<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
XX SECURITIES EXCHANGE OF 1934
----
For the quarterly period ended July 31, 1999
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 : 333-19013
Alliance Resources PLC
(Exact name of registrant as specified in its charter)
England and Wales 73-1405081
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 491-1100
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 Act of 1934 during the
preceding 12 months (or for such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
As of August 31, 1999, there were 47,487,142 shares of the Registrant's
ordinary shares outstanding and 10,000,000 shares outstanding of the
Registrant's convertible restricted voting stock.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements Page
Consolidated Condensed Balance Sheets as of
July 31, 1999 and April 30, 1999 2
Consolidated Condensed Statements of Operations
for the three months ended July 31, 1999 and 1998 4
Consolidated Condensed Statement of Stockholders' Deficit and
Comprehensive Income for the three months ended July 31, 1999 5
Consolidated Condensed Statements of Cash Flows
for the three months ended July 31, 1999 and 1998 6
Notes to Consolidated Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Analysis on Market Risk 13
PART II - OTHER INFORMATION
The information called for by Item 1. Legal Proceedings,
Item 2. Changes in Securities, Item 3. Default Upon Senior
Securities, Item 4. Submission of Matters to a Vote of
Security Holders, Item 5. Other Information has been
omitted as either inapplicable or because the answer
thereto is negative.
Item 6. Exhibit and Reports on Form 8-K 15
SIGNATURES 16
Cautionary Statement Regarding Forward Looking Statements
In the interest of providing the Company's stockholders and potential investors
with certain information regarding the Company's future plans and operations,
certain statements set forth in this Form 10-Q relate to management's future
plans and objectives. Such statements are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although any
forward-looking statements contained in this Form 10-Q or otherwise expressed by
or on behalf of the Company are, to the knowledge and in the judgment of the
officers and directors of the Company, expected to prove true and to come to
pass, management is not able to predict the future with absolute certainty.
Forward looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual performance and financial results in future
periods to differ materially from any projection, estimate or forecasted result.
These risks and uncertainties include, among other things, volatility of oil and
gas prices, competition, risks inherent in the Company's oil and gas operations,
the inexact nature of interpretation of seismic and other geological and
geophysical data, imprecision of reserve estimates, the Company's ability to
replace and expand oil and gas reserves, and such other risks and uncertainties
described from time to time in the Company's periodic reports and filings with
the Securities and Exchange Commission. Accordingly, stockholders and potential
investors are cautioned that certain events or circumstances could cause actual
results to differ materially from those projected, estimated, or predicted.
1
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ITEM 1. Financial Statements
ALLIANCE RESOURCES PLC AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
July 31, 1999 April 30, 1999
ASSETS (unaudited) (audited)
Current assets:
Cash $ 4,289,099 $ 286,158
Accounts receivable 1,277,797 2,105,082
Other current assets 65,071 59,837
----------- -----------
Total current assets 5,631,967 2,451,077
----------- -----------
Property and equipment, at cost:
Oil and gas properties, full cost method
United States 43,008,357 42,901,608
United Kingdom 35,966,677 31,054,083
Other depreciable assets 894,900 1,095,147
----------- -----------
79,869,934 75,050,838
Less accumulated depreciation, depletion and (46,888,367) (44,695,726)
impairments ----------- -----------
Net property and equipment 32,981,567 30,355,112
----------- -----------
Other assets:
Deposits and other assets 168,373 141,422
Deferred loan costs, less accumulated
amortization 3,077,262 3,215,384
----------- -----------
$41,859,169 $36,162,995
=========== ===========
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
ALLIANCE RESOURCES PLC AND SUBSIDIARIES
Consolidated Condensed Balance Sheets, continued
July 31, 1999 April 30, 1999
(unaudited) (audited)
LIABILITIES AND
STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 7,511,814 $ 7,238,502
Accrued expenses payable 768,531 833,750
----------- -----------
Total current liabilities 8,280,345 8,072,252
Long-term liabilities:
Long-term debt (net of discount of
$6,516,897 and $6,897,502 at
July 31, 1999 and April 30, 1999,
respectively) 52,372,308 43,176,621
Convertible subordinated
unsecured loan notes 1,550,700 1,550,700
----------- -----------
Total liabilities 62,203,353 52,799,573
Stockholders' deficit:
Ordinary Shares - par value 1 pence; 768,823 768,823
415,001,376 authorized; 47,487,142
issued and outstanding at
July 31, 1999 and April 30, 1999
Deferred Shares - par value 1 pence;
1,414,998,624 authorized; 1,217,155,912
issued and outstanding at July 31, 1999
and April 30, 1999 19,611,767 19,611,767
Convertible Shares - par value 1 pence;
10,000,000 authorized; 10,000,000 issued
and outstanding at July 31, 1999 and
April 30, 1999 278,000 278,000
Additional paid-in capital 21,042,094 21,042,094
Accumulated other comprehensive loss (17,553) (17,391)
Accumulated deficit (62,027,315) (58,319,871)
------------ ------------
Total stockholders' deficit (20,344,184) (16,636,578)
------------ ------------
$ 41,859,169 $ 36,162,995
============ ============
See accompanying notes to consolidated condensed financial statements.
3
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ALLIANCE RESOURCES PLC AND SUBSIDIARIES
Consolidated Condensed Statement of Operations
<TABLE>
<CAPTION>
Three Three
Months Ended Months Ended
July 31, 1999 July 31, 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Oil and gas revenue $ 1,486,861 $ 1,917,966
Operating expenses:
Lease operating expense 956,927 859,453
Depreciation, depletion,
and amortization 402,355 509,355
Impairment of oil and gas
properties 1,999,824 -
General and administrative
expense 736,098 750,262
------------ -----------
Total operating expenses 4,095,204 2,119,070
------------ -----------
Net operating loss (2,608,343) (201,104)
Other income (expense):
Loss on sale of assets - (9,184)
Interest expense, net of
interest capitalized (1,119,792) (668,450)
Interest income 6,377 5,259
Miscellaneous income 14,314 22,492
------------ -----------
Net loss from continuing
operations before income taxes (3,707,444) (850,987)
Income tax expense - -
------------ -----------
Net loss $ (3,707,444) $ (850,987)
------------ -----------
Loss per share for ordinary
shareholders $ (0.07) $ (0.03)
============ ===========
Weighted average number of
shares outstanding 52,487,142 31,209,408
=========== ===========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
4
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<TABLE>
<CAPTION>
ALLIANCE RESOURCES PLC AND SUBSIDIARIES
Consolidated Condensed Statement of Stockholders' Deficit and Comprehensive Income
Three Months Ended July 31, 1999
Accumulated
Additional Other
Ordinary Deferred Convertible Paid-In Comprehensive Accumulated
Shares Shares Shares Capital Income (Loss) Deficit Total
-------- ----------- -------- ----------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at April 30, 1999 $768,823 $19,611,767 $278,000 $21,042,094 $ (17,391) $(58,319,871) $(16,636,578)
Comprehensive income (loss):
Foreign exchange - - - - (162) - (162)
Net loss current period - - - - - (3,707,444) (3,707,444)
------------
Total comprehensive loss (3,707,606)
-------- ----------- -------- ----------- --------- ------------ ------------
Balance July 31, 1999 $768,823 $19,611,767 $278,000 $21,042,094 $ (17,553) $(62,027,315) $(20,344,184)
======== =========== ======== =========== ========= ============ ============
See accompanying notes to consolidated condensed financial statements.
</TABLE>
5
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ALLIANCE RESOURCES PLC AND SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 31, 1999 July 31, 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,707,444) $ (850,987)
Adjustments to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation, depletion and amortization 402,355 509,355
Impairment of oil and gas properties 1,999,824 -
Other amortization 552,412 255,324
Loss on sale of assets - 9,184
Changes in assets and liabilities:
Accounts receivable 827,285 348,061
Accounts payable 512,356 (1,074,397)
Accrued expenses payable (65,219) (11,834)
Other assets (32,185) 62,037
Other liabilities - (136,058)
------------ ----------
Net cash provided by (used in) operating activities 489,384 (889,315)
------------ ----------
Cash flows from investing activities:
Purchases of property and equipment, including interest capitalized (5,269,811) (266,233)
Proceeds from sale of property and equipment 1,971 379,809
Deferred acquisition costs (33,866) (870,652)
------------ ----------
Net cash used in investing activities (5,301,706) (757,076)
------------ ----------
Cash flows from financing activities:
Payments on long-term debt (480,000) -
Proceeds from issuance of long-term debt 9,295,263 1,500,000
------------ ----------
Net cash provided by financing activities 8,815,263 1,500,000
------------ ----------
Net increase (decrease) in cash and cash equivalents 4,002,941 (146,391)
Cash and cash equivalents at beginning of period 286,158 408,439
------------ ----------
Cash and cash equivalents at end of period $ 4,289,099 $ 262,048
============ ==========
Supplemental disclosures of cash flow information-
Cash paid during the period for interest $ 870,238 $ 400,554
============ ==========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
6
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A. Summary of Significant Accounting Policies
Basis of Presentation
- ---------------------
Alliance Resources PLC (the "Company" or "Alliance") is organized as a public
limited company under the laws of England and Wales. Alliance is a holding
company of a group whose principal activities are the exploration, development,
and production of oil and gas and the acquisition of producing oil and gas
properties. Alliance was incorporated and registered under the laws of England
and Wales on August 20, 1990.
The condensed consolidated financial statements of Alliance Resources PLC and
its wholly-owned subsidiaries (the "Company") reflect all adjustments which are,
in the opinion of management, necessary to present fairly the financial
position, results of operations and cash flows of the Company as of July 31,
1999, and for all interim periods presented. All adjustments are normal
recurring accruals.
Certain information and disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the Company's April 30, 1999 audited consolidated
financial statements and notes thereto contained in the Company's Annual Report
to Stockholders for the year ended April 30, 1999. The results of operations
for the period ended July 31, 1999, are not necessarily indicative of the
operating results to be achieved for the full year.
B. Significant Events
The Company continues with its development activities in the East Irish Sea.
During the recent quarter, $4.288 million has been spent on capital expenditures
relating to these properties, financed primarily with drawdowns from the
Company's debt facility. On July 23, 1999 the Company announced that the Dalton
R2 well was successfully reentered and recompleted. The R2 well tested at a
maximum flow rate of approximately 54 MMSCF/D on a 120/64 inch choke at 772 psig
flowing tubing pressure. In the East Millom Field, the Millom Q1 well has been
successfully reentered and recompleted. The Q1 well tested at a maximum flow
rate of 18 MMSCF/D on a 68/64 inch choke at 725 psig flowing tubing pressure.
The Dalton R1, R2 and Millom Q1 wells have been tied back to the North Morecambe
Bay Platform, and first production began on August 10, 1999.
Effective July 30, 1999, the Company and its principal lender agreed to amend
the terms of its credit agreement to allow for additional immediate borrowings
of $5,000,000, to defer the date of the borrowing base redetermination from July
31, 1999 to December 31, 1999, and to defer the repayment date of a portion of
the indebtedness from January 31, 2001 to July 31, 2001.
American Rivers Oil Company ("AROC") and Alliance announced that on July 22,
1999, they entered into a preliminary agreement, under which, subject to the
satisfactory completion of various pre-conditions, a new subsidiary of AROC
would make a share for share offer for Alliance. The principal conditions to
the making of the offer are the filing of a registration statement with the
Securities and Exchange Commission and due diligence conducted by both parties.
If the share offer is completed, it is expected that the shares of the new
company will be quoted on the U.S. OTC Bulletin Board and will not be listed on
the London Stock Exchange. If
7
<PAGE>
the transaction is completed and all the Alliance shareholders accept the offer,
the shareholders of Alliance would hold 98% and the shareholders of AROC would
hold 2% of the enlarged group.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
- ---------------------
The following is a discussion of the results of operations of the Company for
the three months ended July 31, 1999.
The factors which most significantly affect the Company's results of operations
are (i) the sales prices of crude oil and natural gas, (ii) the level of total
sales volumes, (iii) the level of lease operating expenses, and (iv) the level
of and interest rates on borrowings. Total sales volumes and the level of
borrowings are significantly impacted by the degree of success the Company
experiences in its efforts to acquire oil and gas properties and its ability to
maintain or increase production from its existing oil and gas properties through
its development activities. The following table reflects certain historical
operating data for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended July 31
--------------------------
1998 1999
---------- ----------
<S> <C> <C>
Net Sales Volumes:
Oil (Mbbls) 66 67
Natural Gas (MMcf) 430 340
Oil Equivalent (MBOE) 139 124
Average Sales Prices:
Oil (per Bbl) $18.22 $12.07
Natural Gas (per Mcf) $ 1.67 $ 2.02
Operating Expenses per
BOE of Net Sales:
Lease operating $ 5.64 $ 7.01
Severance tax $ 0.54 $ 0.72
Depreciation, depletion, and amortization $ 3.65 $ 3.25
General and administrative $ 5.40 $ 5.95
</TABLE>
Average sales prices received by the Company for oil and gas have historically
fluctuated significantly from period to period. Fluctuations in oil prices
during these periods reflect market uncertainties as well as concerns related to
the global supply and demand for crude oil. Average gas prices received by the
Company fluctuate generally with changes in the spot market for gas. Relatively
modest changes in either oil or gas significantly impact the Company's results
of operations and cash flow and could significantly impact the Company's
borrowing capacity.
8
<PAGE>
Three Months Ended July 31, 1999 compared to the Three Months Ended
- -------------------------------------------------------------------
July 31, 1998
- -------------
Total revenues from the Company's operations for the quarter ended July 31, 1999
were $1,486,861 compared to $1,917,966 for the quarter ended July 31, 1998.
Revenues decreased significantly over the comparable period a year earlier due
principally to lower gas sales volumes and realized oil prices, property
disposals and the depletion of producing reserves.
Net gas sales volumes decreased 11% from the same period in 1998. The remainder
of the volume decrease is attributable to property sales completed during the
quarter ended July 31, 1998.
Total operating expenses increased to $4,095,204 for the quarter ended July 31,
1999 compared to $2,119,070 for the same period in 1998. This increase was
primarily due to impairment of the U.K. properties. Lease operating expenses
were higher at $956,927 for the three month period ending July 31, 1999 compared
to $859,453 for the same period in 1998 due to an increase of $280,000 in
workover expenses from the 1998 period. Depreciation, depletion and amortization
decreased to $402,355 from $509,355 a year earlier primarily as a result of
lower sales volumes. General and administrative expenses decreased from
$750,262 during the quarter ended July 31, 1998 to $736,098 for the quarter
ended July 31, 1999. The decrease is a result of continuing efforts by
management to reduce corporate overhead expenses.
A net operating loss of $3,707,444 was realized for the quarter ended July 31,
1999 compared to a net operating loss of $850,987 for the same period in 1998.
In summary, due to the above factors, the net loss for the quarter ended July
31, 1999 increased to $3,707,444 ($0.07 per share) compared to a net loss of
$850,987 ($0.03 per share) for the same period in 1998.
Capital Resources and Liquidity
- -------------------------------
The Company's capital requirements relate primarily to the development of its
oil and gas properties and undeveloped leasehold acreage, exploration
activities, and the servicing of the Company's debt. In general, because the
Company's oil and gas reserves are depleted by production, the success of its
business strategy is dependent upon a continuous exploration and development
program and the acquisition of additional reserves.
Cash Flows and Liquidity. At July 31, 1999, Alliance has current assets of
- ------------------------
$5.632 million and current liabilities of $8.280 million, which resulted in a
net current deficit of $2.648 million. Since April 30, 1999, the net current
deficit has decreased from $5.621 million. The $2.973 million decrease is
primarily due to additional borrowings of $5.00 million made on July 30, 1999.
Current liabilities at July 31, 1999 increased to $8.28 million compared to
$8.072 million at April 30, 1999.
For the quarter ended July 31, 1999, net cash provided by the Company's
operating activities was $.489 million compared to cash used of $.889 million
for the quarter ended July 31, 1998. This was caused primarily by significant
payments of vendor payables in the quarter ended July 31, 1998.
9
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Investing activities of the Company used $5.302 million in net cash flow for the
quarter ended July 31, 1999 compared to $.757 million used for the quarter ended
July 31, 1998. The increase was principally due to property expenditures of
$5.004 million more than the 1998 period as a result of the U.K. property
development program.
Financing activities provided $8.815 million for the quarter ended July 31, 1999
compared to $1.500 million for the quarter ended July 31, 1998, as a result of
additional borrowings related to the U.K. property development program.
Overall, cash and cash equivalents increased by $4.003 million in the quarter
ended July 31, 1999 compared to an decrease of $.146 million in the 1998 period
as a result of the additional borrowings.
Capital Expenditures. Currently, there are no material long-term commitments
- --------------------
associated with the Company's U.S. capital expenditure plans. Consequently, the
Company has a significant degree of flexibility to adjust the level of such
expenditures as circumstances warrant. The Company primarily uses internally
generated cash flow and proceeds from the sale of oil and gas properties to fund
U.S. capital expenditures, other than significant acquisitions, and to fund its
working capital deficit. If the Company's internally generated cash flows
should be insufficient to meet its banking or other obligations, the Company may
reduce the level of discretionary U.S. capital expenditures or increase the sale
of non-strategic oil and gas properties in order to meet such obligations.
The timing of the Company's U.K. capital expenditures is determined annually by
a budget prepared by the operator of the U.K. properties and approved by
Alliance. Currently, there are material commitments for the 2000 fiscal year.
Management believes that these commitments will be met by funds available under
the Company's credit facility and internally generated cash flow. The level of
the Company's capital expenditures will vary in future periods depending on
energy market conditions and other related economic factors. (This is a forward-
looking statement; refer to the Cautionary Statement Regarding Forward Looking
Statements).
Financing Arrangements. The Company was not in compliance with certain
- ----------------------
covenants of its loan agreements, which included but were not limited to the
maintenance of minimum levels of working capital and interest coverage. Prior
to these violations causing an event of default, which would have resulted in an
acceleration of the repayment of the loans, the Company obtained waivers from
the lenders for all covenant violations. Effective July 30, 1999 the loan
agreement was amended to revise the borrowing limit. This enabled the Company
to borrow an additional $5,000,000 as of July 30, 1999. The due date of the
Tranche B portion of the loan was extended from January 31, 2001 to July 31,
2001. In addition, the date of the borrowing base and collateral value
redetermination scheduled to occur on July 31, 1999 was deferred until December
31, 1999.
Financial Condition. The accompanying financial statements have been prepared on
- -------------------
a going concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Company
continues to incur losses, continues to experience working capital deficits and
is obliged to commence repayments on the borrowings on October 30, 2000. These
factors among others may indicate the Company will be unable to continue as a
going concern for a reasonable period of time.
10
<PAGE>
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. Despite its negative cash
flow, the Company has been able to secure financing to support its operations to
date. The Company has reached agreement with its principal bank to amend
certain provisions of the loan agreement to allow for additional borrowing
capacity, to defer the borrowing base redetermination date from July 31, 1999 to
December 31, 1999, and extend the repayment due date of the Tranche B portion of
the loan to July 31, 2001. The amendment does not, however, change the other
scheduled repayment dates which commences on October 30, 2000.
The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet is obligations on a timely basis, to
continue to comply with the terms of its borrowing agreements, to obtain
additional financing or refinancing as will be required and ultimately to attain
profitability. Management believes it has a business plan that, if successfully
executed, will achieve these objectives. (This is a forward-looking statement;
refer to the Cautionary Statement Regarding Forward Looking Statements).
Seasonality. The results of operations of the Company are somewhat seasonal due
- ------------
to fluctuations in the price for crude oil and natural gas. Recently, crude oil
prices have been generally higher in the third calendar quarter, and natural gas
prices have been generally higher in the first calendar quarter. Due to these
seasonal fluctuations, results of operations for individual quarterly periods
may not be indicative of results which may be realized on an annual basis.
Inflation and Prices. In recent years, inflation has not had a significant
- --------------------
impact on the operations or financial condition of the Company. The generally
downward pressure on oil and gas prices during most of such periods has been
accompanied by a corresponding downward pressure on costs incurred to acquire,
develop, and operate oil and gas properties as well as the costs of drilling and
completing wells on properties.
Prices obtained for oil and gas production depend upon numerous factors that are
beyond the control of the Company including the extent of domestic and foreign
production, imports of foreign oil, market demand, domestic and world-wide
economic and political conditions, and government regulations and tax laws.
Prices for oil and gas received by the Company have fluctuated significantly in
recent years, as noted in the following table.
<TABLE>
<CAPTION>
Oil Gas
--------- ---------
<S> <C> <C>
Year ended April 30, 1999 $ 13.20 $ 1.79
Year ended April 30, 1998 $ 15.75 $ 2.36
</TABLE>
During February 1999, the Company completed a transaction to hedge approximately
65% of its existing monthly gas production by installing a floor of $1.60/MMBTU
and a cap of $2.07/MMBTU. This will protect the Company from any severe
declines in natural gas prices until October 31, 1999, and conversely limit the
benefit of prices in excess of the cap. During April 1999, the Company
completed a transaction to hedge approximately 40% of its existing monthly oil
production by installing a floor of $12.00/barrel. This will protect the
Company from any severe declines in oil prices until October 31, 1999.
11
<PAGE>
ISSUES RELATED TO THE YEAR 2000
- -------------------------------
General. The following Year 2000 statements constitute a Year 2000 Readiness
- --------
Disclosure within the meaning of the Year 2000 Information and Readiness
Disclosure Act of 1998. The Year 2000 problem has arisen because many existing
computer programs use only the last two digits to refer to a year. Therefore,
these computer programs do not properly recognize and process date-sensitive
information beyond 1999. In general, there are two areas where Year 2000
problems may exist for the Company: information technology such as computers,
programs and related systems ("IT") and non-information technology systems such
as embedded technology on a silicon chip ("Non IT").
The Plan. Alliance's Year 2000 Plan (the "Plan") has four phases: (i)
- --------
assessment, (ii) inventory, (iii) remediation, testing and implementation and
(iv) contingency plans. Approximately twelve months ago, the Company began its
phase one assessment of its particular exposure to problems that might arise as
a result of the new millennium. The assessment and inventory phases have been
substantially completed and have identified Alliance's IT systems that must be
updated or replaced in order to be Year 2000 compliant. Remediation, testing and
implementation are scheduled to be completed by September 30, 1999, and the
contingency plan phase of the Plan is scheduled to be completed by October 31,
1999. Alliance's assessment of the readiness of third parties whose IT systems
might have an impact on Alliance's business has thus far not indicated any
material problems.
With regard to Alliance's Non IT systems, the Company believes that most of
these systems can be brought into compliance on schedule. Alliance's assessment
of third party readiness is not yet completed. Because the potential problem
with Non IT systems involves embedded chips, it is difficult to determine with
complete accuracy where all such systems are located. As part of its Plan, the
Company is making formal and informal inquiries of its vendors, customers and
transporters in an effort to determine the third party systems that might have
embedded technology requiring remediation.
Estimated Costs. Although it is difficult to estimate the total costs of
- ---------------
implementing the Plan through January 1, 2000 and beyond, Alliance's preliminary
estimate is that such costs will not be material. To date, the Company has
determined that its IT systems are either compliant or can be made compliant for
less than $50,000. However, although management believes that its estimates are
reasonable, there can be no assurance, for the reasons stated in the next
paragraph, that the actual cost of implementing the Plan would not differ
materially from the estimated costs.
Potential Risks. The failure to correct a material Year 2000 problem could
- ----------------
result in an interruption in, or a failure of, certain normal business
activities or operations. This risk exists both as to Alliance's IT and Non IT
systems, as well as to the systems of third parties. Such failures could
materially and adversely affect Alliance's results of operations, cash flow and
financial condition. Due to the general uncertainty inherent in the Year 2000
problem, resulting in part from the uncertainty of the Year 2000 readiness of
third party suppliers, vendors and transporters, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on Alliance's results of operations, cash flow or financial
condition. Although the Company is not currently able to determine the
consequences of Year 2000 failures, its current assessment is that its area of
greatest potential risk in its third party relationships is in connection with
the transporting and marketing of the oil and gas
12
<PAGE>
produced by the Company. The Company is contacting the various purchasers and
pipelines with which it regularly does business to determine their state of
readiness for the Year 2000. Although the purchasers and pipelines will not
guaranty their state of readiness, the responses received to date have indicated
no material problems. The Company believes that in a worst case scenario, the
failure of its purchasers and transporters to conduct business in a normal
fashion could have a material adverse effect on cash flow for a period of six to
nine months. Alliance's Year 2000 Plan is expected to significantly reduce
Alliance's level of uncertainty about the compliance and readiness of these
material third parties. The evaluation of third party readiness will be followed
by Alliance's development of contingency plans.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
- ---------------------------------------------------------
In addition, the dates for completion of the phases of the Year 2000 Plan are
based on Alliance's best estimates, which were derived using numerous
assumptions of future events. Due to the general uncertainty inherent in the
Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-parties and the interconnection of computer systems, the
Company cannot ensure its ability to timely and cost-effectively resolve
problems associated with the Year 2000 issue that may affect its operations and
business. Accordingly, shareholders and potential investors are cautioned that
certain events or circumstances could cause actual results to differ materially
from those projected, estimated or predicted.
Item 3. Quantitative and Qualitative Analysis on Market Risk
The Company's primary market risks relate to changes in interest rates and in
the prices received from sales of oil and natural gas. The Company's primary
risk management strategy is to partially mitigate the risk of adverse changes in
its cash flows caused by increases in interest rates on its variable rate debt,
and decreases in oil and natural gas prices, by entering into derivative
financial and commodity instruments, including swaps, collars and participating
commodity hedges. By hedging only a portion of its market risk exposures, the
Company is able to participate in the increased earnings and cash flows
associated with decreases in interest rates and increases in oil and natural gas
prices; however, it is exposed to risk on the unhedged portion of its variable
rate debt and oil and natural gas production.
Historically, the Company has attempted to hedge the exposure related to its
variable rate debt and its forecasted oil and natural gas production in amounts
which it believes are prudent based on the prices of available derivatives and,
in the case of production hedges, the Company's deliverable volumes. The
Company attempts to manage the exposure to adverse changes in the fair value of
its fixed rate debt agreements by issuing fixed rate debt only when business
conditions and market conditions are favorable.
The Company does not use or hold derivative instruments for trading purposes nor
does it use derivative instruments with leveraged features. The Company's
derivative instruments are designated and effective as hedges against its
identified risks, and do not of themselves expose the Company to market risk
because any adverse change in the cash flows associated with the derivative
instrument is accompanied by an offsetting change in the cash flows of the
hedged transaction.
Personnel who have appropriate skills, experience and supervision carry out all
derivative activity. The personnel involved in derivative activity must follow
prescribed trading limits and
13
<PAGE>
parameters that are regularly reviewed by senior management. The Company uses
only well-known, conventional derivative instruments and attempts to manage its
credit risk by entering into financial contracts with reputable financial
institutions.
Following are disclosures regarding the Company's market risk sensitive
instruments by major category. Investors and other users are cautioned to avoid
simplistic use of these disclosures. Users should realize that the actual
impact of future interest rate and commodity price movements will likely differ
from the amounts disclosed below due to ongoing changes in risk exposure levels
and concurrent adjustments to hedging positions. It is not possible to
accurately predict future movements in interest rates and oil and natural gas
prices.
Interest Rate Risks (non-trading). the Company uses both fixed and variable rate
- ---------------------------------
debts to partially finance operations and capital expenditures. As of July 31,
1999, the Company's debt consists of $48,389,521 in borrowings under its Credit
Agreement which bear interest at a variable rate, and $10,499,684 in borrowings
under its 10% Senior Subordinated Notes which bear interest at a fixed rate.
The Company hedges a portion of the risk associated with its variable rate debt
through derivative instruments which consist of interest rate swaps and collars.
Under the swap contracts, the Company makes interest payments on its Credit
Agreement as scheduled and receives or makes payments based on the differential
between the fixed rate of the swap and a floating rate plus a defined
differential. These instruments reduce the Company's exposure to increases in
interest rates on the hedged portion of its debt by enabling it to effectively
pay a fixed rate of interest or a rate, which only fluctuates within a
predetermined ceiling and floor. A hypothetical increase in interest rates of
two percentage points would cause a loss in income and cash flows of $725,000
during the current fiscal year, assuming that outstanding borrowings under the
Credit Agreement remain at current levels. This loss in income and cash flows
would not be offset by any increase in income and cash flows associated with the
interest rate swap and collar agreements that are in effect for the current
fiscal year. A hypothetical decrease in interest rates of two percentage points
would cause an increase in the fair value of $0 in the Company's Senior
Subordinated Notes from their fair value at July 31, 1999.
Commodity Price Risk (non trading). The Company hedges a portion of the price
- -----------------------------------
risk associated with the sale of its oil and natural gas production through the
use of derivative commodity instruments, which consist of collars and
participating hedges. These instruments reduce the Company's exposure to
decreases in oil and natural gas prices on the hedged portion of its production
by enabling it to effectively receive a fixed price on its oil and natural gas
sales or a price that only fluctuates between a predetermined floor and ceiling.
As of August 1, 1999, the Company had entered into derivative commodity hedges
covering an aggregate of 30,000 barrels of oil and 240,000 MMbtu's of gas that
extend through October 1999. Under these contracts, the Company sells its oil
and natural gas production at spot market prices and receives or makes payments
based on the differential between the contract price and a floating price which
is based on spot market indices. The amount received or paid upon settlement of
these contracts is recognized as oil or natural gas revenues at the time the
hedged volumes are sold. A hypothetical decrease in oil and natural gas prices
of 10% from the price in effect as of July 31, 1999, would cause a loss in
income and cash flows of $342,992 during 1999, assuming that oil and gas
production remain at current levels. This loss in income and cash flows would
not be offset by any increase in income and cash flows associated with the oil
and natural gas derivative contracts that are in effect.
14
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
SEC
Exhibit
No. Description of Exhibits
------- -----------------------
(27) Financial Data Schedule
-----------------------
*27.1 Financial Data Schedule of Alliance Resources PLC
*Filed Herewith.
(b) Reports on Form 8-K
-------------------
None
15
<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.
Alliance Resources PLC
/s/M. Humphries
---------------
Michael Humphries, Finance Director
Date: September 14, 1999
16
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<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> APR-30-2000 APR-30-1999
<PERIOD-START> MAY-01-1999 MAY-01-1998
<PERIOD-END> JUL-31-1999 JUL-31-1998
<CASH> 4,289,099 286,158
<SECURITIES> 0 0
<RECEIVABLES> 1,277,797 2,105,082
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<PP&E> 79,869,934 75,050,838
<DEPRECIATION> (46,888,367) (44,695,726)
<TOTAL-ASSETS> 41,859,169 36,162,995
<CURRENT-LIABILITIES> 8,280,345 8,072,252
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0 0
0 0
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<CGS> 956,927 859,453
<TOTAL-COSTS> 4,095,204 2,119,070
<OTHER-EXPENSES> (20,691) (18,567)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,119,792 668,450
<INCOME-PRETAX> (3,707,444) (850,987)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (3,707,444) (850,987)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,707,444) (850,987)
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