SOUTHWESTERN ENERGY CO
10-Q, 1997-11-14
NATURAL GAS TRANSMISISON & DISTRIBUTION
Previous: APPLIED POWER INC, 10-K, 1997-11-14
Next: ARMSTRONG WORLD INDUSTRIES INC, 10-Q, 1997-11-14




<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, 1997
                                              ------------------

                                   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 5, 1997
    ----------------------------         ----------------------------
    Common Stock, Par Value $.10                   24,741,495

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

<PAGE>
                                   PART I

                            FINANCIAL INFORMATION















































                                   - 2 -

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

                                   ASSETS
     <TABLE>
     <CAPTION>
                                               September 30,   December 31,
                                                   1997           1996
                                                 ---------      ---------
                                                     ($ in thousands)
     <S>                                         <C>            <C>
     Current Assets
       Cash                                      $   1,727      $   2,297
       Accounts receivable                          28,339         39,928
       Income taxes receivable                       2,388          6,623
       Inventories, at average cost                 21,953         17,571
       Under-recovered purchased gas costs, net     10,642          3,030
       Other                                         4,640          3,484
                                                 ---------      ---------
            Total current assets                    69,689         72,933
                                                 ---------      ---------
     Investments                                     7,173          6,557
                                                 ---------      ---------
     Property, Plant and Equipment, at cost
       Gas and oil properties, using the
         full cost method                          689,153        637,100
       Gas distribution systems                    211,676        203,070
       Gas in underground storage                   26,748         25,636
       Other                                        23,519         22,031
                                                 ---------      ---------
                                                   951,096        887,837
       Less:  Accumulated depreciation,
                depletion and amortization         354,501        319,135
                                                 ---------      ---------
                                                   596,595        568,702
                                                 ---------      ---------

     Other Assets                                   13,832         11,998
                                                 ---------      ---------





     Total Assets                                $ 687,289      $ 660,190
                                                 =========      =========

     </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,
                                                    1997           1997
                                                 ---------      ---------
                                                      ($ in thousands)
     <S>                                         <C>            <C>
     Current Liabilities
       Current portion of long-term debt         $   3,071      $   3,071
       Accounts payable                             29,327         25,644
       Taxes payable                                 2,470          3,290  
       Interest payable                              6,526          1,628
       Customer deposits                             4,965          4,904
       Other                                         2,655          3,285
                                                 ---------      ---------
            Total current liabilities               49,014         41,822
                                                 ---------      ---------
     Long-Term Debt, less current portion above    283,514        275,214
                                                 ---------      ---------
     Other Liabilities
       Deferred income taxes                       133,821        128,895
       Deferred investment tax credits               1,701          1,791
       Other                                         4,517          4,527
                                                 ---------      ---------
                                                   140,039        135,213
                                                 ---------      ---------
     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                   21,372         21,336
       Retained earnings                           224,519        217,889
       Less:  Common stock in treasury, at cost,
                2,996,589 shares in 1997 and 
                3,019,200 shares in 1996            33,383         33,603    
              Unamortized cost of 54,728
                restricted shares in 1997
                and 40,020 restricted shares
                in 1996, issued under stock
                incentive plan                         560            455
                                                 ---------      ---------
                                                   214,722        207,941
                                                 ---------      ---------
     Total Liabilities and Shareholders' Equity  $ 687,289      $ 660,190
                                                 =========      =========

     </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,
                                                             1997           1996            1997           1996
                                                          ----------     ----------      ----------     ----------
                                                                  ($ in thousands, except per share amounts)
     <S>                                                  <C>            <C>             <C>            <C>
     Operating Revenues
       Gas sales                                          $   27,876     $   27,177      $  129,318     $  119,013
       Gas marketing                                          16,264          4,080          44,287          7,311
       Oil sales                                               3,295          1,617          10,978          4,568
       Gas transportation and other                            1,209          1,550           4,224          4,778
                                                          ----------     ----------      ----------     ----------
                                                              48,644         34,424         188,807        135,670
                                                          ----------     ----------      ----------     ----------
     Operating Costs and Expenses
       Gas purchases - utility                                 2,773          2,490          30,049         25,607
       Gas purchases - marketing                              15,877          4,172          42,591          7,252    
       Operating and general                                  14,019         12,310          42,755         36,103
       Depreciation, depletion and amortization               11,123          9,813          34,952         31,045
       Taxes, other than income taxes                          1,731          1,379           5,156          3,812
                                                          ----------     ----------      ----------     ----------
                                                              45,523         30,164         155,503        103,819
                                                          ----------     ----------      ----------     ----------
     Operating Income                                          3,121          4,260          33,304         31,851
                                                          ----------     ----------      ----------     ----------
     Interest Expense                                          4,114          3,092          11,845          9,097
                                                          ----------     ----------      ----------     ----------
     Other Income (Expense)                                   (1,068)          (823)         (3,441)        (2,694)
                                                          ----------     ----------      ----------     ----------
     Income(Loss)Before Provision for Income Taxes            (2,061)           345          18,018         20,060
                                                          ----------     ----------      ----------     ----------
     Income Tax Provision (Benefit)
       Current                                                (4,801)        (3,431)          1,497           (710)
       Deferred                                                4,007          3,564           5,440          8,433
                                                          ----------     ----------      ----------     ----------
                                                                (794)           133           6,937          7,723
                                                          ----------     ----------      ----------     ----------
     Net Income (Loss)                                    $   (1,267)    $      212       $  11,081     $   12,337
                                                          ==========     ==========      ==========     ==========

     Weighted Average Common Shares Outstanding           24,742,129     24,707,412      24,732,972     24,703,385
                                                          ==========     ==========      ==========     ==========

     Earnings(Loss)Per Share                                   $(.05)         $ .01           $ .45          $ .50
                                                               =====          =====           =====          =====
     Dividends Declared Per Share Payable 11/5/97
       and 11/5/96                                            $  .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,
                                                          1997        1996
                                                        --------    --------
                                                          ($ in thousands)
     <S>                                                <C>         <C>
     Cash Flows From Operating Activities
       Net income                                       $ 11,081    $ 12,337
       Adjustments to reconcile net income to
         net cash provided by operating activities:
           Depreciation, depletion and amortization       35,162      31,255
           Deferred income taxes                           5,440       8,433
           Equity in loss of partnership                   3,169       2,478
           Change in assets and liabilities:
             Decrease in accounts receivable              11,589      16,111
             Decrease in income taxes receivable           4,235       3,809
             Increase in inventories                      (4,382)     (2,608)
             Increase (decrease) in accounts payable       3,683      (7,814)
             Decrease in taxes payable                      (820)       (341)  
             Increase in interest payable                  4,898       3,405
             Increase in under-recovered
              purchased gas costs                         (7,612)     (7,426)
             Net change in other current assets
              and liabilities                             (1,726)       (829)
                                                        --------    --------
     Net cash provided by operating activities            64,717      58,810
                                                        --------    --------
     Cash Flows From Investing Activities
       Capital expenditures                              (64,751)    (75,411)
       Investment in partnership                          (3,726)       -
       Increase in gas stored underground                 (1,112)     (3,753)     
       Other items                                           453        (832)
                                                        --------    --------
     Net cash used in investing activities               (69,136)    (79,996)
                                                        --------    --------
     Cash Flows From Financing Activities
       Increase (decrease) in revolving long-term debt   (66,700)     25,600
       Issuance of long-term debt                         75,000        -
       Cash dividends                                     (4,451)     (4,447)
                                                        --------    --------
     Net cash provided by financing activities             3,849      21,153    
                                                        --------    --------
     Decrease in cash                                       (570)        (33)
     Cash at beginning of year                             2,297       1,498
                                                        --------    --------
     Cash at end of period                              $  1,727    $  1,465
                                                        ========    ========

     </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, 1997

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 1996
         Annual Report to Shareholders, Notes to Financial Statements.

         Certain  reclassifications  have been made to the  September  30, 1996,
         financial  statements  in order to conform with the 1997  presentation.
         These  reclassifications  had no  effect  on  previously  reported  net
         income.

2.       DIVIDEND PAYABLE

         A dividend  of $.06 per share was  declared  October  8, 1997,  payable
         November 5, 1997.

3.       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      1997        1996        1997       1996
         -----------------------------------------------------------------------
                                                      (in thousands)
         Interest payments               $431        $415      $9,276     $7,775
         Income tax payments           $3,025        $593      $3,409     $3,114


4.       RECENT PRONOUNCEMENT

          In February,  1997, the Financial  Accounting  Standards  Board issued
          Statement  No.  128,   Earnings  Per  Share  (SFAS  No.  128),   which
          establishes  new standards for computing and  presenting  earnings per
          share.  The  provisions of SFAS No. 128 are effective for earnings per
          share calculations for periods ending after December 15, 1997. At that
          time, the Company will be required to change the method currently used
          to compute  earnings per share.  At September  30, 1997 and 1996,  the
          provisions  of SFAS No. 128 would have had no impact on the  Company's
          reported earnings per share.
                                      - 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, 1996,  and
analyzes  the  changes in the results of  operations  between the three and nine
month periods ended September 30, 1997, and the comparable periods of 1996.

RESULTS OF OPERATIONS

The Company  recorded a net loss for the three months ended  September 30, 1997,
of $1.3 million,  or $.05 per share,  compared to net income of $.2 million,  or
$.01 per share, for the same period in 1996. For the nine months ended September
30, 1997,  net income was $11.1  million,  or $.45 per share,  compared to $12.3
million,  or $.50 per  share,  for the same  period  in 1996.  The  decrease  in
earnings for the three months ended  September 30, 1997 was the result of higher
depreciation,  depletion and amortization expense and higher interest costs. The
following  tables compare  operating  revenues and operating  income by business
segment for the three and nine month periods ended September 30, 1997 and 1996:

<TABLE>
<CAPTION>

                                        Quarter Ended                       Nine Months Ended
                                         September 30,                        September 30,
                                    ----------------------              -----------------------
                                      1997          1996                  1997           1996
                                    --------      --------              --------       --------
                                                          (in thousands)
<S>                                 <C>           <C>                   <C>            <C>
Revenues
  Exploration and production        $ 20,324      $ 18,328              $ 70,239       $ 62,145
  Gas distribution                    18,791        17,934               103,970         94,976
  Energy services and other           20,779         9,446                56,315         19,369
  Eliminations                       (11,250)      (11,284)              (41,717)       (40,820)
                                    --------      --------              --------       --------  
                                    $ 48,644      $ 34,424              $188,807       $135,670
                                    ========      ========              ========       ========

Operating Income                                                               
  Exploration and production        $  4,942      $  6,208              $ 22,044       $ 24,617
  Gas distribution                    (2,021)       (1,671)               10,173          7,536
  Energy services and other              200          (277)                1,087           (302)
                                    --------      --------              --------       -------- 
                                    $  3,121      $  4,260              $ 33,304       $ 31,851
                                    ========      ========              ========       ========

</TABLE>
                                                                               
Revenues of the  exploration  and  production  segment were up 11% for the three
month period ended September 30, 1997, and were up 13% for the nine month period
ended  September  30,  1997,  both as  compared  to the  same  periods  in 1996.
Operating  income of this  segment was down $1.3  million  for the three  months
ended  September  30, 1997,  and was down $2.6 million for the nine months ended
September 30, 1997, as compared to the same periods in 1996.

                                      - 8 -

<PAGE>



Gas and oil  production  during the third  quarter of 1997 was 8.7 billion cubic
feet (Bcf)  equivalent,  up from 8.4 Bcf equivalent for the same period in 1996.
For the nine months ended  September 30, 1997,  gas and oil  production was 27.7
Bcf  equivalent,  up from 27.5 Bcf  equivalent  for the same period in 1996. Gas
production  for the three month  period  ended  September  30, 1997 was 7.6 Bcf,
compared  to 7.9 Bcf for the same  period  in 1996.  For the nine  months  ended
September 30, 1997, gas production was 24.2 Bcf, down from 26.1 Bcf for the same
period in 1996.  The decreases in gas  production  were  primarily the result of
lower sales from the  Company's  Arkansas  properties  which are affected by the
demands of the Company's utility distribution systems. Sales to the utility were
10.1 Bcf during the first nine  months of 1997,  down from 12.0 Bcf for the same
period in 1996.  The decline was the result of weather which was 10% warmer than
in 1996.  In 1996,  the colder  weather  created  higher demand by the Company's
utility  distribution  systems and that demand  continued into the summer as the
utility injected increased volumes of gas into storage.  Sales of gas production
to  unaffiliated  purchasers  were 5.1 Bcf  during  the  third  quarter  of 1997
compared to 5.4 Bcf during the third quarter of 1996, and were 14.1 Bcf for both
the first nine months of 1997 and 1996.

The Company's  average sales price for its gas production was $2.25 per thousand
cubic  feet (Mcf) for the third  quarter of 1997,  up from $2.09 per Mcf for the
same  period in 1996.  The  average  price was $2.45 per Mcf for the first  nine
months of 1997,  up from $2.20 per Mcf for the same period of 1996.  The changes
in the average sales prices  received  primarily  reflect  fluctuations  in spot
market prices for natural gas.

The Company's oil production  increased to 576 thousand  barrels (MBbls) for the
nine months ended  September  30, 1997, up from 229 MBbls for the same period in
1996.  The increase was due primarily to  production  from  properties  acquired
during the fourth quarter of 1996.

Operating  revenues of the gas  distribution  segment  increased 5% in the third
quarter of 1997 and 9% in the nine months  ended  September  30,  1997,  both as
compared to the same periods in 1996. Operating income of this segment decreased
$.4 million for the third  quarter of 1997 and  increased  $2.6  million for the
first nine months of 1997,  both as compared  to the same  periods in 1996.  The
decrease in third  quarter  operating  income was  primarily  the result of rate
design  changes  implemented  in the 1996 rate case for the Company's  northwest
Arkansas  distribution  system.  These  rate  design  changes  had the effect of
shifting  some revenues from the summer months to the winter months when most of
the volumes are used by the  utility's  customers.  The increase in year to date
operating income primarily reflects the rate increase  implemented in late 1996,
partially offset by the effect of lower weather-related  deliveries to sales and
end-use  transportation  customers and increased operating costs.  Deliveries by
the Company's utility systems to sales and end-use transportation customers were
4.3 Bcf for the third  quarter  of 1997 and 23.0 Bcf for the nine  months  ended
September 30, 1997, compared to 4.4 Bcf and 24.6 Bcf, respectively, for the same
periods in 1996.

The  Company  has  reached  stipulated  settlements  with the Staffs of both the
Missouri and Arkansas  Public  Service  Commissions on most of the issues in its
pending rate cases for its  southeast  Missouri and northeast  Arkansas  utility
systems. In Missouri,  the stipulation is pending approval of the Commission and
would result in a base rate increase of $1.5 million.

                                      - 9 -

<PAGE>



Additionally,  the  Company  would  receive an  increase of $.9 million in costs
which are recovered  through the purchased gas adjustment  clause,  bringing the
total effective increase the Company would receive to $2.4 million,  compared to
an original request of $3.8 million.  In Arkansas,  the Company  stipulated to a
base rate increase of $.5 million.  The  Commission  staff has  recommended  the
recovery  of an  additional  $.4  million of costs  through  the  purchased  gas
adjustment  clause  while the  Company  has asked  the  Commission  to allow the
recovery of an  additional  $.7 million  through the  purchased  gas  adjustment
clause. The stipulation is pending approval by the Arkansas  Commission,  but in
total the Company  expects to receive an  increase  between $.9 million and $1.2
million, compared to an original request of $1.6 million.

The Company's average rate for its utility sales increased during the first nine
months of 1997 to $5.39 per Mcf,  up from  $4.38 per Mcf for the same  period in
1996.  The increase  reflected  higher prices paid for purchases of natural gas,
which are passed through to customers under automatic  adjustment  clauses,  and
the effects of the 1996 rate increase.

Operating  income for the energy services segment was $.2 million on revenues of
$20.7 million for the third  quarter of 1997,  compared to a loss of $.3 million
on  revenues of $9.4  million  for the same period in 1996.  For the nine months
ended September 30, 1997,  operating income for this segment was $1.1 million on
revenues  of $56.1  million,  compared  to a loss of $.3  million on revenues of
$19.2 million for the same period in 1996. The Company marketed 9.7 Bcf and 26.1
Bcf of gas in the third quarter and the first nine months of 1997, respectively,
compared  to 4.5 Bcf and 8.6 Bcf for the  same  periods  in  1996.  The  Company
increased  its  activities  in this  area in  mid-1996  when it formed an energy
services group to better enable the Company to capture downstream  opportunities
which arise through marketing and transportation activity.

Operating  costs and  expenses  increased  51% in the third  quarter of 1997 and
increased  50% for the  first  nine  months  of 1997,  both as  compared  to the
comparable  periods  in 1996.  The  increases  were  primarily  caused by higher
purchased  gas costs of the Company's gas  distribution  segment,  increased gas
purchases for volumes  marketed by the energy  services  segment,  and increased
operating  expenses  and  depreciation,   depletion  and  amortization   expense
primarily related to the Company's  exploration and production  segment.  Higher
operating costs of the  exploration  and production  segment relate to producing
properties  acquired in 1996.  Most of those  acquisitions  were oil  properties
which produce through  secondary  recovery methods.  As a result,  the operating
costs are higher than those associated with the Company's  average gas producing
property.  The increase in depreciation,  depletion and amortization expense was
primarily due to an increase in the  amortization  rate per unit of  production.
The proved  reserves owned by the Company and the costs  associated  with adding
those reserves are both components of the amortization rate.

Interest expense, net of capitalization, for the nine months ended September 30,
1997,  was up 30%  compared  to the same period in 1996,  due to higher  average
borrowings. Interest is capitalized in the exploration and production segment on
costs that are unevaluated and excluded from amortization.

The Company's share of the NOARK Pipeline  System's (NOARK) pretax loss included
in other income was $1.2 million for the third  quarter of 1997 and $3.2 million
for the nine months

                                     - 10 -

<PAGE>



ended   September   30,  1997,   compared  to  $.9  million  and  $2.5  million,
respectively,  for the same periods in 1996. 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, 1997, as compared to the
same periods in 1996,  resulted  primarily  from the level of taxable  income or
loss and from the  deduction of intangible  drilling  costs in the year incurred
for tax purposes,  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, 1997, as compared
to  December  31,  1996,  primarily  reflect  the  seasonal  nature  of the  gas
distribution segment of the Company's business.

Routine capital expenditures,  cash dividends and scheduled debt retirements are
predominately  funded  through cash provided by  operations.  For the first nine
months of 1997 and 1996,  net cash  provided by operating  activities  was $64.7
million and $58.8 million, respectively, and provided 94% and 90%, respectively,
of these  routine  requirements.  The increase in net cash provided by operating
activities  during the first nine months of 1997, as compared to the same period
in 1996, was primarily due to the timing of both cash receipts and expenditures.
The Company  expects its total debt at  year-end to remain  approximately  level
with the  September  30,  1997  balance as cash  generated  from  operations  is
expected  to meet  the  requirements  for  routine  capital  expenditures,  cash
dividends and scheduled debt retirements during the fourth quarter of 1997.

The Company's capital  expenditures for the first nine months of 1997 were $64.8
million,  down  from  $75.4  million  for  the  same  period  in  1996.  Capital
expenditures  during the first nine  months of 1996  included  $14.1  million to
purchase oil and gas  producing  properties  in south Texas.  There have been no
significant  acquisitions of oil and gas producing  properties in the first nine
months of 1997.

The  Company  has  access to $80.0  million  of medium to  long-term  capital at
current  market  lending rates through two floating rate credit  facilities.  Of
this amount,  $29.8 million was  outstanding at September 30, 1997, all of which
was  classified  as long-term  debt.  During the first nine months of 1997,  the
Company's  revolving  long-term debt decreased by $66.7 million.  Revolving debt
was reduced by the proceeds  from the issuance of $75.0  million of Medium- Term
Notes  (discussed  below),  and  increased  by  cash  requirements  for  capital
expenditures   and  cash  dividends  in  excess  of  cash  flow  generated  from
operations.

In May, 1997, the Company issued $60.0 million of 7.625%  Medium-Term  Notes due
2027.  The  notes  may be  repaid  prior  to  maturity  on May 1,  2009,  at the
noteholder's option. In
                                     - 11 -

<PAGE>



September, 1997, the Company issued $15.0 million of 7.35% Medium-Term Notes due
2017.  Subsequent to September 30, 1997, the Company issued an additional  $25.0
million of 7.125%  Medium-Term  Notes,  also due 2017.  All of these  notes were
issued under a supplement to the  Company's  $250.0  million shelf  registration
statement filed with the Securities and Exchange  Commission in February,  1997,
for the issuance of up to $125.0 million of Medium-Term  Notes.  The Company has
$25.0  million of remaining  capacity  under the shelf  registration  statement.
Long-term debt at both  September 30, 1997 and December 31, 1996,  accounted for
57% of the Company's capitalization.

Accounts  receivable  has declined  since  December 31, 1996,  due  primarily to
seasonally  lower deliveries of the gas  distribution  segment.  The decrease in
income taxes  receivable  resulted  primarily from the receipt of federal income
tax refunds related to a 1996 tax net operating loss. Inventories have increased
since  December 31, 1996 due to gas injected  into  storage  facilities  for use
during the  upcoming  heating  season.  Accounts  payable  has  increased  since
December 31, 1996 as the seasonal  decrease related to gas purchases for the gas
distribution  segment was more than offset by increased  gas  purchases  for the
energy  services  segment and by the timing of  expenditures.  Other  changes in
current assets and current  liabilities  between periods resulted primarily from
the timing of expenditures and receipts.

The  Company  had  under-recovered  $10.6  million  of  purchased  gas  costs at
September 30, 1997, which will be collected from its utility  customers  through
automatic cost of gas adjustment clauses included in its filed rate tariffs.  At
December 31, 1996, the Company had net under-  recovered  purchased gas costs in
the amount of $3.0 million. These amounts are classified as current assets.


                                     - 12 -

<PAGE>



                                     PART II

                                OTHER INFORMATION

Items 1 - 4
- -----------

No  developments  required to be reported under Items 1 - 4 occurred  during the
quarter ended September 30, 1997.

Item 5
- ------

As a result of its previously  announced  internal  investigation,  the Company,
through one of its  subsidiaries,  filed suit on October 31, 1997, in the United
States  District Court for the Western  District of Oklahoma  against two former
employees and various corporations and individuals who participated in providing
land  brokerage  services  to the  Company in  connection  with its 3-D  seismic
operations  in southern  Louisiana.  The  complaint  filed by the Company  seeks
compensatory  and punitive  damages  against the  defendants  and alleges fraud,
breach of contract,  breach of fiduciary  duty,  negligence,  interference  with
business  relationships,  and violations of the Racketeer Influenced and Corrupt
Organizations Act ("RICO").

Item 6(a)
- ---------

No exhibits are required to be filed for the quarter ended September 30, 1997.

Item 6(b)
- ---------

On August 27, 1997 the Company  filed a current  report on Form 8-K dated August
27, 1997,  referencing  its press  release  announcing  the  Company's  plans to
commence  civil  litigation  against  certain former  employees and  independent
contractors (see Item 5 for a discussion of the suit filed on October 31, 1997).



                                   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, 1997                      /s/ GREGORY D. KERLEY
       -----------------------             --------------------------------
                                                   Gregory D. Kerley
                                       Vice President - Treasurer and Secretary,
                                               and Chief Accounting Officer
                                    - 13 -
          




<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           1,727
<SECURITIES>                                         0
<RECEIVABLES>                                   28,339
<ALLOWANCES>                                         0
<INVENTORY>                                     21,953
<CURRENT-ASSETS>                                69,689
<PP&E>                                         951,096
<DEPRECIATION>                                (354,501)
<TOTAL-ASSETS>                                 687,289
<CURRENT-LIABILITIES>                           49,014
<BONDS>                                        283,514
                                0
                                          0    
<COMMON>                                         2,774
<OTHER-SE>                                     211,948
<TOTAL-LIABILITY-AND-EQUITY>                   687,289
<SALES>                                        184,583
<TOTAL-REVENUES>                               188,807
<CGS>                                                0
<TOTAL-COSTS>                                  155,503
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,845
<INCOME-PRETAX>                                 18,018
<INCOME-TAX>                                     6,937
<INCOME-CONTINUING>                             11,081
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,081
<EPS-PRIMARY>                                      .45
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission