SOUTHWESTERN ENERGY CO
10-Q, 1995-11-14
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>
===========================================================================

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                        -----------------------
                               FORM 10-Q
 (Mark one)
    [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
               For the quarterly period ended September 30, 1995
                                              ------------------

                                   or

    [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
              For the transition period from _______ to _______

                      Commission file number 1-8246

                       SOUTHWESTERN ENERGY COMPANY
          (Exact name of registrant as specified in its charter)

            Arkansas                                  71-0205415
     (State of incorporation                       (I.R.S. Employer
         or organization)                         Identification No.)

    1083 Sain Street, P.O. Box 1408, Fayetteville, Arkansas 72702-1408
       (Address of principal executive offices, including zip code)

                             (501) 521-1141
          (Registrant's telephone number, including area code)

                                No Change
    (Former name, former address and former fiscal year; if changed
                             since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 issuer's classes of
common stock, as of the latest practicable date:

               Class                     Outstanding at November 3,1995
    ----------------------------         ------------------------------
    Common Stock, Par Value $.10                   24,692,259

===========================================================================
                                   - 1 -

<PAGE>
                                   PART I

                            FINANCIAL INFORMATION















































                                   - 2 -

<PAGE>
                 SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

                                   ASSETS
     <TABLE>
     <CAPTION>
                                               September 30,   December 31,
                                                   1995           1994
                                                 ---------      ---------
                                                     ($ in thousands)
     <S>                                         <C>            <C>
     Current Assets
       Cash                                      $   1,036      $   1,152
       Accounts receivable                          18,150         32,325
       Income taxes receivable                       3,860          1,493
       Inventories, at average cost                 17,907         12,199
       Other                                         3,005          2,353
                                                 ---------      ---------
            Total current assets                    43,958         49,522
                                                 ---------      ---------
     Investments                                     5,918          4,877
                                                 ---------      ---------
     Property, Plant and Equipment, at cost
       Gas and oil properties, using the
         full cost method                          490,220        435,570
       Gas distribution systems                    188,037        176,728
       Gas in underground storage                   35,855         36,629
       Other                                        19,323         18,541
                                                 ---------      ---------
                                                   733,435        667,468
       Less:  Accumulated depreciation,
                depletion and amortization         268,913        242,008
                                                 ---------      ---------
                                                   464,522        425,460
                                                 ---------      ---------

     Other Assets                                    6,941          6,216
                                                 ---------      ---------





     Total Assets                                $ 521,339      $ 486,075
                                                 =========      =========

     </TABLE>


                 The accompanying notes are an integral part
                       of the financial statements.

                                   - 3 -

<PAGE>
                SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

                     LIABILITIES AND SHAREHOLDERS' EQUITY
     <TABLE>
     <CAPTION>
                                                September 30,  December 31,
                                                    1995           1994
                                                 ---------      ---------
                                                      ($ in thousands)
     <S>                                         <C>            <C>
     Current Liabilities
       Current portion of long-term debt         $   6,071      $   6,071
       Accounts payable                             15,447         18,670
       Interest payable                              3,510          1,297
       Customer deposits                             4,327          4,232
       Current portion of deferred income taxes      1,482          1,482
       Over-recovered purchased gas costs, net       6,747          3,627
       Other                                         4,419          5,257
                                                 ---------      ---------
            Total current liabilities               42,003         40,636
                                                 ---------      ---------
     Long-Term Debt, less current portion above    176,029        136,229
                                                 ---------      ---------
     Other Liabilities
       Deferred income taxes                       106,154        100,288
       Deferred investment tax credits               2,283          2,416
       Other                                         3,683          3,050
                                                 ---------      ---------
                                                   112,120        105,754
                                                 ---------      ---------
     Commitments and Contingencies

     Shareholders' Equity
       Common stock, $.10 par value; authorized
         75,000,000 shares, issued 27,738,084
         shares                                      2,774          2,774
       Additional paid-in capital                   21,252         21,231
       Retained earnings                           201,339        199,430
       Less:  Unamortized cost of 27,358
                restricted shares in 1995
                and 21,499 restricted shares
                in 1994, issued under stock
                incentive plan                         282            262
              Common stock in treasury, at cost     33,896         19,717
                                                 ---------      ---------
                                                   191,187        203,456
                                                 ---------      ---------
     Total Liabilities and Shareholders' Equity  $ 521,339      $ 486,075
                                                 =========      =========

     </TABLE>
                 The accompanying notes are an integral part
                         of the financial statements.

                                   - 4 -

<PAGE>
               SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)
     <TABLE>
     <CAPTION>
                                                                Quarter Ended                Nine Months Ended
                                                                September 30,                  September 30,
                                                             1995           1994            1995           1994
                                                          ----------     ----------      ----------     ----------
                                                                  ($ in thousands, except per share amounts)
     <S>                                                  <C>            <C>             <C>            <C>
     Operating Revenues
       Gas sales                                          $   22,769     $   25,526      $  100,053     $  120,684
       Oil sales                                               1,135            854           2,830          2,178
       Gas transportation                                      1,264          1,062           3,806          3,581
       Other                                                     286            366           1,158          1,400
                                                          ----------     ----------      ----------      ---------
                                                              25,454         27,808         107,847        127,843
                                                          ----------     ----------      ----------      ---------
     Operating Costs and Expenses
       Purchased gas costs                                     3,031          2,385          24,364         27,955
       Operating and general                                  10,660         10,048          32,243         30,668
       Depreciation, depletion and amortization                8,861          8,128          27,169         26,098
       Taxes, other than income taxes                            947            920           3,099          2,799
                                                          ----------     ----------      ----------      ---------
                                                              23,499         21,481          86,875         87,520
                                                          ----------     ----------      ----------      ---------
     Operating Income                                          1,955          6,327          20,972         40,323
                                                          ----------     ----------      ----------      ---------
     Interest Expense                                          2,894          2,275           8,040          6,328
                                                          ----------     ----------      ----------      ---------
     Other Income (Expense)                                     (818)          (593)         (2,418)        (1,547)
                                                          ----------     ----------      ----------      ---------
     Income Before Provision for Income Taxes                 (1,757)         3,459          10,514         32,448
                                                          ----------     ----------      ----------      ---------
     Income Tax Provision (Benefit)
       Current                                                (2,773)          (515)           (733)         9,692
       Deferred                                                2,097          1,846           4,781          2,800
                                                          ----------     ----------      ----------      ---------
                                                                (676)         1,331           4,048         12,492
                                                          ----------     ----------      ----------      ---------
     Net Income (Loss)                                    $   (1,081)    $    2,128      $    6,466     $   19,956
                                                          ==========     ==========      ==========     ==========

     Weighted Average Common Shares Outstanding           24,741,437     25,684,110      25,277,762     25,684,110
                                                          ==========     ==========      ==========     ==========

     Earnings Per Share                                        $(.04)         $ .09           $ .26          $ .78
                                                               =====          =====           =====          =====
     Dividends Declared Per Share Payable 11/3/95
       and 11/4/94                                             $ .06          $ .06           $ .06          $ .06
                                                               =====          =====           =====          =====
     </TABLE>
                  The accompanying notes are an integral part
                         of the financial statements.
                                   - 5 -

<PAGE>
                 SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
     <TABLE>
     <CAPTION>
                                                          Nine Months Ended
                                                            September 30,
                                                          1995        1994
                                                        --------    --------
                                                          ($ in thousands)
     <S>                                                <C>         <C>
     Cash Flows From Operating Activities
       Net income                                       $  6,466    $ 19,956
       Adjustments to reconcile net income to
         net cash provided by operating activities:
           Depreciation, depletion and amortization       27,379      26,307
           Deferred income taxes                           4,781       2,800
           Equity in loss of partnership                   2,595       1,759
           Change in assets and liabilities:
             Decrease in accounts receivable              14,175      17,141
             Increase in income taxes receivable          (2,367)     (3,512)
             Increase in inventories                      (5,708)     (1,014)
             Decrease in accounts payable                 (3,223)     (2,771)
             Increase in interest payable                  2,213         603
             Increase in customer deposits                    95           3
             Increase (decrease) in over-recovered
              purchased gas costs                          3,120      (3,725)
             Net change in other current assets
              and liabilities                             (1,490)     (2,192)
                                                        --------    --------
     Net cash provided by operating activities            48,036      55,355
                                                        --------    --------
     Cash Flows From Investing Activities
       Capital expenditures                              (68,291)    (54,653)
       Investment in partnership                          (3,660)        -
       Other items                                         2,735         428
                                                        --------    --------
     Net cash used in investing activities               (69,216)    (54,225)
                                                        --------    --------
     Cash Flows From Financing Activities
       Net increase in revolving long-term debt           39,800       9,184
       Payments on other long-term debt                      -        (6,000)
       Purchase of treasury stock                        (14,179)        -
       Dividends paid                                     (4,557)     (4,623)
                                                        --------    --------
     Net cash provided (used) in financing activities     21,064      (1,439)
                                                        --------    --------
     Decrease in cash                                       (116)       (309)
     Cash at beginning of year                             1,152         834
                                                        --------    --------
     Cash at end of period                              $  1,036    $    525
                                                        ========    ========

     </TABLE>
                The accompanying notes are an integral part
                        of the financial statements.
                                   - 6 -
          
<PAGE>
               SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1995

1.   BASIS OF PRESENTATION

     The financial statements included herein are unaudited; however, such
     information reflects all adjustments (consisting solely of normal
     recurring adjustments) which are, in the opinion of management, necessary
     for a fair presentation of the results for the interim periods.  The
     Company's accounting policies are summarized in the 1994 Annual Report to
     Shareholders, Notes to Financial Statements.

     Certain  reclassifications  have  been  made  to the  September  30,  1994,
     financial  statements  in order to  conform  with the 1995  presentation. 
     These reclassifications had no effect on previously reported net income.

2.   DIVIDEND PAYABLE

     A dividend of $.06 per share was declared October 4, 1995, payable 
     November 3, 1995.

3.   TREASURY STOCK

     The Company's Board of Directors authorized during the first quarter of
     1995 the repurchase of up to $30,000,000 of the Company's Common Stock.
     The stock repurchases have been funded by cash flows from operations and
     the Company's revolving credit facilities.  The following table reconciles
     changes in treasury stock during the nine months ended September 30, 1995
     ($ in thousands).
                                                     Shares          Amount
  
     Balance at December 31, 1994                   2,053,974       $19,717
     Shares repurchased                             1,000,000        14,259
     Shares issued as restricted and stock awards      (8,149)          (80)
                                                    ---------       -------
     Balance at September 30, 1995                  3,045,825       $33,896
                                                    =========       =======

4.   INTEREST AND INCOME TAXES PAID

     The following table provides interest and income taxes paid
     during each period presented.

                                         Three months          Nine months
     Periods Ended September 30        1995       1994       1995      1994
     ----------------------------------------------------------------------
                                                  (in thousands)

     Interest payments                $1,390    $1,768      $6,899   $6,622
     Income tax payments                 $95    $2,379        $895  $13,051


                                   - 7 -
<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  following  updates  information  as to the  Company's  financial  condition
provided in the Company's  Form 10-K for the year ended  December 31, 1994,  and
analyzes  the  changes in the results of  operations  between the three and nine
month periods ended September 30, 1995, and the comparable periods of 1994.

RESULTS OF OPERATIONS

The  Company  reported a net loss of $1.1  million,  or $.04 per share,  for the
quarter  ended  September 30, 1995,  compared to net income of $2.1 million,  or
$.09 per share, for the same period in 1994. For the nine months ended September
30,  1995,  net income was $6.5  million,  or $.26 per share,  compared to $20.0
million, or $.78 per share, for the same period in 1994.

The  comparative  decreases in net income for the third quarter and year to date
1995 were primarily the result of lower natural gas prices,  reflecting both the
general decline in spot market prices and the effect of the settlement  approved
by the Arkansas Public Service Commission (APSC) to resolve a dispute concerning
the Company's pricing of intersegment sales. The settlement, which was effective
July 1,  1994,  increased  the  volumes  which  could  be sold by the  Company's
exploration and production segment to its gas distribution segment, but made the
sales price equal to a spot market index plus a premium. The index-based pricing
has to date  resulted in a lower sales price under the contract  affected by the
settlement.  The  settlement  and the  significant  increases in recent years in
sales of gas production to unaffiliated  purchasers have both caused earnings to
become  more  sensitive  to changes in the market  price for  natural  gas.  The
following  tables compare  operating  revenues and operating  income by business
segment for the three and nine month periods ended September 30, 1995 and 1994:

                           Quarter Ended                Nine Months Ended
                           September 30,                  September 30,
                        -------------------           ---------------------  
                           1995       1994              1995         1994
                        --------    -------           --------     --------
                                           (in thousands)
Revenues
  Exploration and
     production         $13,695     $16,476           $ 45,901     $ 61,107
  Gas distribution       16,347      17,587             82,740       93,627
  Other                      69          76                262          227
  Eliminations           (4,657)     (6,331)           (21,056)     (27,118)
                        -------     -------           --------     --------
                        $25,454     $27,808           $107,847     $127,843
                        =======     =======           ========     ======== 

Operating Income
  Exploration and
     production          $3,311      $7,051            $14,184      $31,376
  Gas distribution       (1,220)       (636)             7,177        9,261
  Corporate expenses       (136)        (88)              (389)        (314)
                         ------      ------            -------      -------
                         $1,955      $6,327            $20,972      $40,323
                         ======      ======            =======      =======

                                     - 8 -
<PAGE>

Revenues  of the  exploration  and  production  segment  were  down 17% and 25%,
respectively,  for the three and nine month periods ended September 30, 1995, as
compared to the same periods in 1994. Gas production during the third quarter of
1995 was 8.4 billion cubic feet (Bcf),  level with the same period in 1994.  For
the nine months ended  September 30, 1995,  gas production was 26.1 Bcf, down 5%
from  27.6 Bcf for the same  period in 1994.  The  decrease  for the nine  month
period was primarily the result of lower sales from the Company's Gulf of Mexico
properties.  The Company is in the process of connecting new production, but due
to timing  considerations,  additions  to new  production  have fallen  somewhat
behind the normal decline from other properties, especially offshore.

Sales  from the  Company's  offshore  properties  were .6 Bcf  during  the third
quarter of 1995 and 2.1 Bcf for the first nine months of 1995, down from 1.2 Bcf
and 4.4 Bcf, respectively, for the same periods in 1994. Sales in the first nine
months  of 1994  were  helped by the  start of  production  from a new  offshore
platform late in 1993.  Sales of the Company's  onshore gas production  were 7.8
Bcf during  the third  quarter  of 1995 and 24.0 Bcf for the nine  months  ended
September  30, 1995,  up from 7.2 Bcf and 23.2 Bcf,  respectively,  for the same
periods in 1994. Sales of Arkansas production to unaffiliated purchasers totaled
11.2 Bcf for the  first  nine  months  of 1995,  down from 12.0 Bcf for the same
period in 1994.

The Company sold 1.3 Bcf to Arkansas  Western Gas Company (AWG),  which operates
its  northwest  Arkansas gas  distribution  system,  during the third quarter of
1995, down from 1.7 Bcf for the same period in 1994.  Sales in the third quarter
of 1994 were helped by  increased  demand of the  utility for storage  injection
during that period. The Company sold 5.9 Bcf to AWG during the first nine months
of 1995, compared to 5.8 Bcf for the same period in 1994. Associated Natural Gas
Company  (Associated),  which operates the Company's gas distribution systems in
northeast Arkansas and parts of Missouri,  purchased .8 Bcf of the Company's gas
production  during  the third  quarter of 1995 and 3.6 Bcf during the first nine
months  of  1995,  compared  to .9 Bcf and 3.6 Bcf,  respectively,  for the same
periods in 1994.

The Company's  average sales price for its gas production was $1.49 per thousand
cubic feet (Mcf) for the third quarter of 1995,  down 19% from $1.85 per Mcf for
the same period in 1994. The average sales price was $1.65 per Mcf for the first
nine months of 1995, down 23% from $2.13 per Mcf for the same period of 1994.

The Company's oil  production  increased to 164,022  barrels for the nine months
ended  September 30, 1995, up from 137,691  barrels for the same period in 1994.
The increase was due primarily to additional production from properties acquired
in  Oklahoma  and the Gulf Coast area during the last half of 1994 and the first
half of 1995.

Operating  revenues of the gas  distribution  segment  decreased 7% in the third
quarter of 1995 and 12% in the nine months ended  September  30,  1995,  both as
compared to the same periods in 1994.  The decreases were due both to a decrease
in the average utility rate and lower volumes due to warmer  weather.  Growth of
3% in 1995 in the average number of utility customers  substantially  offset the
effect of weather which was 4% warmer  than  normal  during the first  nine 
months of 1995 and 5% warmer  than in the  same  period  in  1994.  Deliveries 
by the  Company's  gas distribution systems to sales and end-use transportation
customers were 4.2

                                      - 9 -

<PAGE>




Bcf for the  third  quarter  of 1995  and 22.1  Bcf for the  nine  months  ended
September 30, 1995, compared to 4.2 Bcf and 22.2 Bcf, respectively, for the same
periods  in 1994.  AWG  delivered  a total of 14.7 Bcf to its sales and  end-use
transportation  customers during the first nine months of 1995, up from 14.5 Bcf
for the same period in 1994. AWG also  transported  8.5 Bcf for delivery off its
system  during  the first  nine  months of 1995,  down from 8.8 Bcf for the same
period in 1994.  Associated delivered a total of 7.4 Bcf to its customers during
the first nine months of 1995, down from 7.7 Bcf for the same period in 1994.

The  Company's  average  rate for its utility  sales  decreased to $4.24 per Mcf
during  the  first  nine  months of 1995,  down from  $4.73 per Mcf for the same
period in 1994.  The  decrease  reflected  lower  prices paid for  purchases  of
natural gas which are passed  through to customers  under  automatic  adjustment
clauses.

On July 14, 1995,  Associated received an order from the Missouri Public Service
Commission  (MPSC)  disallowing  the recovery of $2.2 million of gas costs.  The
order  was the  result  of  audits  by the  Staff  of the MPSC  (Staff)  for the
five-year period ending August 31, 1993. Of the total  disallowed,  $1.5 million
represented  a portion of the  difference  between the price paid by  Associated
under  a  long-term  firm  contract  with  one of the  Company's  gas  producing
subsidiaries  and a spot market index price for gas delivered into an interstate
pipeline  operating in the Arkoma Basin.  Staff had recommended  disallowance of
approximately  $3.1 million of such costs. In making its  recommendation,  Staff
acknowledged  that Associated had lowered its gas costs and saved its ratepayers
money  by  purchasing  gas from  its  affiliate.  The  Arkansas  Public  Service
Commission  had  previously  reviewed the costs  charged to Arkansas  ratepayers
under this contract and found them to be proper and allowable for recovery.  The
MPSC also  disallowed the recovery of $.7 million of take-or-pay  charges passed
through  to   Associated   by  its   interstate   suppliers   and  allocable  to
transportation  customers  of  Associated.  Associated  has  appealed the MPSC's
decision to the Circuit Court of Cole County, Missouri and that court has stayed
the MPSC's  order and has  directed  Associated  to pay the money to be refunded
under the  MPSC's  order  into the  registry  of the court  while the  appeal is
pending. The Company does not expect the ultimate outcome of this matter to have
a material adverse impact on the results of operations or the financial position
of the Company.

Operating costs and expenses increased $2.0 million, or 9%, in the third quarter
of 1995 and decreased $.6 million,  or .7%, for the nine months ended  September
30,  1995,  both as compared to the same  periods in 1994.  The  increase in the
third  quarter  of 1995,  as  compared  to 1994,  was due  primarily  to  higher
depreciation,  depletion  and  amortization  expense and to higher  consolidated
purchased gas costs of the Company's gas distribution  systems.  The increase in
depreciation,  depletion and amortization  expense was due to an increase in the
rate of depletion per Mcf equivalent in the third quarter of 1995 as compared to
the same period in 1994.  The increase in purchased  gas costs  resulted  from a
decrease  in  the   elimination  of  gas  purchases   related  to   intercompany
transactions,  reflecting  a lower  level of  intersegment  sales  in the  third
quarter  of 1995 as  compared  to the same  period  in  1994.  The  decrease  in
operating  costs and expenses for the nine months ended  September 30, 1995, was
due primarily to lower  purchased gas costs related to lower prices paid for gas
supplies,  partially  offset by increases in both operating and general expenses
and depreciation, depletion and amortization expense.

                                     - 10 -

<PAGE>




Total interest expense for the nine months ended September 30, 1995, was up 27%,
compared to the same period in 1994. The increase was due to both higher average
borrowings and higher average  interest rates on the Company's  revolving credit
facilities.

The Company's share of the NOARK Pipeline System's (NOARK) pre-tax loss included
in other  income was $.9 million for the third  quarter of 1995 and $2.6 million
for the nine months ended  September 30, 1995,  compared to $.9 million and $1.8
million,  respectively,  for the same  periods in 1994.  The increase in NOARK's
pre-tax  loss for the  first  nine  months  of 1995  resulted  primarily  from a
decrease in firm demand revenues and from an increase in interest  expense.  The
Company,  through a subsidiary,  holds a 47.93% general partnership  interest in
NOARK and is the pipeline's operator.

The changes in the provisions for current and deferred  income taxes recorded in
the three and nine month  periods  ended  September 30, 1995, as compared to the
same periods in 1994,  resulted  primarily  from the level of taxable income and
from the  deduction  for tax purposes of  intangible  drilling  costs  incurred,
netted  against the  turnaround of intangible  drilling  costs  deducted for tax
purposes in prior years. Intangible drilling costs are capitalized and amortized
over future years for financial reporting purposes under the full cost method of
accounting.

CHANGES IN FINANCIAL CONDITION

Changes in the Company's  financial condition at September 30, 1995, as compared
to  December  31,  1994,  primarily  reflect  the  seasonal  nature  of the  gas
distribution  segment of the Company's  business and changes in prices  received
for gas production of the Company's exploration and production segment.

Routine capital expenditures,  cash dividends and scheduled debt retirements are
predominately  funded  through cash provided by  operations.  For the first nine
months of 1995, operating activities provided net cash flows of $48.0 million, a
$7.4 million  decrease from the $55.4 million  provided in the first nine months
of 1994.  The decrease was  primarily  due to lower net income and the timing of
both cash  receipts  and  expenditures.  The  Company  expects  its  outstanding
borrowings to increase  during the fourth quarter of 1995 as cash generated from
operations will be less than the requirements for capital  expenditures and cash
dividends.

The Company's capital  expenditures for the first nine months of 1995 were $68.3
million,  compared to $54.7 million for the same period in 1994. The comparative
increase  was the result of  additional  oil and gas  exploration  expenditures,
primarily  on  the  onshore   Louisiana  and  Texas  Gulf  Coast  combined  with
expenditures of $9.2 million to purchase oil and gas producing properties in the
same  area.  The  Company  originally  budgeted  $55.2  million  in 1995 for the
exploration and production segment,  approximately level with the total spent in
1994, but currently  expects total spending for this segment to be approximately
$70.0 - $75.0 million based on current  projections of activity  through the end
of 1995. Total capital spending for the exploration and production segment could
be affected by oil and gas property acquisitions which might be identified later
in 1995.

                                     - 11 -

<PAGE>




The Company maintains two floating rate revolving credit facilities that provide
$80.0 million of medium to long-term  capital at current  market  lending rates.
These  facilities  have been  temporarily  expanded to $140.0 million to provide
additional  debt financing and to provide for the prepayment of the  outstanding
balance on the Company's  10.63%  Senior Notes.  The Company has given notice of
its  intent to repay the  outstanding  balance  of its  10.63%  Senior  Notes by
November  17,  1995.  A total of  $92.1  million  was  outstanding  under  these
facilities at September 30, 1995, all of which was classified as long-term debt.
The Company also had available short-term lines of credit totaling $3.5 million,
none of which was  outstanding  at  September  30,  1995.  During the first nine
months of 1995,  the  Company's  revolving  long-term  debt  increased  by $39.8
million.  The  increase  was a result of both higher  capital  expenditures  and
repurchases  of 1,000,000  shares of the Company's  Common Stock under a program
authorized  by its Board of Directors in the first  quarter of 1995. As a result
of the increased borrowings, long-term debt at September 30, 1995, accounted for
49% of the Company's capitalization, up from 41% at December 31, 1994.

The Company has filed a shelf  registration  statement  with the  Securities and
Exchange  Commission for the issuance of up to $250 million of senior  unsecured
debt securities. The Company currently anticipates an offering of $125.0 million
of senior notes during the last  quarter of 1995.  The proceeds  will be used to
repay outstanding  balances on the Company's  revolving credit facilities and to
fund a portion  of the  Company's  capital  spending  program.  Additional  debt
securities may be issued in the future under the shelf registration statement as
circumstances dictate.

Accounts  receivable  have  declined  since  December  31,  1994,  due  to  both
seasonally lower  deliveries of the gas  distribution  segment and a decrease in
amounts due from  unaffiliated  purchasers of gas production in the  exploration
and production segment caused by lower average gas prices and the timing of cash
receipts.  The increase in income taxes  receivable  since December 31, 1994, is
primarily due to the lower level of taxable income in 1995, resulting from lower
operating  income  and  higher  intangible   drilling  costs.  The  increase  in
inventories  since  December 31, 1994,  is the result of injections of purchased
gas into the Company's unregulated underground gas storage facility. The Company
expects to withdraw and sell this gas during the upcoming heating season and has
hedged the projected sales to protect against price declines.  Accounts  payable
has declined  since  December 31, 1994,  due primarily to  seasonally  lower gas
purchases of the gas distribution  segment.  Other changes in current assets and
current  liabilities  between  periods  resulted  primarily  from the  timing of
expenditures.

The Company had over-recovered  $6.7 million of purchased gas costs at September
30, 1995, which will be refunded to its utility customers through automatic cost
of gas adjustment  clauses  included in its filed rate tariffs.  At December 31,
1994, the Company had  over-recovered  purchased gas costs in the amount of $3.6
million. These amounts are classified as current liabilities.

                                     - 12 -

<PAGE>



                                     PART II

                                OTHER INFORMATION


Item 5
- ------

The  Company has been  advised of a potential  claim  against it  involving  the
disputed  ownership of overriding  royalty  interests in a number of oil and gas
properties,  and related  matters.  The Company has begun  discussions  with the
claimant  and  has  engaged  special  counsel  to  assist  it  in a  preliminary
investigation  of the claim's  merits.  The Company is unable to predict at this
time  whether  litigation  will be commenced in respect of this claim or how the
claim will  ultimately be resolved.  While the amount of the potential  claim is
significant  in the  aggregate,  management  believes,  based on its preliminary
investigation,  that  the  Company's  ultimate  liability,  if any,  will not be
material to its consolidated financial position or results of operations.



















                                   Signatures

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



                                          SOUTHWESTERN ENERGY COMPANY  
                                          ---------------------------
                                                  Registrant



DATE:  November 14, 1995                       /s/ GREGORY D. KERLEY         
                                          ------------------------------        
                                                Gregory D. Kerley
                                      Vice President - Treasurer and Secretary,
                                           and Chief Accounting Officer

  

                                     - 13 -


<PAGE>

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<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           1,036
<SECURITIES>                                         0
<RECEIVABLES>                                   18,150
<ALLOWANCES>                                         0
<INVENTORY>                                     17,907
<CURRENT-ASSETS>                                43,958
<PP&E>                                         733,435
<DEPRECIATION>                                (268,913)
<TOTAL-ASSETS>                                 521,339
<CURRENT-LIABILITIES>                           42,003
<BONDS>                                        176,029
<COMMON>                                         2,774
                                0
                                          0
<OTHER-SE>                                     188,413
<TOTAL-LIABILITY-AND-EQUITY>                   521,339
<SALES>                                        102,883
<TOTAL-REVENUES>                               107,847
<CGS>                                                0
<TOTAL-COSTS>                                   86,875
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,040
<INCOME-PRETAX>                                 10,514
<INCOME-TAX>                                     4,048
<INCOME-CONTINUING>                              6,466
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,466
<EPS-PRIMARY>                                      .26
<EPS-DILUTED>                                        0
        

<PAGE>

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