
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 September 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                                         21,434,358 Shares
($.01 Par Value)                               (Outstanding at October 31, 2000)
(Class of Stock)


<PAGE>


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

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                              PAGE
         <S>                                                                               <C>
         Item 1.    Condensed Consolidated Financial Statements

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

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

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

                    Condensed Consolidated Statements of Cash Flows
                    - For the Nine-month periods ended September 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                                               14

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk              21

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                    None
         Item 5.    Other                                                                  None
         Item 6.    Exhibits and Reports on Form 8-K                                        22
SIGNATURES                                                                                  23
</TABLE>

                                       2

<PAGE>


                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                September 30, 2000   December 31, 1999
                                                                ------------------   ------------------
                                                                      (Unaudited)
 ASSETS
<S>                                                             <C>                  <C>
 Current Assets:
   Cash and cash equivalents                                    $       32,312,754   $       22,685,648
   Accounts receivable -
     Oil and gas sales                                                  25,637,298           15,634,019
     Associated limited partnerships
        and joint ventures                                               7,225,890            5,359,596
     Joint interest owners                                               4,831,631            5,550,048
   Other current assets                                                  1,350,714            1,376,177
                                                                ------------------   ------------------
       Total Current Assets                                             71,358,287           50,605,488
                                                                ------------------   ------------------

 Property and Equipment:
   Oil and gas, using full-cost accounting
       Proved properties being amortized                               673,382,809          573,360,199
       Unproved properties not being amortized                          69,272,612           57,662,739
                                                                ------------------   ------------------
                                                                       742,655,421          631,022,938
   Furniture, fixtures, and other equipment                              8,462,918            7,778,571
                                                                ------------------   ------------------
                                                                       751,118,339          638,801,509
   Less-Accumulated depreciation, depletion,
       and amortization                                               (277,545,091)        (242,966,019)
                                                                ------------------   ------------------
                                                                       473,573,248          395,835,490
                                                                ------------------   ------------------
 Other Assets:
   Receivables from associated limited
     partnerships, net of current portion                                      ---              628,228
   Deferred charges                                                      6,659,879            7,230,208
                                                                ------------------   ------------------
                                                                         6,659,879            7,858,436
                                                                ------------------   ------------------

                                                                $      551,591,414   $      454,299,414
                                                                ==================   ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>


                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30, 2000  December 31, 1999
                                                                    ------------------  -----------------
                                                                       (Unaudited)
 <S>                                                                <C>                 <C>
 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
   Accounts payable and accrued liabilities                         $       41,493,669  $      25,674,143
   Payable to associated limited partnerships                               14,717,076            609,967
   Undistributed oil and gas revenues                                       11,207,348          7,785,975
                                                                    ------------------  -----------------
       Total Current Liabilities                                            67,418,093         34,070,085
                                                                    ------------------  -----------------

 Long-Term Debt                                                            239,113,684        239,068,423
 Deferred Revenues                                                              53,139            576,658
 Deferred Income Taxes                                                      30,029,382         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,  35,000,000 shares  authorized,
     22,269,670 and 21,683,185 shares issued, and 21,425,866
     and 20,823,729 shares outstanding, respectively                           222,697            216,832
   Additional paid-in capital                                              195,800,066        191,092,851
   Treasury stock held, at cost, 843,804 and 859,456
     shares, respectively                                                  (12,101,199)       (12,325,668)
   Retained earnings (deficit)                                              31,055,552         (8,579,898)
                                                                    ------------------  -----------------
                                                                           214,977,116        170,404,117
                                                                    ------------------  -----------------

                                                                    $      551,591,414  $     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                  Nine months ended
                                         ----------------------------------    ---------------------------------
                                            09/30/00            09/30/99          09/30/00           09/30/99
                                         ---------------     --------------    --------------    ---------------
<S>                                      <C>                 <C>               <C>               <C>
Revenues:
  Oil and gas sales                      $    48,716,637     $   30,737,150    $  131,403,301    $    75,405,571
  Fees from limited partnerships
    and joint ventures                           138,487             92,737           257,653            192,386
  Interest income                                445,396            243,998         1,084,038            267,280
  Other, net                                     224,646            205,410           655,194            830,879
                                         ---------------     --------------    --------------    ---------------
                                              49,525,166         31,279,295       133,400,186         76,696,116
                                         ---------------     --------------    --------------    ---------------

Costs and Expenses:
  General and administrative, net              1,649,354          1,053,655         4,256,879          3,347,941
  Depreciation, depletion and
    amortization                              11,589,279         10,403,262        34,610,907         31,630,013
  Oil and gas production                       7,568,686          5,138,138        20,600,827         13,689,086
  Interest expense, net                        3,969,684          3,749,414        12,046,008         10,402,426
                                         ---------------     --------------    --------------    ---------------
                                              24,777,003         20,344,469        71,514,621         59,069,466
                                         ---------------     --------------    --------------    ---------------

Income before Income Taxes                    24,748,163         10,934,826        61,885,565         17,626,650

Provision for Income Taxes                     8,915,815          3,827,189        22,250,115          6,085,231
                                         ---------------     --------------    --------------    ---------------

Net Income                               $    15,832,348     $    7,107,637    $   39,635,450    $    11,541,419
                                         ===============     ==============    ==============    ===============


Per share amounts -
  Basic:                                 $          0.74     $         0.37    $         1.88    $          0.67
                                         ===============     ==============    ==============    ===============


  Diluted:                               $          0.66     $         0.36    $         1.71    $          0.67
                                         ===============     ==============    ==============    ===============


Weighted Average Shares Outstanding           21,347,883         19,069,848        21,068,015        17,125,937
                                         ===============     ==============    ==============    ===============
</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
        (525,616 shares)(2)                      5,256           4,112,741                ---                ---         4,117,997

    Employee stock purchase plan
        (29,889 shares)(2)                         299             297,414                ---                ---           297,713

    Net income (2)                                 ---                 ---                ---         39,635,450        39,635,450
                                       ---------------   -----------------    ---------------    ---------------   ---------------

 Balance, September 30, 2000 (2)       $       222,697   $     195,800,066    $   (12,101,199)   $    31,055,552   $   214,977,116
                                       ===============   =================    ===============    ===============   ===============

 (1) $.01 Par Value
 (2) Unaudited
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>


                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 Period Ended September 30,
                                                                        ----------------------------------------------
                                                                                2000                      1999
                                                                        --------------------     ---------------------
<S>                                                                     <C>                      <C>
Cash Flows From Operating Activities:
  Net income                                                            $         39,635,450     $          11,541,419
  Adjustments to reconcile net income to net cash provided
     by operating activities -
    Depreciation, depletion, and amortization                                     34,610,907                31,630,013
    Deferred income taxes                                                         21,679,373                 5,787,938
    Deferred revenue amortization related to production payment                     (543,876)                 (806,950)
    Other                                                                            615,590                   422,196
    Change in assets and liabilities -
      Increase in accounts receivable                                             (8,411,707)               (3,245,871)
      Increase in accounts payable and accrued
        liabilities, excluding income taxes payable                                  249,650                 2,930,390
      Increase in income taxes payable                                                   ---                   304,628
                                                                        --------------------     ---------------------

        Net Cash Provided by Operating Activities                                 87,835,387                48,563,763
                                                                        --------------------     ---------------------

Cash Flows From Investing Activities:
  Additions to property and equipment                                           (102,121,338)              (34,907,498)
  Proceeds from the sale of property and equipment                                 3,378,234                 3,914,578
  Net cash received as operator of oil and gas properties                         19,485,168                 4,177,050
  Net cash received (distributed) as operator of partnerships
    and joint ventures                                                            (1,866,294)                4,261,642
  Limited partnership formation and marketing costs                                      ---                  (855,632)
  Other                                                                              (11,478)                 (326,799)
                                                                        --------------------     ---------------------

        Net Cash Used in Investing Activities                                    (81,135,708)              (23,736,659)
                                                                        --------------------     ---------------------

Cash Flows From Financing Activities:
  Proceeds from senior subordinated notes                                                ---               124,054,369
  Net payments of bank borrowings                                                        ---              (146,200,000)
  Net proceeds from issuances of common stock                                      2,927,427                42,794,224
  Purchase of  treasury stock                                                            ---                (1,462,740)
  Payments of debt issuance costs                                                        ---                (3,501,441)
                                                                        --------------------     ---------------------

        Net Cash Provided by Financing Activities                                  2,927,427                15,684,412
                                                                        --------------------     ---------------------

Net Increase in Cash and Cash Equivalents                                          9,627,106                40,511,516

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

Cash and Cash Equivalents at End of Period                              $         32,312,754     $          42,142,165
                                                                        ====================     =====================

Supplemental disclosures of cash flows information:

Cash paid during period for interest, net of amounts capitalized        $         12,729,897     $           6,180,930
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
              SEPTEMBER 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
         SEPTEMBER 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 nine-month  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 nine-month periods ended September
      30, 2000 and 1999:

                                       9

<PAGE>


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

<TABLE>
<CAPTION>
                                                         Three Months Ended September 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         $ 15,832,348   21,347,883  $        .74    $  7,107,637   19,069,848   $         .37
      Dilutive Securities:
        6.25% Convertible Notes    1,214,904    3,646,847                     1,230,527    3,646,847
        Stock Options                    ---      817,361                           ---      222,286
                                ------------  -----------                  ------------  -----------
      Diluted EPS:
        Net Income and
          Assumed Share
          Conversions           $ 17,047,252   25,812,091  $        .66    $  8,338,164   22,938,981   $         .36
                                ------------  -----------                  ------------  -----------



                                                         Nine Months Ended September 30,
                                ------------------------------------------------------------------------------------
                                                 2000                                       1999
                                ---------------------------------------    -----------------------------------------
                                     Net                    Per Share          Net                       Per Share
                                   Income      Shares        Amount           Income       Shares         Amount
                                ------------  -----------  ------------    ------------  -----------   -------------
      Basic EPS:
        Net Income and
          Share Amounts         $ 39,635,450   21,068,015  $       1.88    $ 11,541,419   17,125,937   $         .67
      Dilutive Securities:
        6.25% Convertible Notes    3,646,962    3,646,847                           ---          ---
        Stock Options                    ---      648,323                           ---      222,286
                                ------------  -----------                  ------------  -----------
      Diluted EPS:
        Net Income and
          Assumed Share
          Conversions           $ 43,282,412   25,363,185  $       1.71    $ 11,541,419   17,348,223   $         .67
                                ------------  -----------                  ------------  -----------
</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 have a policy to use  derivative  instruments,  mainly the buying of
      protection price floors,  to protect against price declines in oil and gas
      prices. We currently believe that such derivatives would qualify for hedge

                                       10

<PAGE>


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


      accounting  under SFAS No.133.  At  September  30,  2000,  our  derivative
      contracts  accounted  for as hedges will expire on or before  December 31,
      2000. Accordingly, we currently do not expect the initial adoption of SFAS
      No. 133 to have a material  effect on our results of operations.  However,
      we may enter into derivative contracts in the future,  primarily purchased
      options  serving as protection  price floors,  to mitigate our exposure to
      commodity prices,  which may result in increased earnings volatility under
      SFAS No. 133.

   LONG-TERM DEBT

         Our  long-term  debt as of September 30, 2000 and December 31, 1999, is
as follows (in thousands):
<TABLE>
<CAPTION>
                                     September 30,              December 31,
                                         2000                       1999
                                  ------------------       ---------------------
      <S>                          <C>                     <C>
      Bank Borrowings             $              ---       $                 ---
      Convertible Notes                      115,000                     115,000
      Senior Notes                           124,114                     124,068
                                  ------------------       ---------------------
           Long-Term debt         $          239,114       $             239,068
                                  ------------------       ---------------------
</TABLE>

         Under our restated  $250.0  million  revolving  credit  facility with a
      syndicate of nine banks, at September 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 September 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 September  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 and is currently under its November
      review which had not been completed as of the date of this report.  By its
      terms, the credit facility extends until August 2002.

         Our Convertible Notes at September 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 103.75% of principal commencing November 16, 2000
      and for a year thereafter, then declining ratably each year 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
         SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999-CONTINUED


         Our Senior Notes at  September  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 on the Rimu-A1 through September 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. In mid-October 2000, we completed the preliminary  testing phase
      which exclusively  tested the Lower Tariki sandstone and produced at daily
      equivalent  rates up to 1,086 barrels of oil and 1,432 thousand cubic feet
      of natural gas.  However,  due to either  formation  damage incurred while
      drilling or lower than expected permeability, the production declined over
      the 108 hour test period.  We are  considering a stimulation  treatment of
      the Lower Tariki sandstone,  a sidetrack of the well in order to achieve a
      more advantageous  geological  position in both the Upper and Lower Tariki
      sandstones,  and/or  testing other  potential  intervals in the well bore.
      Future activities will be determined subsequent to drilling and evaluation
      of the next  delineation  well, the Rimu-B2 well which commenced  drilling
      October  24,  2000.  The  drilling  of the first  Kauri  Prospect  well is
      scheduled to begin, if consenting permits, upon the completion of drilling
      of the  Rimu-B2  well  or  the  Rimu-A2.  Our  portion  of  the  drilling,
      completion,  and testing  costs  incurred  through  September  30, 2000 on
      Rimu-B1 was approximately $4.6 million.

                                       12

<PAGE>


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


         Additionally,  we have entered into agreements with Fletcher  Challenge
      Energy Limited whereby we will earn a 20% participating interest in permit
      38718  containing  approximately  57,400  acres  and a  25%  participating
      interest in permit 38730 with  approximately  48,900  acres.  The operator
      commenced  drilling the Tuihu  Prospect well on October 28, 2000 on permit
      38718 which should take from 45 to 60 days to complete.

         As of  September  30,  2000,  our  investment  in New  Zealand  totaled
      approximately  $22.2 million  comprised of drilling costs,  seismic costs,
      and other such prospect  generation costs.  Approximately  $0.7 million of
      such  costs  have been  impaired,  while the  remaining  $21.5  million is
      included in the unproved properties portion of oil and gas properties. All
      other obligations under the permit have been fulfilled.

          We expect  that at  year-end  we will record some level of reserves on
      our New Zealand  activities  based on the wells that have been drilled and
      the wells  currently  drilling.  Recording of reserves  will result in the
      reclassification  of a portion of the costs  associated  with those booked
      reserves  from  the  unproved  properties  portion  of  our  oil  and  gas
      properties to the proved properties portion of our oil and gas properties.
      We are  currently in  discussions  with New Zealand  purchasers of oil and
      gas,  with the  intent  of having  marketing  arrangements  in place,  and
      production  on line for oil and gas sales in New Zealand on or around July
      1, 2001.

                                       13

<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 nine months of 2000,  we  principally  relied upon our
      internally   generated  cash  flows  of  $87.8  million  to  fund  capital
      expenditures of $102.1 million.  We expect that internally  generated cash
      flows,  cash on hand of $32.3 million at September 30, 2000, and a limited
      amount  of bank debt if  needed,  will  provide  all  necessary  funds for
      capital  costs and working  capital for the  remainder of 2000. We believe
      that these same  sources will also provide  adequate  funds for  currently
      planned capital expenditures and working capital needs in 2001.

         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 nine months of
      2000,  net cash provided by our operating  activities  increased by 81% to
      $87.8 million, as compared to $48.6 million during the first nine months a
      year  earlier.  The increase of $39.2  million was  primarily due to $56.0
      million of  additional  oil and gas sales  during  the 2000  period due to
      commodity  prices.  However,  this increase was partially offset by a $6.9
      million  increase  in oil  and gas  production  costs  and a $1.6  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  were  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 September 30, 2000 and at December 31, 1999, we had
      no  outstanding  borrowings  under our credit  facility.  At September 30,
      2000, our credit  facility was a $250.0  million  revolving line of credit
      with a $100.0  million  borrowing  base.  Effective  October 24, 2000, our
      borrowing  base was  increased to $150.0  million.  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.

                                       14

<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  decreased from $16.5 million at
      December 31, 1999, to $3.9 million at September 30, 2000, primarily due to
      our capital expenditures exceeding our internally generated cash flows.

         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 nine  months of 2000,  we used
      $102.1  million to fund capital  expenditures  for  property,  plant,  and
      equipment. These capital expenditures included:

        o    $66.6 million for drilling costs, both development and exploratory;

        o    $13.0 million of domestic  prospect  costs,  principally  prospect
             leasehold, seismic and geological costs of unproved prospects;

        o    $17.1   million  of  producing   property   acquisitions,   mainly
             additional   interests  in  the  AWP  Olmos  Area  purchased  from
             partnerships managed by us;

        o    $4.0 million invested in New Zealand;

        o    $0.7 million on property, plant and equipment; and

        o    $0.7 million spent  primarily for computer  equipment, software and
             furniture and fixtures.

         In the  remaining  three  months of 2000,  we  expect  to make  capital
      expenditures   of   approximately   $50.0  to  $60.0  million,   including
      investments  in all areas in which  they were made  during  the first nine
      months of the year as described above. These amounts include approximately
      $17.0 million for property  acquisitions in the Texas Gulf Coast area from
      a third party  already  underway  in the fourth  quarter,  including  both
      onshore properties and smaller offshore interests.

         We drilled or  participated  in the  drilling  of 52 wells in the first
      nine  months  of 2000,  and 44 were  successful.  Development  wells had a
      success  rate of 41 out of 46,  while three out of six  exploratory  wells
      drilled  were  successful.  For  the  remaining  three  months  of 2000 we
      anticipate  drilling or  participating in the drilling of an additional 21
      wells,  made  up  of  16  domestic  development  wells  and  two  domestic
      exploratory wells, one exploratory New Zealand well on the Tuihu Prospect,
      and two New Zealand delineation wells, the first of which was the recently
      completed  Rimu B-1 well and the  other  the Rimu B-2 well  that  recently
      commenced  drilling.  We  estimate  capital  expenditures  for  2000 to be
      approximately  $150.0 to $160.0  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

                                       15

<PAGE>


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


      flows resulting from the improvement in commodity  prices. We believe that
      2000's anticipated  internally generated cash flows, together with cash on
      hand, and limited bank  borrowings if needed will be sufficient to finance
      the costs  associated with our currently  budgeted  remaining 2000 capital
      expenditures.

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

         Revenues.  Our revenues  increased 58% during the third 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 66%  increase  in oil
      prices received and the 54% increase in gas prices received.

         Oil and Gas Sales. Our oil and gas sales increased 58% to $48.7 million
      in the third quarter of 2000, compared to $30.7 million for the comparable
      period in 1999.  Our natural  gas  production  increased  2% while our oil
      production  decreased  3%  resulting  in a slight  increase in  equivalent
      volumes produced compared to production in the same period in 1999.

         Our  $18.0  million  increase  in oil and gas  sales  during  the third
      quarter of 2000 resulted from:

        o    Price increases which solely  attributed to the favorable  increase
             in sales of $18.0 million, with $7.2 million of the increase coming
             from the increase in average oil prices  received and $10.8 million
             coming from the increase in average gas prices received; and

        o    Volume increases which had no impact on sales, with $0.4 million of
             an increase  coming from the 0.1 Bcf increase in gas sales  volumes
             and $0.4  million  of a  decrease  coming  from the  20,789  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 third quarter periods of 2000 and 1999.
<TABLE>
<CAPTION>
                                         Three Months Ended September 30,
                             -------------------------------------------------------
           Area              Revenues (In Millions)         Net Sales Volumes (Bcfe)
           ----              ----------------------         ------------------------
           <S>                 <C>         <C>                 <C>         <C>
                                2000        1999               2000        1999
                                ----        ----               ----        ----
           AWP Olmos           $15.7       $ 8.8                3.6         3.2
           Brookeland          $ 4.8       $ 3.2                1.1         1.0
           Giddings            $ 3.4       $ 2.5                0.7         0.9
           Masters Creek       $22.9       $14.3                4.6         4.4
</TABLE>

                                       16

<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)
                                    -----------   ------------    -----------------    -----------   ------------
      <S>                              <C>           <C>                 <C>    <C>         <C>             <C>
      1999
      ----
      Three Months Ended
      September 30,                     611,948      6,838,924           10,510,612         $18.46          $2.84

      2000
      ----
      Three Months Ended
      September 30,                     591,159      6,970,980           10,517,934         $30.68          $4.39
</TABLE>

         Costs and  Expenses.  Our general and  administrative  expenses for the
      third  quarter of 2000  increased  $596,000,  or 56%, when compared to the
      same  period in 1999.  Our general and  administrative  expenses  per Mcfe
      produced  also  increased  to $0.16 per Mcfe  from  $0.10 per Mcfe for the
      comparable  period in 1999.  Such  increases are  reflective of additional
      staffing costs as our activities  increased,  and retirement related costs
      that were specific to this quarter.  Supervision  fees netted from general
      and  administrative  expenses  were $0.9  million and $0.8 million for the
      three-month periods ended September 30, 2000 and 1999, respectively.

         Depreciation,  depletion  and  amortization  of our  assets,  or  DD&A,
      increased  approximately  $1.2  million,  or 11%, for the third quarter of
      2000.  This was primarily due to additions to our reserves and  associated
      costs and to the slight increase in production volumes.  Our DD&A rate per
      Mcfe of  production  increased  to $1.10 per Mcfe in the third  quarter of
      2000 from $0.99 per Mcfe in the same 1999 period.

         Our production costs increased by $2.4 million to $0.72 per Mcfe in the
      third quarter of 2000 from $0.49 per Mcfe in the same 1999 period.  Of the
      $2.4 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
      slight increase in production  volumes.  The remainder of the $2.4 million
      increase  reflects costs  associated  with new wells, as well as increased
      activities  related  to  production  enhancements  during  periods of high
      commodity  prices and the  related  increase  in costs in  procuring  such
      services in an  environment  where demand for such services is increasing.
      Supervision  fees netted from production  costs were $0.9 million and $0.8
      million for the  three-month  periods  ended  September 30, 2000 and 1999,
      respectively.

         Interest  expense  on  our  convertible   notes  due  2006,   including
      amortization of debt issuance costs,  was the same in the third 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 third quarter of 2000, compared to $1.1
      million in the same 1999  period.  Interest  expense  and  discount on our
      senior notes due 2009,  including  amortization  of debt  issuance  costs,
      totaled  $3.3  million  in the third  quarter  of 2000,  compared  to $2.0
      million in the same 1999  period.  Thus,  total  interest  charges for the
      third  quarter  of 2000 were  $5.3  million,  of which  $1.3  million  was
      capitalized,  compared  to the 1999 total of $5.0  million,  of which $1.2
      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.

                                       17

<PAGE>


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


         Net  Income.  Our net  income  for the third  quarter  of 2000 of $15.8
      million  and Basic EPS of $0.74 were 123% and 100%  higher than net income
      of $7.1 million and Basic EPS of $0.37 in the third 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 - Nine Months Ended September 30, 2000 and 1999

         Revenues.  Our revenues  increased  74% during the first nine months 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 94%  increase in
      oil prices received and the 69% increase in gas prices received.

         Oil and Gas  Sales.  Our oil and  gas  sales  increased  74% to  $131.4
      million in the first nine months of 2000,  compared  to $75.4  million for
      the comparable period in 1999. Our natural gas production decreased 1% and
      oil  production  decreased 5% resulting in a 2%, or 0.8 Bcfe,  decrease in
      volumes  produced  compared to production in the same period in 1999.  Our
      second and third quarter 2000 production  volumes  increased when compared
      to the same prior year periods, however, our first quarter 2000 production
      volumes were 1.1 Bcfe less than the first quarter 1999 production volumes,
      resulting in the year to date decrease of 0.8 Bcfe. These volume decreases
      were more than  offset by  increased  prices  received.  The  decrease  in
      production  volumes in the first quarter  comparisons  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 Giddings  area,  as can be seen in the table  below.  Also,
      property sales  relating to the ongoing  liquidation  of  partnerships  we
      manage  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  production  trend around,  as second and
      third  quarter  2000  production  exceeded  second and third  quarter 1999
      production.  However, tightness in supplies of drilling and other services
      have  hampered our ability to increase  production at a pace as fast as we
      would have  liked.  We  currently  expect that  production  for the fourth
      quarter of 2000 will range from 10.5 Mcfe to 11.0 Mcfe.

         Our $56.0  million  increase in oil and gas sales during the first nine
      months of 2000 resulted from:

      o      Price  increases  which  had a  favorable  impact on sales of $57.9
             million,  with  $26.2  million  of the  increase  coming  from  the
             increase in average oil prices  received and $31.7  million  coming
             from the increase in average gas prices received; offset by

      o      Volume  decreases which had an unfavorable  impact on sales of $1.9
             million,  with $0.6 million of the decrease coming from the 0.3 Bcf
             decrease  in gas sales  volumes  and $1.3  million of the  decrease
             coming from the 90,280 barrel decrease in oil sales volumes.

                                       18

<PAGE>


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


         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 nine-month periods of 2000 and 1999.

<TABLE>
<CAPTION>
                                                 Nine Months Ended September 30,
                                                 -------------------------------
              Area                 Revenues (In Millions)           Net Sales Volumes (Bcfe)
              ----                -----------------------           ------------------------
                                   2000              1999             2000             1999
                                   ----              ----             ----             ----
              <S>                 <C>               <C>               <C>              <C>
              AWP Olmos           $37.4             $22.7             10.1             10.1
              Brookeland          $13.5             $ 7.9              3.2              3.1
              Giddings            $ 8.8             $ 6.1              2.3              2.9
              Masters Creek       $66.9             $34.8             14.8             14.3
</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
      ----
      Nine Months Ended
      September 30,                   1,984,081      20,751,428           32,655,914         $14.64           $2.23

      2000
      ----
      Nine Months Ended
      September 30,                   1,893,801      20,484,298           31,847,104         $28.46           $3.78
</TABLE>
         Costs and  Expenses.  Our general and  administrative  expenses for the
      first nine months of 2000 increased $909,000, or 27%, when compared to the
      same  period in 1999.  Our general and  administrative  expenses  per Mcfe
      produced  also  increased  to $0.13 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 third  quarter
      results.  Supervision fees netted from general and administrative expenses
      were $2.6  million  for the current  year period and $2.4  million for the
      1999 period.

         DD&A increased  approximately  $3.0 million,  or 9%, for the first nine
      months of 2000.  This was  primarily  due to additions to our reserves and
      associated costs and to the related 2% decrease in production volumes. Our
      DD&A rate per Mcfe of production  increased to $1.09 per Mcfe in the first
      nine months of 2000 from $0.97 per Mcfe in the same 1999 period.

         Our  production  costs per Mcfe  increased by $6.9 million or $0.65 per
      Mcfe in the first nine months of 2000 from $0.42 per Mcfe in the same 1999
      period. Of the $6.9 million increase, $3.9 million related to the increase
      in severance  and ad valorem taxes which are

                                       19

<PAGE>


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


      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 $6.9 million
      increase reflects increased  activities  discussed above in the comparison
      of third quarter  results.  Supervision  fees netted from production costs
      for the first  nine  months of 2000  were  $2.6  million  and for the same
      period of 1999 were $2.4 million.

         Interest  expense  on  our  convertible   notes  due  2006,   including
      amortization of debt issuance costs, was the same in the first nine months
      of 2000 and 1999,  totaling $5.7 million.  Interest  expense on the credit
      facility,  including  commitment  fees and  amortization  of debt issuance
      costs,  totaled $0.4 million in the first nine months of 2000, compared to
      $6.0 million in the same 1999 period. Interest expense and discount on our
      senior notes due 2009,  including  amortization  of debt  issuance  costs,
      totaled  $9.8  million in the first nine months of 2000,  compared to $2.0
      million in the same 1999  period.  Thus,  total  interest  charges for the
      first nine months of 2000 were $15.9  million,  of which $3.9  million was
      capitalized,  compared to the 1999 total of $13.7  million,  of which $3.3
      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 nine months of 2000 of $39.6
      million  and Basic EPS of $1.88 were 243% and 181%  higher than net income
      of $11.5  million and Basic EPS of $0.67 in the first nine 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,"  "future,"
      "estimate,"  "expect,"  "budget,"  "predict,"  "anticipate,"  "projected,"
      "should,"  "believe" or other words that convey the  uncertainty of future
      events  or  outcomes.  Such  forward-looking  information  is  based  upon
      management's current plans, expectations,  estimates and assumptions, upon
      current market conditions,  and upon engineering and geologic  information
      available at this time,  and is subject to change and to a number of risks
      and  uncertainties,  and therefore,  actual results may differ materially.
      Among the factors  that could cause  actual  results to differ  materially
      are: volatility in oil and gas prices, and lately availability of services
      and supplies;  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;  changes in geologic or  engineering  information;  changes in
      market conditions;  competition and government regulations; as well as the
      risks and uncertainties  discussed herein, and set forth from time to time
      in our other public reports, filings and public statements.  Also, because
      of the volatility in oil and gas prices and other factors, interim results
      are not necessarily indicative of those for a full year.

                                       20

<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 September 30, 2000
      on both the price floors and the participating collars totaled $1,007,234,
      or $0.032 per Mcfe produced.

          The costs relating to 2000 hedging  activities  through  September 30,
      2000 on the price floors  totaled  $397,614  with no benefits  having been
      received,  resulting in a net cash outflow of $397,614, or $0.013 per Mcfe
      produced. At September 30, 2000,  participating collars covering the first
      six months of 2000 had closed with our  recording a loss of  $609,620,  or
      $0.019 per Mcfe produced.

         The costs  related to open price floor  contracts as of  September  30,
      2000  totaled  $310,500,   which  is  our  maximum  exposure  under  these
      contracts.  These  open  contracts  had a fair  market  value of $6,000 at
      September 30, 2000. These contracts expire on or before December 31, 2000.
      There are no open participating collars at this time.

                                       21

<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 - N/A

Item 5.    Other Information - N/A

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
           September 30, 2000 - None

                                       22

<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


                                            (Registrant)

Date:     November 13, 2000                 By:   (Original Signed By)
      --------------------------                -------------------------
                                            Alton D. Heckaman, Jr.
                                            Senior Vice President,
                                            Chief Financial Officer, Controller
                                            and Principal Accounting Officer


                                       23


<PAGE>


                                   Exhibit 12

                                       24

<PAGE>


                              SWIFT ENERGY COMPANY
                       RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
                                                              Nine Months Ended
                                                                  September 30,
                                                     ------------------------------------
                                                           2000                1999
                                                     -----------------   ----------------
    <S>                                              <C>                 <C>
    GROSS G&A                                               17,522,334         15,406,200
    NET G&A                                                  4,256,879          3,347,941
    INTEREST EXPENSE                                        12,046,008         10,402,426
    RENT EXPENSE                                               941,715            970,876
    NET INCOME BEFORE TAXES                                 61,885,565         17,626,650
    CAPITALIZED INTEREST                                     3,721,259          2,993,868
    DEPLETED CAPITALIZED INTEREST                              252,382            261,363


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

    UNALLOCATED G&A (%)                                         24.29%             21.73%
    NON-CAPITAL RENT EXPENSE                                   228,780            210,982
    1/3 NON-CAPITAL RENT EXPENSE                                76,260             70,327
    FIXED CHARGES                                           15,843,527         13,466,621
    EARNINGS                                                74,260,216         28,360,767

    RATIO OF EARNINGS TO FIXED CHARGES                            4.69               2.11
                                                     =================  =================
</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.

                                       25




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