SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------------- FORM 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO --------------- -------------- Commission File Number: 1-8490 ALAMCO, INC. (Exact name of registrant as specified in its charter) Delaware 55-0615701 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 200 West Main Street, Clarksburg, WV 26301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 623-6671 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ----------------------------- ---------------------- Common Stock - Par Value $.10 per share American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( X ) The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sale price of such stock on the American Stock Exchange as of March 1, 1996, is set forth below: Aggregate Market Value of the Registrant's Voting Stock Held By Class of Stock Non-Affiliates --------------------------------- --------------------------------- Common Stock, $.10 par value $41,121,302 The number of shares outstanding of the registrant's Common Stock as of March 1, 1996 is 4,713,422 shares. -------------------------------------------------- Page 1 of 61 Index to Exhibits begins on page 57 DOCUMENTS INCORPORATED BY REFERENCE Registrant's definitive Proxy Statement in connection with its 1996 Annual Meeting of Stockholders, which is to be filed not later than 120 days after Registrant's fiscal year-end, is incorporated by reference in Part III of this Report, except those portions of the Proxy Statement specifically not incorporated by reference. The report of the Compensation Committee of the Registrant's Board of Directors and the Registrant's Performance Graph to be included within the definitive Proxy Statement shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or otherwise incorporated by reference in this Report. PART I Item 1. Business. Alamco, Inc. (the "Company" or "Alamco") is an Appalachian-based independent gas and oil producer actively engaged in the acquisition, exploitation, exploration, development and production of domestic gas and oil. Alamco's activities are conducted in West Virginia, Tennessee and Kentucky, with an emphasis on producing natural gas for ultimate sale to customers in the Northeast gas markets. Independent petroleum engineers estimate that the Company's proved reserves totalled 137.1 equivalent billion cubic feet ("EBCF") as of December 31, 1995, using a conversion of six thousand cubic feet of gas to one barrel of oil. As of December 31, 1995, Alamco had an average ownership interest of 86 percent in 1,156 gross wells and operated 97 percent of the wells in which it had an ownership interest. Alamco, a Delaware corporation, was organized in 1981 as the successor of a privately held entity, Allegheny Land And Mineral Company ("Allegheny"), which had been engaged in the gas and oil business since 1956, and to certain interests in various gas and oil programs sponsored and/or operated by Allegheny. Alamco's executive offices are located at 200 West Main Street, Clarksburg, West Virginia 26301, and its telephone number is (304) 623-6671. The Company and its subsidiaries currently employ approximately 96 persons on a full time basis. The Company's Common Stock is listed on the American Stock Exchange ("AMEX") under the trading symbol "AXO". Certain statements contained in this report under various sections, including but not limited to, "Management's Discussion and Analysis" and "Markets and Customers", are forward-looking statements that involve risks and uncertainties. Such statements are subject to important factors that could cause actual results to differ from those contemplated by such statements. These factors include, without limitation, the results of exploratory and development drilling; the successful acquisition of producing properties; a change in the price received for gas and/or oil; the demand for and supply of gas and oil; the weather; pipeline capacity; general economic conditions; governmental regulation; changes in interest rates; competitors of Alamco having greater resources than those of the Company; or other unanticipated external developments materially impacting the Company's operational and financial performance. BUSINESS STRATEGY Alamco's business strategy is to build stockholder value through the efficient growth of its gas and oil reserves and production in the Appalachian Basin while pursuing complementary business lines. To accomplish this strategy, the Company will continue to focus on increasing its gas and oil reserves through development and exploratory drilling, property acquisitions, and infrastructure development, including the installation of pipelines in areas in Kentucky and Tennessee where successful exploration has occurred. Using this strategy, the Company's reserves have increased in each of the past four years. Estimated reserves of 137.1 EBCF at December 31, 1995, compare favorably to estimated reserves of 128.0 EBCF, 88.0 EBCF and 64.1 EBCF as of December 31, 1994, 1993 and 1992, respectively. The Company intends to continue to focus its activities in the Appalachian Basin, which is geographically one of the largest and oldest gas and oil producing regions in the United States. Alamco and other operators in the Appalachian Basin have historically experienced high drilling success rates in the formations in the Basin, with wells generally producing for more than 25 years, although at low production volumes. The Company has been nationally recognized as a leader in finding reserves at a lower cost than its competitors and will continue to strive to keep its finding costs low in this phase of expansion of its gas and oil reserve base. Alamco may expand its area of operations into other producing basins if management believes such an expansion is beneficial to the Company. The Company develops reserves by drilling wells and recompleting previously drilled wells to prove the existence of gas and oil reservoirs. Drilling activities are currently carried out in West Virginia, Tennessee and Kentucky. Exploration, coupled with development of new discoveries and infrastructure development in Kentucky and Tennessee, will further lay the groundwork for long-term expansion of Alamco's gas and oil reserves. Exploitation programs may add to the Company's reserves because of the upward revision in the estimate of existing producing properties' reserves from the prior year's reserve estimate. Upward revisions in prior years have been due to, among other things, the Company's effort to maximize productive capability through enhanced operating techniques and, thus, an increase in ultimate recoverable reserves by reducing reservoir abandonment pressures and increasing the well drainage area of its existing producing properties. Alamco is focusing more on diversification of business lines by entering into certain oil field-related service businesses. In addition to providing these services for itself, the Company intends to make the services available to others in the gas and oil industry. HAWG HAULING & DISPOSAL, INC. ("HAWG"), a brine hauling and disposal service, is a wholly-owned subsidiary of the Company and Phoenix-Alamco Ventures, a Limited Liability Company ("PAV"), which is owned jointly by the Company and Phoenix Energy Sales Company ("Phoenix"), is engaged in the marketing of Alamco's and other working interest owners' gas. Revenues generated by HAWG and PAV were approximately 1 percent of total revenues in 1995. Alamco installed its first pipeline in 1995 from southern Kentucky into Tennessee to interconnect with a local gas utility's distribution system. In 1996, Alamco plans to install a $1.6 million pipeline in Tennessee to enable the Company to increase its flexibility in marketing gas and to improve gas sales prices. The Company may also transport third-party gas in order to generate additional revenues in the future. Alamco actively pursues the acquisition of producing properties that will enhance the Company's revenue base without proportional increases in overhead costs. The Company focuses its attention on Appalachian Basin properties in which it will have a significant ownership interest and will serve as operator. In addition to the acquisition of properties owned and operated by third parties, Alamco will continue to evaluate the purchase of outside investors' interests in wells operated by the Company. GAS AND OIL EXPLORATION AND DEVELOPMENT ACTIVITIES At December 31, 1995, Alamco's proved reserves totalled 137.1 EBCF, representing a 9.1 EBCF increase from year-end 1994 reserves. Based on these reserve additions, the Company replaced 250 percent of the 5.9 EBCF it sold during 1995. Alamco invested $7,501,000 in gas and oil exploration and development activities during the year, including $1,384,000 in producing property acquisitions. Internally generated cash flows and amounts drawn from the Company's revolving credit facility with Bank One, Texas, N.A. ("Bank One") funded the capital investment program. DRILLING ACTIVITIES Early in 1995, Alamco suspended drilling activities due to decreasing gas prices and the potential risk that gas prices would remain low for an extended period of time. During the summer of 1995, gas prices began to improve and storage injections for the upcoming winter were running lower than the prior year. This increased the probability of substantially higher gas prices in the upcoming winter heating season, especially in the event of a normal or colder than normal winter which did indeed occur. As a result of these factors, the Company restarted its 1995 drilling program in early September. A total of 11.5 EBCF was added to the Company's reserves as a result of the 1995 drilling program. Alamco invested $5,385,000 or 72 percent of its gas and oil exploration and development expenditures in the drilling of 15.5 net wells, of which 14 net wells were successful. Alamco drilled seven, five and four gross wells in West Virginia, Kentucky and Tennessee, respectively. All of the wells drilled in West Virginia were drilled in the South Burns Chapel Field in Monongalia and Preston Counties, including five wells drilled to the deep Oriskany Formation and two wells to the shallower Fourth Sand. Three of the five wells drilled in Kentucky were located in the Company's South Key Rock Prospect. Alamco believes that it made a significant discovery in the Big Lime formation with the first exploratory well drilled on the prospect, which was followed by two development wells. The three wells in aggregate have increased the Company's 1996 equivalent gas production levels over 10 percent from 1995 average levels. The remaining two wells drilled in Kentucky on the Douglas and Hoffman Prospects, both exploratory, resulted in dry holes. The expenditures associated with these two unsuccessful exploratory wells are reflected in Alamco's 1995 statement of income as exploration expense. All four of the wells drilled in Tennessee were drilled on the Company's Carden Prospect. One of these wells produces oil from the Big Lime formation while the remaining three continue to be evaluated for the feasibility of commercial development of the Chattanooga Shale on the prospect. The 14.0 net productive wells drilled in 1995 are a decrease from the 38.0 and 26.0 net wells drilled in 1994 and 1993, respectively. A number of additional prospects have been identified on Company-held acreage in the South Burns Chapel Field in West Virginia, in both the Days Chapel Field and the Carden Prospect in Tennessee, and in the Key Rock Prospect in Kentucky. (See "Future Activities"). DRILLING SUMMARY Gross Wells Net Wells Pro- Dry Total Pro- Dry Total ductive ductive 1995 14 2 16 14.0 1.5 15.5 1994 38 9 47 38.0 8.7 46.7 1993 28 3 31 26.0 3.0 29.0 RECOMPLETION ACTIVITIES Alamco invested $314,000, or 4 percent of its gas and oil exploration and development expenditures, in five recompletion projects during 1995 as compared to $266,000 and $119,000 in 1994 and 1993, respectively. One recompletion attempt was successful. Four of the recompletion attempts were located in Kentucky and one in West Virginia. The Company believes its inventory of wells contains a significant number of recompletion candidates. RECOMPLETION SUMMARY Gross Wells Net Wells Pro- Dry Total Pro- Dry Total ductive ductive 1995 1 4 5 1.0 4.0 5.0 1994 2 3 5 2.0 3.0 5.0 1993 - 2 2 - 2.0 2.0 ACQUISITION ACTIVITIES In 1995, Alamco invested $1,384,000, or 18 percent, of its gas and oil development expenditures, in the acquisition of 77.1 net wells. The acquisition activities added 5.5 EBCF to the Company's reserves. The program involved the acquisition of outside investors' interests in wells operated by Alamco. NET WELLS ACQUIRED Third Party Outside Investors' Interest in Operated Wells Alamco Operated Wells Total 1995 -- 77.1 77.1 1994 71.0 101.6 172.6 1993 -- 24.9 24.9 INFRASTRUCTURE DEVELOPMENT To move the South Key Rock gas to market, the Company installed its first pipeline from Southern Kentucky into Tennessee to interconnect with a local gas utility's distribution system. Alamco invested $190,000, or 3 percent, of its gas and oil development expenditures, to complete this pipeline. GAS AND OIL PRODUCTION AND SALES In 1995, gas sales accounted for 89 percent of Alamco's total gas and oil sales. The average 1995 sales price received by the Company was $1.92 per MMBtu ($2.10 per MCF) for gas and $15.90 per barrel for oil. Gas prices were lower in 1995 than in recent years and financial results were adversely affected by these prices. The following table sets forth the Company's sales volumes and other information for each of the years ended December 31, 1995, 1994 and 1993. PRODUCTION AND SALES STATISTICS Year Ended December 31, 1995 1994 1993 Net Production: Gas (MCF) 5,363,664 4,404,187 3,197,056 Oil (BBL) 87,573 67,749 37,409 Equivalent (MCF)(a) 5,889,102 4,810,681 3,421,510 Average Production Per Day: Gas (MCF) 14,695 12,066 8,759 Oil (BBL) 240 186 102 Equivalent (MCF)(a) 16,135 13,180 9,374 Average Sales Price: Per MCF of Gas $2.10 $2.50 $2.79 Per BBL of Oil $15.90 $14.52 $16.01 Average Cost of Production: Per MCF of Gas $0.62 $0.60 $0.60 Per BBL of Oil $4.31 $3.67 $4.30 Average Cost of Production Per Dollar of Sales: Gas $0.30 $0.24 $0.21 Oil $0.27 $0.25 $0.27 (a) Oil production is converted to gas equivalents at a rate of 6 MCF per barrel. WELL TENDING SERVICES In the aggregate, as of December 31, 1995, Alamco owns approximately 86 percent of all Company operated wells, with the remaining 14 percent being held by outside investors. The Company charges a monthly fee for well operation services and each outside investor pays a proportional share based on his ownership percentage. For most of 1995, the monthly fees were $337 per well for gas wells and $409 per well for oil wells compared to monthly charges in 1994 of $323 per well for most gas wells and $392 per well for most oil wells. In 1995, about 151 wells were not subject to the monthly operating fee due to temporary abandonments. The well tending income which the Company generates from these fees accounted for approximately 4.7 percent, 9.0 percent, and 18.3 percent of the Company's revenues in 1995, 1994 and 1993, respectively. Well tending income has decreased and is expected to continue to decrease as Alamco purchases the interests of outside investors in Company operated wells. Effective March 1, 1994, Alamco exchanged its interests in approximately 141 gross wells for outside investors' interests in approximately 237 gross wells located in West Virginia. Well tending income was substantially reduced because this like-kind exchange reduced the number of wells that the Company operates for outside investors. Alamco believes, however, that this reduction in well tending income will be offset over time by the effect of higher gas and oil revenues attributable to the Company's greater ownership interest in the wells. BRINE HAULING AND DISPOSAL SERVICES HAWG, a wholly-owned subsidiary, is a commercial brine hauling and disposal service company originally formed to provide service for Company- operated wells. The service entails, for a fee, the transportation of brine to a central processing facility and injection of the brine into disposal wells. The subsidiary now accepts brine, which is produced naturally with gas and oil, from wells operated by the Company as well as from other operators in West Virginia. HAWG currently operates two commercial disposal wells and facilities in West Virginia and has preliminary plans to convert another in 1996. Alamco invested $228,000 in converting one well and enhancing another in 1995. In 1995, HAWG provided 0.5 percent of Alamco's total revenues. GAS MARKETING As a response to the changing gas marketing environment, in October of 1993 the Company formed PAV with Phoenix, a gas marketing company. PAV provides gas marketing services to Alamco and other interest owners in certain Alamco operated wells. PAV has the exclusive right to market approximately 55 percent of Alamco's West Virginia gas supply. PAV seeks diversification for Alamco's gas sales to other marketing entities, local distribution companies and industrial users with a combination of short-term deals (less than a month), mid-term deals (one month to one year) and long-term deals (one year or more). In 1995 and 1994, PAV provided 0.5 and 1.0 percent, respectively, of the Company's total revenues. While Alamco's share of the profits from PAV have not been significant, the prices received for gas sales marketed through PAV have been on average above that which the Company would likely have otherwise received. FUTURE ACTIVITIES In the future, Alamco intends to use internally generated cash flows and amounts available under the Company's $30.0 million revolving bank credit facility to fund the exploration and development of its gas and oil reserves and property acquisitions. As of March 12, 1996, $14.6 million was available for borrowing under this credit facility. Alamco's 1996 capital investment program will ultimately depend upon the market and prices received for natural gas, the success of its exploration and development prospects, and the ability of the Company to capitalize on acquisition opportunities that may arise during the year. Drilling activity will be expanded in 1996 to an estimated 30 wells. Approximately 27 wells will be drilled as development wells at South Burns Chapel in West Virginia and at the Company's recent discoveries at the South Key Rock Prospect in Kentucky and its Carden prospect in Tennessee. Up to three exploratory wells are anticipated at prospects in Kentucky and Tennessee. Alamco plans to install a 17 mile pipeline system that will connect most of its Kentucky and Tennessee wells and transport the gas to a local gas utility, which is expected to result in higher sales prices. Alamco will continue with its aggressive acreage acquisition strategy in order increase its exposure to attractive exploratory and development drilling. Alamco remains committed to the acquisition of producing properties at favorable prices. MARKETS AND CUSTOMERS General. Alamco operates exclusively in the gas and oil industry. Sales through PAV and to Hope Gas, Inc. ("Hope") accounted for a substantial portion of the Company's total 1995 gas and oil sales. Alamco sold 44.2 percent of its gas and oil sales through PAV to various marketers, local distribution companies and commercial users. Additionally, sales to Hope accounted for approximately 28.9 percent of the Company's total 1995 gas and oil sales. West Virginia Production. Alamco's West Virginia production in 1995 was approximately 92 percent of total Company gas and oil sales. PAV. In 1993, Alamco entered into a three year gas marketing agreement with PAV for all gas transported on the CNG Transmission Corporation ("CNG") pipeline system and all gas on the Columbia Gas Transmission Corporation ("Columbia") pipeline system, which will expire on November 1, 1996. Volumes sold in 1995 through PAV on the CNG and the Columbia systems totalled approximately 2.7 BCF. The average price received from sales to PAV was $1.81 per MMBTU ($2.06 per MCF) in 1995. The Company is currently discussing a possible extension of the agreement. Hope. Hope purchases all of the Company's production from the South Burns Chapel Field under two separate gas purchase agreements, with terms continuing through October 31, 1999. Both agreements were renegotiated effective November 1, 1995, and have price reopeners on October 31, 1998. Total volumes sold to Hope in 1995 were approximately 1.7 BCF at an average price of $2.18 per MMBtu ($2.18 per MCF). While the loss of this customer could have a material adverse effect on the Company, management believes alternative customers could be located. Approximately 60 percent of the Company's production at South Burns Chapel is sold at a fixed price, modified from the prior agreement under which prices were based on an Appalachian index price. The remaining 40 percent of the South Burns Chapel Field gas is sold at prices tied to a monthly Appalachian index. Other. Effective March 1, 1995, Alamco permitted CNG to recommence recoupment of gas from its Tallmansville, West Virginia Field as a result of a $3,800,000 prepayment made in 1989 for 1,565,000 MMBTU of gas. This volumetric obligation was fulfilled in December 1995. Since this recoupment was fulfilled, the Company will sell the remaining gas from the Tallmansville Field to PAV. Alamco sells its other West Virginia gas production to various purchasers that are not significant to the Company's revenue base. Tennessee Production. Alamco's Tennessee production in 1995 was approximately 4 percent of total Company gas and oil sales. The Company is currently selling the gas production from its Tennessee operations at the Days Chapel Field to Equitable Resources Marketing Company. This is a month-to-month contract with market-sensitive pricing tied to Gulf Coast prices, less transportation and compression charges. For 1995, the net-back price (reduced for transportation) on volumes of approximately 291,000 MCF averaged $1.18 per MMBTU ($1.40 per MCF). The Company believes that this price can be improved with the installation of a new pipeline in this area. (See "Infrastructure Development"). Kentucky Production. Alamco's Kentucky production in 1995 was approximately 4 percent of total Company gas and oil sales. All of Alamco's production from its Kentucky operations is sold on the spot market or under term contracts providing for fixed or market-sensitive prices. Approximately 29 percent of the Company's Kentucky production is sold to one buyer under a contract which dedicates the gas for the life of the wells, but which still involves market-sensitive pricing. Company sales of Kentucky production totalled 252,000 MCF and averaged $1.55 per MMBTU ($1.77 per MCF) in 1995. Alamco installed a new pipeline in Kentucky in 1995 which is expected to improve gas prices. Principal Transporters. Most of Alamco's gas is transported though the CNG, Hope, Columbia, Texas Eastern and Wiser Oil Company pipeline systems which give Alamco access to major Northeastern markets. With the exception of the Kentucky production, each of the Company's major gas production areas and leases is in close proximity to at least one of those pipelines. A relatively minor amount of the Company's gas is transported on other pipeline systems. Oil Sales. Alamco's oil production is sold to various purchasers under agreements at posted field prices. These sales, which accounted for 11 percent of the Company's total gas and oil sales, averaged $15.90 per BBL in 1995. Marketing Risks. During the last several years, the gas industry has been adversely affected by a surplus, which has tended to depress prices and has created difficulty in estimating future prices. The Company is unable to predict with certainty the future stability or direction of natural gas prices. The availability of a ready market for Alamco's gas and oil depends on numerous factors beyond its control, including, among other factors, the demand for and supply of gas and oil; the weather; the proximity of the Company's natural gas reserves to pipelines; the capacity of such pipelines; the cooperation of pipeline owners; general economic conditions; fluctuations in seasonal demand and the effects of inclement weather and governmental regulation. In addition, under certain gas purchase arrangements the Company is subject to the risk of periodic reduced purchases or access to pipelines. Any significant reduction or curtailment of production for an extended period of time could have a material adverse effect on Alamco's results of operations. COMPETITION Alamco operates in a highly competitive environment. Competition is particularly intense with regard to the acquisition of producing properties and, to a lesser extent, undeveloped acreage. Integrated and independent gas and oil companies, partnerships and drilling programs, each with financial and human resources substantially in excess of those available to the Company, compete with Alamco, actively bidding for desirable gas and oil properties. The ability of the Company to add to its reserves in the future will be dependent on its ability to exploit its current lease holdings and its ability to select and acquire suitable producing properties and prospects for future exploration and development. Similarly, there is intense competition not only from other gas production entities, but also from other marketing firms, which have the capabilities to seek out and serve various customers. Although the Company has historically enjoyed a price premium over Gulf Coast gas production (as do others in the Appalachian Basin) due to the proximity of its production to major Northeast markets, deregulation of the industry and the advent of open access transportation on interstate pipelines have until recently caused an erosion of this premium. Colder than normal weather this winter (1995-1996) has caused the price premium for Appalachian gas to increase substantially. There can be no assurance, however, that this price premium will continue. REGULATION General. The gas and oil industry is extensively regulated by federal, state and local authorities, with legislation affecting the industry under constant review for changes and/or expansion, particularly with regard to environmental issues. Numerous agencies, both federal and state, have issued rules and regulations, some of which carry substantial penalties for failure to comply, binding on the industry and its members. To date, these mandates have had no material effect on the Company's capital expenditures, earnings or competitive position. Inasmuch as new legislation affecting the gas and oil industry is commonplace and existing laws and regulations are frequently amended or reinterpreted, Alamco is unable to predict the future cost or impact of complying with such laws and regulations. Environmental. The Company's operations are subject to various federal and state statutes, rules and regulations regarding the control of discharging materials into, or otherwise protecting, the environment. These requirements relate to drilling and production operations, activities in connection with storage and transportation of gas and oil and facilities used for treating, processing, injecting and handling the wastes therefrom. Additionally, in the case of spills or other impermissible discharges of certain materials into the environment, there are provisions for record keeping, notification and reporting, as well as severe civil and criminal penalties for violations, and potential liability for the costs of cleanup and any resultant damages. Further, the possibility exists that certain gas and oil wastes may be classified as hazardous or semi-hazardous, which could impose substantial obligations on the Company. Alamco does not believe that its compliance with current environmental laws constitutes a material expense. The Company has retained the services of an independent environmental engineering firm to assist with compliance matters on an as-needed basis. (See Part I, Item 3. Legal Proceedings.) Federal Regulation. As a result of the Wellhead Decontrol Act of 1989, all price controls for various classifications of gas were terminated as of January 1, 1993. This has had no impact on Alamco's gas sales since its reserves were either previously deregulated or sold under contracts with alternate pricing. FERC Order 636, issued in 1992, generally required the unbundling or separating of various components of pipelines services, i.e., gathering, transportation, storage and sales. Thus far, it appears to have resulted in increased competition in the marketing of natural gas and could cause increased costs for services the Company uses and decreased costs for services utilized by producers in the Gulf Coast and Southwest regions. Occupational and Safety Regulations. Alamco is subject to the requirements of the Occupational Safety and Health Act ("OSHA"), as well as other state and local labor rules and regulations. The cost of compliance with health and safety requirements has had no material impact on Alamco's aggregate production expenses to date. Nevertheless, the Company is unable to predict the cost of continued compliance. State Regulation. State regulatory authorities have established laws, rules and regulations requiring, among other matters, permits for drilling and recompletion operations, drilling and operating bonds or bank letters of credit, and reports concerning operations. Further, there are statutes and regulations governing the unitization or pooling of oil and gas leases, the spacing of wells and plugging requirements for abandoned wells. To date, these requirements have had no material effect on the Company's operations and the cost of compliance has been minimal. Future regulations could, however, increase the cost of the Company's production operations. Brine Hauling and Disposal Services. In order to comply in an economical manner with regulations governing the disposal of salt water, Alamco began operating its own salt water disposal well in 1992 to dispose of water from its own wells. In 1993, the Company formed a new subsidiary, HAWG, which is responsible for the transportation and disposal of the water. Since then, HAWG has begun operating a second commercial disposal well with permits pending for additional wells in West Virginia. HAWG has been expanding its marketing efforts in order to add customers to dispose of other producers' water. Currently, however, revenues which Alamco receives from HAWG are immaterial. OPERATIONAL HAZARDS AND INSURANCE Alamco's operations are subject to the usual hazards incident to the exploration for and production of gas and oil, such as blowouts, cratering, abnormally pressured formations, explosions, uncontrollable flows of oil, gas or well fluids into the environment, fires, pollution and other environmental hazards and risks. These hazards could result in substantial losses to the Company due to personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage or suspension of operations. Expenditures made in 1995 due to environmental claims which were unreimbursed by insurance carriers were immaterial. While Alamco maintains levels of insurance which it believes to be customary in the industry, the Company's insurance does not cover every potential risk associated with the drilling and production of gas and oil wells. The occurrence of a significant adverse event, the risks of which are not fully covered by insurance, could have a material adverse effect on the Company's financial condition and results of operations. Moreover, no assurance can be given that Alamco will be able to maintain adequate insurance in the future at rates it considers reasonable. Item 2. Properties. Alamco's properties consist essentially of the working and royalty interests owned by the Company in various gas and oil leases which are located in West Virginia, Tennessee and Kentucky. Alamco's proved reserves for the years ended December 31, 1995, 1994 and 1993 are presented below: Year Ended December 31, 1995 1994 1993 Natural Gas (MMCF) Developed 97,169 85,654 56,559 Undeveloped 30,124 33,971 26,059 Total Proved 127,293 119,625 82,618 Crude Oil (MBBL) Developed 1,405 1,164 605 Undeveloped 231 235 292 Total Proved 1,636 1,399 897 These estimates are based primarily on the reports of independent petroleum and geological engineers. Such reports are, by their very nature, inexact and subject to changes and revisions. Proved developed reserves are reserves expected to be recovered from existing wells with existing equipment and operating methods. Proved undeveloped reserves are expected to be recovered from new wells drilled to known reservoirs on undrilled acreage for which the existence and recoverability of such reserves can be estimated with reasonable certainty, or from existing wells where a relatively major expenditure is required to establish production. No estimates of reserves have been included in reports to any federal agency other than the Securities and Exchange Commission and the Department of Energy (Note 14). WELL COUNT Alamco obtained gas and oil sales revenues from 1,005 wells as of December 31, 1995. The Company is the operator of an additional 151 wells that are currently temporarily abandoned. The majority of Alamco's producing wells, located in northern and central West Virginia, are shallow wells drilled to a depth of up to 6,000 feet and are characterized by long producing lives with low volume production from low permeability reservoirs with a thickness ranging from 10 to 40 feet. A typical shallow well will encounter commercial gas production from between 4 and 10 separate and distinct production horizons. Approximately 936 of the Company's wells produce from one or more of these "blanket" formations that cover large areas of northern and central West Virginia. Due to mechanical and technical constraints, it is usually possible to produce only up to three to five of these formations simultaneously, and, consequently, it is necessary either to drill a twin well or recomplete the original well at a later date in order to obtain production from the remaining formations. A significant production horizon below 6,000 feet in Alamco's West Virginia operations is the Oriskany/Huntersville Chert formation. Deeper wells in this formation exhibit higher pressure and productivity than wells in the shallow West Virginia formations and reservoirs have thicknesses of up to 125 feet. Alamco's Tennessee production is from the Big Lime formation, an oil reservoir that also produces casinghead gas. Big Lime wells are typically characterized by low production volumes (5 to 35 barrels of production per day) from low pressure and low permeability reservoirs varying in thickness from 10 to 40 feet. The Tennessee exploratory drilling program found production in the Chattanooga Shale and the Company is still evaluating the long-term commerciality of the shale. In Kentucky, Alamco's production is from numerous zones, including the Big Lime, Coniferous, Maxton and Knox formations. These oil and gas reservoirs, like many other Appalachian formations, are characterized by low productive volumes with long producing lives. WELLS AT DECEMBER 31, 1995 Gross Wells Net Wells Gas Oil Total Gas Oil Total West Virginia 946 59 1,005 806.6 55.1 861.7 Tennessee 8 69 77 6.8 59.1 65.9 Kentucky 51 23 74 47.2 21.8 69.0 Total 1,005 151 1,156 860.6 136.0 996.6 Note: Many of Alamco's wells produce both gas and oil. For purposes of computing the above data, the gas well versus oil well designations were made on the basis of the type of artificial lift installed on the well. PROSPECTS Alamco's producing wells hold approximately 126,000 gross acres under lease which the Company believes includes a substantial number of promising development prospects. The prospects include continued development of the South Key Rock Prospect in Kentucky, the Carden Chattanooga Shale Prospect in Tennessee and the South Burns Chapel Field in West Virginia. Also, at December 31, 1995, Alamco held leases which have not yet been explored for the existence of gas and oil reservoirs. The Company may drill wells on the acreage to determine the existence of productive reservoirs, sell the leases to another gas and oil operator or abandon the acreage upon the expiration of the lease term. LEASE POSITION AT DECEMBER 31, 1995 Developed Acreage Undeveloped Acreage Gross Net Gross Net Acres Acres Acres Acres West Virginia 77,908 65,776 16,748 15,239 Tennessee 6,156 6,156 9,264 9,264 Kentucky 42,059 42,059 35,451 35,451 Total 126,123 113,991 61,463 59,954 TITLE TO PROPERTIES Substantially all of Alamco's property interests are held pursuant to leases from third parties. Title to properties is subject to royalty, overriding royalty, carried, net profits, working and other similar interests and contractual arrangements customary in the gas and oil industry, liens incident to operating agreements, liens relating to amounts owed to the operator, liens for current taxes not yet due and other encumbrances. The Company believes that such burdens neither materially detract from the value of such properties nor from the respective interests therein, or materially interfere with its use in the operation of the business. As is customary in the industry, little investigation of record title is made at the time of lease acquisition (other than a preliminary review of local records) in regard to undeveloped properties. Investigations, including a title opinion of local counsel, are generally made prior to the consummation of an acquisition of larger producing properties and before commencement of drilling operations. OTHER PROPERTY In addition to gas and oil properties, Alamco's property and equipment includes field warehouses, service (workover) rigs and support vehicles. All of the Company's assets collateralize its indebtedness under its revolving bank credit facility. See Note 6 to the Company's Notes to Consolidated Financial Statements. The Company's executive offices, approximately 20,000 square feet, were purchased on January 5, and February 7, 1996 for $561,000 using funds borrowed from the Bank One credit facility. Prior to the purchase, Alamco leased the same executive offices. Item 3. Legal Proceedings. Alamco is not at this date a party to any pending legal proceeding, other than ordinary, routine litigation incidental to the business of the Company and its subsidiaries, none of which is material. See Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 4 for information related to amounts received by the Company from Columbia arising out of the settlement of various gas purchase claims. On May 23, 1994, the United States Environmental Protection Agency (the "EPA") issued an administrative complaint against the Company for alleged violations of the Clean Water Act resulting from an oil discharge at Alamco's Days Chapel Field in Claiborne County, Tennessee. The incident occurred in December 1993 when vandals severed locks securing the valves on the Company's oil storage tanks and discharged approximately 174 barrels of oil into a local creek. The EPA initially proposed that penalties of nearly $124,000 be assessed against the Company. However, the Company contends that the asserted penalties exceed the statutorily authorized limits. Settlement negotiations are ongoing and Alamco believes that, due to meritorious defenses, any final penalties will be substantially less than those proposed although no assurances can be given as to the exact amount of any final penalties. Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of Alamco's stockholders during the quarter ended December 31, 1995. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company are as follows: Name Age Position John L. Schwager 47 President, Chief Executive Officer and Director Executive Vice President, Chief Operating Officer Richard R. Hoffman 45 and Director Bridget D. Furbee 36 Vice President of Administration and Legal Affairs No family relationship exists among any of the Company's executive officers or directors. John L. Schwager has been President and Chief Executive Officer of Alamco since October 1987. Mr. Schwager was elected a director in 1986. Richard R. Hoffman became Alamco's Executive Vice President and Chief Operating Officer on December 13, 1990. Mr. Hoffman was elected a director in 1988. Bridget D. Furbee has been Vice President, Administration and Legal Affairs of Alamco since May 1994. Ms. Furbee served as Manager, Gas Marketing and Legal Affairs from August 1992 through April 1994, and Gas Marketing/Office Administration Manager from January 1985 through July 1992. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters. Alamco's Common Stock is listed on the American Stock Exchange under the trading symbol "AXO". The following table sets forth for the periods indicated the high and low sales price of the Common Stock for each quarter in 1995 and 1994. 1995 1994 Quarter High Low High Low First 6-3/8 5-5/8 7-1/2 6-3/8 Second 8-3/4 6 7-3/4 6-1/8 Third 8-15/16 7-1/2 7-3/8 6-1/4 Fourth 8-1/2 7-5/8 6-3/4 5-1/2 As of March 1, 1996, there were approximately 1,349 holders of the Company's voting Common Stock. Since its incorporation in 1981, Alamco has not declared or paid any dividends with respect to the Company's Common Stock. Alamco presently intends to retain its funds for operations and expansion of its business and does not expect to pay any cash dividends in the foreseeable future. While the Company is not currently prohibited in its credit agreement with Bank One from paying cash dividends, certain financial covenants may, however, restrict such payments in the future. Subject to the terms of the credit agreement, the declaration and payment by Alamco of any dividends on its Common Stock in the future and the amount thereof will, nevertheless, depend upon the Company's operating results, financial condition, cash requirements, future prospects, and other factors deemed relevant by the Company's Board of Directors. Item 6. Selected Financial Data The information below should be read in conjunction with the Consolidated Financial Statements and the related notes in Item 8 and in Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations. Year Ended December 31, ------------------------------------------------ 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- STATEMENT OF INCOME DATA: Revenues (a) $18,539 $13,671 $11,900 $11,350 $9,653 Income (loss) from operations 2,580 1,625 2,074 1,181 (180) Income before extraordinary items and change in DD&A accounting principle 1,695 1,646 1,552 939 288 Extraordinary items (b) -- -- -- -- 404 Change in DD&A accounting principle (c) -- -- -- 1,058 -- ------- ------- ------- ------- ------ Net income 1,695 1,646 1,552 1,997 692 ------- ------- ------- ------- ------ Cash dividends -- -- -- -- -- BALANCE SHEET DATA: Total assets $59,762 $56,058 $43,261 $40,237 $37,213 Working capital 827 835 1,321 2,475 2,214 Total long-term debt (d) 13,707 12,995 1,003 9,561 10,306 Stockholders' equity (d) 30,343 28,475 26,743 15,222 13,152 Year Ended December 31, ------------------------------------------------ 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- PER SHARE DATA: Income (loss) from operations: $.55 $.35 $ .60 $ .46 ($.07) Income before extraordinary items and change in DD&A accounting principle .55 .35 .45 .37 .11 Extraordinary items (b) -- -- -- -- .16 Change in DD&A accounting principle (c) -- -- -- .41 -- ----- ----- ----- ----- ----- Net income $.36 $.35 $ .45 $ .78 $ .27 ----- ----- ----- ----- ----- FINANCIAL RATIO DATA: Book value per share (c) and (d) $6.46 $6.12 $5.77 $5.94 $5.18 Total debt to stockholders' equity (d) .4 .5 -- .6 .8 Current ratio 1.1 1.2 1.2 1.5 1.5 SELECTED PRODUCTION DATA: First Second Third Fourth 1995 Quarter Quarter Quarter Quarter ---- ------- ------- ------- ------- Production volumes Gas (MMCF) 1,392 1,354 1,254 1,488 Oil (MBBL) 21 22 17 28 Average Product Price Gas ($/MCF) $2.11 $1.99 $1.92 $2.33 Oil ($/BBL) $16.05 $16.50 $15.20 $15.74 1994 ---- Production volumes Gas (MMCF) 917 1,001 1,230 1,255 Oil (MBBL) 9 17 19 23 Average Product Price Gas ($/MCF) $2.94 $2.60 $2.30 $2.30 Oil ($/BBL) $12.30 $14.68 $16.02 $14.08 Notes to Selected Financial Data: (a) Revenues in 1995 include proceeds from the Columbia settlement in the amount of $4,164,000. During 1994, Alamco acquired a total of 172.6 net producing wells from various third parties. In October 1991, Alamco acquired working and royalty interests in 88 wells from Phillips Petroleum. (b) Alamco recorded an extraordinary gain of $404,000 after considering certain expenses and income tax benefits associated with the extinguishment of debt in 1991. (c) During 1992, Alamco changed its method of computing unit-of-production depreciation from a well-by-well basis to a depositional group basis. (d) In 1993, Alamco consummated a public offering in which 2,071,404 new shares of Common Stock were issued. The Company used the proceeds from the stock offering in 1993 to repay the then outstanding balance on its revolving credit facility with Bank One. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management's discussion and analysis of changes in the Company's financial condition, including liquidity and capital resources, and results of operations during the twelve-month periods ended December 31, 1995, 1994 and 1993 are presented below. RESULTS OF OPERATIONS Year Ended December 31, 1995 vs. Year Ended December 31, 1994 - -------------------------------- Alamco reported net income of $1,695,000 for the year ended December 31, 1995, an increase of $49,000, or 3.0 percent as compared to net income of $1,646,000 in 1994. Income from operations for 1995 increased $955,000, or 58.8 percent, to $2,580,000 as compared to $1,625,000 for 1994. Total revenues of $18,539,000 in 1995 were $4,868,000 or 35.6 percent higher than total revenues of $13,671,000 in 1994. Gas and oil sales totalled $12,636,000 in 1995, a $643,000, or 8.1 percent, increase over the same period last year. Higher gas and oil sales volumes, resulting principally from the acquisition of producing properties and the drilling of new wells, contributed $2,398,000 and $288,000, respectively, and higher oil prices contributed $120,000 to the increase but were offset by lower gas prices of $2,164,000. Gas and oil sales volumes totalled 5,889,102 equivalent thousand cubic feet ("EMCF") and 4,810,681 EMCF for the years ending December 31, 1995 and 1994, respectively. Alamco received on average $2.10 per MCF and $15.90 per barrel ("BBL") in 1995, compared to $2.50 per MCF and $14.52 per BBL last year. In July 1995, Hope informed the Company of a two week shut-in of production volumes for system maintenance. In October 1994, Hope requested temporary reductions in production volumes for approximately four weeks due to oversupply of gas. The Company estimates revenues were adversely affected $237,000 and $250,000 in 1995 and 1994, respectively, due to these reductions in volumes. Alamco reported revenues of $4,164,000 in December 1995 from the settlement of claims with Columbia Gas Transmission Corporation ("Columbia"). (Note 4). Well tending income decreased $289,000, or 23.4 percent, due principally to the reduction in the number of wells the Company operates for outside investors. Effective March 1, 1994, Alamco exchanged its interests in approximately 141 gross wells for outside investors' interests in approximately 237 gross wells. In addition, on August 1, 1994, but effective January 1, 1994, Alamco acquired an outside owners' approximately 80 percent interest in 114 gross wells. The Company believes the reduction in well tending income, as a result of these transactions, will be offset over time by the effect of higher gas and oil revenues attributable to Alamco's greater ownership interest in the wells (Note 2). Other operating revenue increased $350,000 due primarily to the recognition of income related to the transaction in which Alamco formed a partnership with an East Coast financial institution (Note 3). The partnership is structured so that the financial institution will be allocated IRC Section 29 tax credits as a result of production from properties contributed by the Company to the partnership. The financial institution initially paid Alamco $1.0 million, less $100,000 for certain expenses incurred by the financial institution. Alamco recognizes income from this transaction as the tax credits are generated. Total expenses in 1995 were $15,959,000, an increase of $3,913,000, or 32.5 percent, from expenses of $12,046,000 in 1994. Operating expenses were higher by $1,252,000, or 22.9 percent, due primarily to the acquisitions made, new wells drilled during 1995, higher production related taxes and the write-off of certain land expenses related primarily to the Company's unsuccessful effort to acquire the oil and gas minerals underlying the Coopers Rock State Forest in Monongalia County, West Virginia. Alamco reported exploration expense of $641,000 in 1995 resulting from the abandonment of the Douglas Prospect and a portion of the Hoffman Prospect in Kentucky after drilling two unsuccessful exploratory wells. Alamco did not drill any exploratory wells in 1994. General and administrative expenses for 1995 were higher by $238,000, or 8.2 percent, as compared to last year due to, among other things, higher employee-related costs. Depreciation, depletion and amortization expense was higher by $748,000 due to, among other things, higher depletion expenses related to the increased gas and oil investments and higher production levels. Higher depreciation expenses associated with fixed assets also contributed to the increase. Interest expense for 1995 was $1,188,000, an increase of $1,034,000 over the same period last year due primarily to the increased utilization of the Company's revolving credit facility. During 1995, interest incurred by the Company totalled $1,360,000, of which $172,000 was capitalized. In 1994 interest incurred was $471,000 of which $317,000 was capitalized. Non-operating income in 1995 totalled $192,000, an increase of $37,000, as compared to $155,000 for 1994, due principally to higher interest income in 1995. Alamco's provision for income tax totalled $1,077,000 in 1995 as compared to an income tax provision of $134,000 last year. The 1995 provision is made up of the provision resulting from the Columbia settlement revenue of $1,627,000 and a tax benefit of $550,000 resulting from the current year loss from operations, excluding Columbia. Year Ended December 31, 1994 vs. Year Ended December 31, 1993 - -------------------------------- Alamco reported net income of $1,646,000 for the year ended December 31, 1994, an increase of $94,000, or 6.1 percent, as compared to net income of $1,552,000 in 1993. Income from operations for 1994 decreased $449,000, or 21.6 percent, to $1,625,000 as compared to $2,074,000 for 1993. Total revenues of $13,671,000 in 1994 were $1,771,000, or 14.9 percent, higher than total revenues of $11,900,000 in 1993. Gas and oil sales totalled $11,993,000 in 1994 which represents a $2,489,000 increase over the same period last year. Higher gas and oil sales volumes, resulting principally from the acquisition of producing properties and the drilling of new wells, contributed $3,362,000 and $486,000, respectively, to the increase and were offset by lower gas prices of $1,258,000 and lower oil prices of $101,000. Gas and oil sales volumes totalled 4,810,681 EMCF and 3,421,510 EMCF for the years ending December 31, 1994 and 1993, respectively. Alamco received on average $2.50 per MCF and $14.52 per BBL in 1994, compared to $2.79 per MCF and $16.01 per BBL last year. In early September 1994, Hope informed the Company and other local suppliers that its gas supply exceeded its sales market requirements, which could create an imbalance with CNG, its pipeline transporter, and requested a temporary reduction of production volumes for an unstated period of time. The Company agreed to temporarily reduce its production by approximately 50 percent beginning September 12, 1994. Beginning October 21, 1994, all of the affected wells produced at unrestricted levels. The Company estimates revenues were adversely affected by $250,000 due to this reduction in volumes. Well tending income decreased $940,000, or 43.3 percent, due principally to the reduction in the number of wells the Company operates for outside investors. Effective March 1, 1994, Alamco exchanged its interests in approximately 141 gross wells for outside investors' interests in approximately 237 gross wells. In addition, on August 1, 1994, but effective January 1, 1994, Alamco acquired an outside owners' approximately 80 percent interest in 114 gross wells. The Company believes the reduction in well tending income, as a result of these transactions, will be offset over time by the effect of higher gas and oil revenues attributable to Alamco's greater ownership interest in the wells (Note 2). Other operating revenue increased $222,000 due primarily to the recognition of income related to the transaction in which Alamco formed a partnership with an East Coast financial institution (Note 3). The partnership is structured so that the financial institution will be allocated IRC Section 29 tax credits as a result of production from properties contributed by the Company to the partnership. The financial institution initially paid Alamco $1.0 million, less $100,000 for certain expenses incurred by the financial institution. Alamco recognizes income from this transaction as the tax credits are generated. Total expenses in 1994 were $12,046,000, an increase of $2,220,000, or 22.6 percent, from expenses of $9,826,000 in 1993. Operating expenses were higher by $1,199,000, or 28.1 percent, due primarily to the significant property acquisitions made and new wells drilled during 1994 and higher employee-related expenses due principally to the expansion of the Company's drilling operations in 1994. Staff levels have increased in those departments that identify and acquire drilling prospects as well as the engineering staff which oversees the drilling of the wells. General and administrative expenses for 1994 were higher by $535,000, or 22.5 percent, as compared to last year due to, among other things, higher business franchise taxes due to the increase in Alamco's equity as a result of the 1993 stock offering. In addition, higher employee-related costs as well as expenses associated with the Company's Stockholders' Rights Plan contributed to the increase. Also, amounts paid under its bank credit facility were higher due to increased commitment fees and other fees which are based upon the unused portion of the Company's credit facility. Depreciation, depletion and amortization expense was higher by $717,000 due to, among other things, higher depletion expenses related to the increased gas and oil investments and higher production levels. Higher depreciation expenses associated with fixed assets also contributed to the increase. Interest expense for 1994 was $154,000, a decrease of $231,000 from the same period last year due primarily to capitalization of interest expense related to drilling activities. During 1994, interest incurred by the Company totalled $471,000 of which $317,000 was capitalized. Non-operating income in 1994 totalled $155,000, a decrease of $166,000, as compared to $321,000 for 1993 due principally to the absence in 1994 of certain asset sales and franchise tax adjustments. Alamco's provision for income tax totalled $134,000 in 1994 as compared to $843,000 last year. The reduction of $709,000 is due to, among other things, a change in the effective state tax rate to reflect new business activities in states with lower tax rates and recently implemented tax planning activities, an increase in the deductions associated with percentage depletion and lower income from operations. LIQUIDITY AND CAPITAL RESOURCES Working Capital. At December 31, 1995, Alamco had working capital of $827,000, as compared to $835,000 at December 31, 1994. Because the Bank One credit facility agreement, as amended, calls for the payment of interest only until July 1, 1998, current liabilities on the Company's December 31, 1995 balance sheet do not include any principal payments relative to the Bank One credit facility. Cash and cash equivalents totalled $3,297,000 at December 31, 1995. Of this amount, approximately $694,000 was available for general corporate purposes and the balance was held for third parties (Note 7). Operating activities provided a net $8,359,000 while investing activities used a net $7,625,000. Financing activities used a net $69,000. Revolving Credit Facility. Currently, Alamco has in place a $30.0 million revolving credit facility with Bank One (Note 6). As of March 12, 1996, $14.6 million was available for borrowing under the credit facility. The Company is required to pay interest only until July 1, 1998, at which time all principal and accrued interest are due and payable. Interest accrues and is paid monthly at a rate of Bank One's prime rate plus one-fourth of one percent. Alamco is not prohibited from paying dividends to its stockholders under the Bank One credit agreement; however, certain other financial covenants, such as debt coverage and equity covenants, may restrict the payment of cash dividends. The Company presently intends to retain its funds for operations and expansion of its business and does not expect to pay any cash dividends in the foreseeable future. Capital Expenditures and Commitments. Alamco's 1995 capital investments totalled $7,931,000, including $6,769,000 for the acquisition of producing properties and drilling of new wells. These activities were funded from internal sources and the Bank One revolving credit facility. In the future, the Company intends to continue to use internally generated cash flows and amounts available under the credit facility to fund the exploration and development of its gas and oil reserves and property acquisitions. (See Part I, Item 1. "Business".) Most of Alamco's capital spending is discretionary and the ultimate level of spending will be dependent, among other things, on the Company's assessment of the gas and oil business environment, the number of gas and oil prospects, and gas and oil business opportunities in general. The level of Alamco's 1996 capital expenditures will to a great extent depend upon the gas prices received by the Company. Based on current gas futures prices, Alamco plans to expand annual drilling activities to an estimated 30 wells. Alamco will continue with its enhancement program on existing wells, particularly the wells acquired in Kentucky and where the Company has established a significant acreage position. The Company plans to continue with its aggressive acreage acquisition strategy and will position itself to increase both exploratory and development drilling. Alamco remains committed to the acquisition of producing properties at favorable prices. Section 29 Tax Credits. Effective August 11, 1994, the Company, through a series of transactions, formed a partnership with a major East Coast financial institution (the "Institution"). The partnership is structured such that the Institution will be allocated IRC Section 29 tax credits as a result of production from properties contributed by Alamco to the partnership (Note 3). The institution initially paid $1.0 million (reduced by $100,000 for certain expenses incurred by the Institution), and will pay additional amounts, up to $4.0 million, in installments prior to December 31, 2002, upon achieving certain production minimums and satisfying other conditions. As part of the Section 29 tax credit transaction, the Company formed Alamco-Delaware, Inc. ("Aladel") as a Delaware Investment Holding Company. In early November 1995, Alamco acquired from an industry partner for $1.35 million in cash, interests in 47 gross (30.7 net) oil and gas wells and the remaining 53 percent of the gas gathering system that it did not own in the Company's Days Chapel Field in Tennessee. This Transaction increased the Company's ownership of the wells in the field from 48.4 percent to 83.0 percent. Alamco used funds available on its credit facility with Bank One to complete the transaction. Alamco also acquired in November 1995 for $1.22 million, four partnerships' share of the Company's claim against Columbia (see Columbia Litigation Claim below). The Company used funds available on its credit facility with Bank One to complete the transaction. Columbia Litigation Claim. In November 1995, Alamco received $7.6 million on its and other interest owners' behalf from Columbia under Columbia's Second Amended Plan of Reorganization, As Further Amended Dated July 17, 1995 (the "Plan"). This amount represents 68.875 percent of the Company's $11 million claim against Columbia arising from the settlement of various gas purchase claims. The Plan provides for a potential additional distribution of up to 3.625 percent of the allowed claim in the future depending upon various contingencies. Alamco's share of the claim was approximately 74 percent. Quarterly Financial Data (Unaudited) - ------------------------------------ The following table sets forth selected historical quarterly financial data (unaudited) with respect to the Company for the quarters indicated in 1995 and 1994. Alamco's results of operations are generally subject to quarterly variations due to, among other factors, weather conditions and other supply and demand factors affecting the natural gas markets. Historically, the demand and price paid for natural gas has increased in the cold winter months and decreased in the warm summer months. Such quarterly data is not necessarily indicative of the Company's future performance. Because of quarterly variations, Alamco believes that its results of operation should be viewed on an annual basis. (in thousands, except per share data) First Second Third Fourth 1995 Quarter Quarter Quarter Quarter ---- ------- ------- ------- ------- Sales and other operating revenues (1) $3,460 $3,530 $3,149 $8,400 Gross profit (1) 883 892 392 4,747 Net income (loss) (1) (102) (75) (352) 2,224 Net income (loss) per share (1) ($0.02) ($0.02) ($0.08) $0.48 First Second Third Fourth 1994 Quarter Quarter Quarter Quarter ---- ------- ------- ------- ------- Sales and other operating revenues $3,370 $3,208 $3,464 $3,629 Gross profit 1,347 1,128 1,161 1,051 Net income (2) 462 321 353 510 Net income per share (2) $0.10 $0.07 $0.08 $0.10 - ---------------------- (1) In the fourth quarter of 1995, Alamco recorded as revenue the proceeds from the Columbia Settlement of $4,164,000. The tax effect of this one- time event of $1,627,000 is included in the fourth quarter 1995 tax provision of $1,364,000. Absent the Columbia Settlement, revenues in the fourth quarter would have been $4,236,000 with a gross profit of $583,000, a net loss of $313,000, and a net loss per share of $.07. (2) In the fourth quarter of 1994, Alamco adjusted its provision for income taxes by $256,000 to reflect a change in the effective state tax rate. In addition, an increase in deductions associated with percentage depletion and lower income from operations also reduced the income tax provision. Item 8. Consolidated Financial Statements. - ------- ---------------------------------- Index to Consolidated Financial Statements ------------------------------------------ Pages ----- Independent Auditor's Report 29 Consolidated Statement of Income, for the Years Ended December 31, 1995, 1994 and 1993 30 Consolidated Balance Sheet, as of December 31, 1995 and 1994 31-32 Consolidated Statement of Changes in Stockholders' Equity, for the Years Ended December 31, 1995, 1994 and 1993 33 Consolidated Statement of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 34-35 Notes to Consolidated Financial Statements 36-53 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Alamco, Inc. We have audited the accompanying consolidated balance sheet of Alamco, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects the consolidated financial position of Alamco, Inc. and subsidiaries as of December 31, 1995 and 1994, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. 600 Grant Street Pittsburgh, Pennsylvania February 28, 1996 ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Years Ended December 31, 1995, 1994 and 1993 (In thousands, except share data) =============================================================================== 1995 1994 1993 ---- ---- ---- Revenues: Gas and oil sales $12,636 $11,993 $ 9,504 Agreements with gas purchasers (Note 4) 4,164 -- -- Well tending income 943 1,232 2,172 Other revenue 796 446 224 ------- ------- ------- Total revenues 18,539 13,671 11,900 ------- ------- ------- Expenses: Operating 6,713 5,461 4,262 Exploration 641 -- -- General and administrative 3,146 2,908 2,373 Depreciation, depletion, and amortization 4,271 3,523 2,806 Interest 1,188 154 385 ------- ------- ------- Total expenses 15,959 12,046 9,826 ------- ------- ------- Income from operations 2,580 1,625 2,074 Other nonoperating income 192 155 321 ------- ------- ------- Income before income tax 2,772 1,780 2,395 Provision for income taxes 1,077 134 843 ------- ------- ------- Net income $ 1,695 $ 1,646 $ 1,552 ======= ======= ======= Net income per share $0.36 $0.35 $0.45 ===== ===== ===== Weighted average number of shares outstanding 4,679,703 4,645,154 3,438,594 ========= ========= ========= Accompanying notes are an integral part of the consolidated financial statements. ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 1995 and 1994 (In thousands) =============================================================================== ASSETS 1995 1994 ------ ---- ---- Current assets: Cash and cash equivalents $ 3,297 $ 2,632 Accounts receivable, net of allowance of $59-1995; $9-1994; 3,116 2,693 Due from partnerships and programs 72 140 Inventories and other current assets 368 428 ------- ------- Total current assets 6,853 5,893 ------- ------- Property and equipment: Gas and oil producing properties (Successful Efforts Method) 78,076 71,782 Other property and equipment 5,740 5,270 ------- ------- 83,816 77,052 Less accumulated depreciation, depletion and amortization 32,201 28,487 ------- ------- 51,615 48,565 Other assets 1,294 1,600 ------- ------- Total assets $59,762 $56,058 ======= ======= (Continued) Accompanying notes are an integral part of the consolidated financial statements. ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 1995 and 1994 (In thousands, except share data) =============================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994 ------------------------------------ ---- ---- Current liabilities: Current portion of long-term debt and capital lease obligations $ 33 $ 106 Accounts payable 1,026 1,325 Accrued expenses 1,545 1,398 Due working interest and royalty owners 3,309 1,064 Deferred revenue 113 1,165 ------- ------- Total current liabilities 6,026 5,058 ------- ------- Long-term debt and capital lease obligations 13,674 12,889 Due working interest and royalty owners 325 888 Deferred revenue 29 333 Deferred taxes 8,936 8,011 Other long-term liabilities 429 404 ------- ------- Total liabilities 29,419 27,583 ------- ------- Commitments and contingencies Stockholders' equity: Preferred stock, par value $1.00 per share; 1,000,000 shares authorized, none issued -- -- Common stock, par value $0.10 per share; 15,000,000 shares authorized; 4,762,898 and 4,712,713 shares issued and outstanding, respectively 476 471 Additional paid-in capital 31,243 31,039 Accumulated deficit (1,152) (2,847) ------- ------- 30,567 28,663 Less treasury stock, at cost, 62,405 and 63,360 shares of common stock, respectively 224 188 ------- ------- Total stockholders' equity 30,343 28,475 ------- ------- Total liabilities and stockholders' equity $59,762 $56,058 ======== ======= Accompanying notes are an integral part of the consolidated financial statements. ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Years Ended December 31, 1995, 1994 and 1993 (In thousands, except share data) =============================================================================== Common Stock Additional Accumu- Treasury Stock ------------- Paid-in lated ----------------- Shares Dollars Capital Deficit Shares Dollars ------ ------- -------- -------- ------ ------- Balance January 1, 1993 1,569,110 $157 $21,164 ($6,045) 38,949 $157 Acquisition of treasury stock -- -- -- -- 50,000 129 Issuance of treasury stock -- -- 10 -- (18,236) (86) Public stock offering 3,105,000 310 9,741 -- -- -- Exercise of stock options 29,567 3 66 -- 2,079 15 Net income -- -- -- 1,552 -- -- --------- ----- ------- ------- -------- ----- Balance December 31, 1993 4,703,677 470 30,981 (4,493) 72,792 215 Issuance of treasury stock -- -- 36 -- (10,370) (34) Issuance of common stock 4,903 -- 32 -- -- -- Acquisition of treasury stock -- -- -- -- 938 7 Exercise of stock options 4,133 1 10 -- -- -- Public stock offering- additional costs -- -- (20) -- -- -- Net income -- -- -- 1,646 -- -- --------- ----- ------ ------ ------- ----- Balance December 31, 1994 4,712,713 471 31,039 (2,847) 63,360 188 Issuance of common stock 4,585 -- 35 -- -- -- Issuance of treasury stock -- -- 36 -- (10,370) (34) Acquisition of treasury stock -- -- -- -- 9,415 70 Exercise of stock options 45,600 5 133 -- -- -- Net income -- -- -- 1,695 -- -- --------- ----- ------- -------- -------- ----- Balance December 31, 1995 4,762,898 $476 $31,243 ($1,152) 62,405 $224 ========= ===== ======= ======== ========= ===== Accompanying notes are an integral part of the consolidated financial statements. ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 1995, 1994 and 1993 (In thousands) =============================================================================== 1995 1994 1993 ---- ---- ---- Cash flows from operating activities: Net income $1,695 $1,646 $1,552 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 4,271 3,523 2,806 Deferred taxes 925 201 744 Dry hole costs 641 -- -- Gain on asset sales (31) (76) (141) Issuance of stock for employee benefits and compensation expense 105 102 86 Other factors, net 7 12 13 Increase (decrease) in cash from changes in: Accounts receivable (423) 1,282 (275) Due from partnerships and programs 68 18 97 Due working interest and royalty owners 2,245 (1,674) (340) Inventories and other current assets 60 (167) (105) Accounts payable and accrued expenses (152) 897 438 Deferred revenue (1,052) 474 231 ------ ------ ------ Net cash provided by operating activities 8,359 6,238 5,106 ------ ------ ------ Cash flows from investing activities: Proceeds from disposal of fixed assets 156 278 150 Payment for the acquisition of producing properties (1,384) (6,234) -- Capital expenditures, including dry hole costs (6,547) (10,500) (6,685) Investment in limited partnership (5) (290) -- Other assets 155 (464) (161) ------ ------ ------ Net cash used in investing activities (7,625) (17,210) (6,696) ------ ------ ------ (Continued) Accompanying notes are an integral part of the consolidated financial statements. ALAMCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 1995, 1994 and 1993 (In thousands) =============================================================================== 1995 1994 1993 ---- ---- ---- Cash flows from financing activities: Borrowings under line of credit $ 6,800 $13,300 $ 500 Payment on line of credit (6,000) (1,000) -- Principal payments on long-term debt and capital lease obligations (95) (320) (9,098) Acquisition of treasury stock (70) (7) (144) Net proceeds from public offering of common stock -- -- 9,948 Additional costs of public offering of common stock -- (20) -- Proceeds from exercise of stock options 138 11 69 Other liabilities (842) (825) (1,012) ------ ------ ------ Net cash (used in) provided by financing activities (69) 11,139 263 ------ ------ ------ Net increase (decrease) in cash and cash equivalents 665 167 (1,327) Cash and cash equivalents - beginning of period 2,632 2,465 3,792 ------ ------ ------ Cash and cash equivalents - end of period $3,297 $2,632 $2,465 ====== ====== ====== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $1,353 $216 $373 Income taxes 232 55 180 Supplemental Schedule of Non-Cash Investment and Financing Activities: Fixed assets acquired under capital lease -- -- $27 Like-kind exchange of property -- $3,270 -- Accompanying notes are an integral part of the consolidated financial statements. 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. These consolidated financial statements include the combined accounts of Alamco and its subsidiaries, Alamco-Delaware, Inc. ("Aladel"), HAWG HAULING & DISPOSAL, INC. ("HAWG") and Phoenix-Alamco Ventures, a Limited Liability Company ("PAV"). Aladel and HAWG are wholly owned subsidiaries of the Company. All significant intercompany balances have been eliminated in consolidation. Nature of Operations. Alamco, Inc. is an Appalachian-based independent gas and oil producer actively engaged in the acquisition, exploitation, exploration, development and production of domestic gas and oil. The Company's activities are conducted in West Virginia, Tennessee and Kentucky, with an emphasis on producing natural gas for ultimate sale to customers in the northeast gas markets. Revenue Recognition. Royalties, overrides and working interest revenues are recognized based on production. No material difference would result if revenues were recognized based on sales. Well tending income is recognized as revenue as services are performed. Cash and Cash Equivalents. The Company considers certificates of deposit, U.S. government securities and other short-term securities with maturities of three months or less as cash and cash equivalents. Fair Value of Financial Instruments. The following methods and assumptions were used by the Company in estimating the fair value of each class of financial instruments for which it is practicable to estimate that value. For cash and cash equivalents, receivables and payables, the carrying amounts approximate fair value because of the short maturity of these instru- ments. For long-term debt, including current maturities, the fair value of the Company's long-term debt approximates historically recorded cost since interest rates approximate market. Off-Balance Sheet Risk. In accordance with industry practice, the Company has gas and oil sales contracts with commitments to sell certain quantities of gas and oil, primarily at market prices, for varying periods. Use of Estimates. Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Gas and Oil Producing Properties. The Company uses the successful efforts method of accounting for gas and oil producing properties. Under the successful efforts method, certain expenditures, such as geological and geophysical costs, exploratory dry hole costs, delay rentals, and other costs directly related to exploration are recognized currently as expenses. All direct costs relating to property acquisitions, successful exploratory wells, all development costs, and support equipment and facilities are capitalized and depreciated, depleted or amortized using the units-of-production method. Production overhead and other costs are expensed as incurred. Gas and oil producing properties also include well equipment covered by capital lease obligations. Amortization of the lease assets is included in depreciation, depletion and amortization expense. Interest costs incurred in the drilling of wells are capitalized and amortized using the units-of-production method. The Company capitalized interest costs of $172,000 in 1995, $317,000 in 1994, and none in 1993. Interest incurred in 1995 was $1,360,000 and in 1994 was $471,000. In 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS No. 121"). This statement, which is effective for financial statements for years beginning after December 15, 1995, was adopted by the Company in 1995. The Company has evaluated the impact of SFAS 121 by comparing the carrying value of its long- lived assets, consisting of gas and oil producing properties, other property and equipment, and intangibles, to the estimated future cash flow from such assets in order to determine whether the carrying value of such properties should be reduced. No adjustments to carrying values of assets were necessary as of December 31, 1995. Other Property and Equipment. Other property and equipment are stated at cost. Depreciation of other property and equipment is computed using the straight-line method over estimated useful lives of three to forty years, without considering the recoverable value of equipment salvageable from the wells. On an annual basis, the Company estimates the costs of future dismantlement, restoration, reclamation and abandonment of its gas and oil producing properties. Concurrently, the Company evaluates the estimated salvage value of equipment recoverable upon abandonment. At December 31, 1995 the Company's estimate of equipment salvage values is in excess of the costs of future dismantlement, restoration, reclamation and abandonment. Costs of individual gas and oil wells determined to be uneconomical are charged to accumulated depreciation, depletion and amortization, with no gain or loss being recognized until the depositional group in which the well is included is abandoned. When other property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is reflected in income for the period. The cost of maintenance and repairs is expensed as incurred; significant renewals and betterments are capitalized. Intangible Assets. Intangible assets, which are reported in other assets on the Company's balance sheet, consist of a non-compete and a consulting agreement arising from the acquisition of 62 wells in Southeastern Kentucky. The values assigned to intangible assets are being amortized on a straight line basis over the life of the agreements which range from four to five years. Covenant not to compete . . . . . . $312,000 Consulting agreement . . . . . . . . 390,000 Less accumulated amortization . . . (234,000) -------- $468,000 ======== Income Taxes. The Company accounts for certain income and expense items differently for financial reporting purposes than for purposes of computing income taxes currently payable. Deferred tax liabilities and assets are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax expense is the result of changes in such basis differences and enacted rates. Income Per Share. Income per share amounts are computed by dividing the net income by the weighted average number of shares outstanding in 1995, 1994 and 1993. 2 - PROPERTY ACQUISITIONS AND WELL SWAP In early November 1995, the Company acquired from an industry partner, for $1.35 million in cash, interests in 47 gross (30.7 net) oil and gas wells and the remaining 53 percent of the gas gathering system that it did not own in the Company's Days Chapel Field in Tennessee. This transaction increased the Company's ownership of the wells in the field from 48.4 percent to 83.0 percent. The Company used funds available under its credit facility with Bank One to complete the transaction. On March 31, 1994, the Company exchanged its interests (the "Well Exchange") in 141 gross wells for outside investors' interests in 237 gross wells. The exchange was effective March 1, 1994. The exchange has been treated as a like-kind exchange and no gain or loss has been recognized on this transaction. In a separate transaction, the Company received a note in exchange for the sale of operating rights in a number of wells. Further, the Company sold its wholly-owned subsidiary, Interstate Resources, Inc. ("IRI"), in exchange for a note. The sale of the Company's operating rights and IRI were to the same non- affiliated party and combined into a single interest bearing note in the principal amount of $272,000. The gain resulting from the sale of operating rights and sale of IRI was deferred and is being recognized as principal payments are received. On July 18, 1994, the Company acquired certain gas and oil properties and intangible assets located in Southeastern Kentucky for $2.5 million in cash (Note 1). The Company acquired 62 wells (56.4 net wells) together with 34,000 gross acres (30,000 net acres) and became the operator of the wells. On August 1, 1994, the Company acquired all of the interests held by a number of limited partnerships in 114 West Virginia gas wells (91.2 net wells), of which 102 were already operated by the Company (the "West Virginia Acquisition"). The Company acquired these wells for a net $3.8 million in cash. Also, on August 1, 1994 the Company acquired seven wells and 1,275 acres in Whitley County, Kentucky, for $185,000. The Company became the operator effective as of the purchase date. The Company also acquired 2.5 net wells producing from the Oriskany formation in the South Burns Chapel Field for $500 effective as of July 1, 1994. These transactions have been accounted for under the purchase method and, accordingly, the operating results for the transactions have been included in the Company's consolidated operating results from the dates of the respective acquisitions forward. As the West Virginia Acquisition and the Well Exchange represent a substantial majority of the assets acquired during 1994, the following summary, prepared on a pro forma basis, presents the consolidated results of operations as if the two transactions had been consummated as of January 1, 1994. 1994 (Unaudited and in thousands of dollars, except per share amount) Revenues $14,340 Expenses 12,457 Income from operations 1,883 Net income 1,814 Net income per share $ 0.39 The pro forma results are not necessarily indicative of what actually would have occurred if the acquisitions had been in effect for the entire periods presented. In addition, they are not intended to be a projection of future results and do not reflect any synergies that might be achieved from combined operations. 3 - SECTION 29 TAX CREDITS The Company currently produces approximately 800,000 MMBtu per year of natural gas that is eligible for a tax credit of $1.01 per MMBtu under Internal Revenue Code ("IRC") Section 29. The tax credit applies to natural gas produced from "nonconventional" fuel sources, as defined, including gas production from Devonian Shale formations in certain West Virginia counties where the Company has production operations. In addition to producing from certain nonconventional fuel sources, the production must have been from wells drilled between December 31, 1979 and December 31, 1992, and the gas must be sold before December 31, 2002. The tax credit is allowed to reduce a taxpayer's regular tax liability but may not be used to reduce a taxpayer's alternative minimum tax ("AMT") liability. The credits also must be used in the tax year in which they are generated. The Company is currently, and is projected to be in the future, an AMT taxpayer and therefore is unable to fully use the tax credits to reduce its tax liability. In order to receive benefit from these credits which would otherwise expire unused, through a series of transactions, the Company formed a partnership with a large East Coast financial institution (the "Institution"). The partnership is structured such that the Institution will be allocated IRC Section 29 tax credits as a result of production from properties contributed by the Company to the partnership. The Institution initially paid $1.0 million (reduced by $100,000 for certain expenses incurred by the Institution), and will pay additional amounts, up to $4.0 million, in installments prior to December 31, 2002, upon achieving certain production minimums and satisfying other conditions. The Company estimates that this transaction, which was effective August 11, 1994, will allow it to realize $0.65 for each $1.00 in available Section 29 tax credits generated by the producing properties. As of August 11 1994, the effective date of the transaction, the Company recognized $1.0 million in deferred revenues and will recognize income from this transaction as the required gas production levels are achieved. In 1995 and 1994 the Company recognized $645,000 and $249,000, respectively, in income relative to this transaction. Accordingly, as of December 31, 1995, the Company's balance sheet includes $105,000 in deferred revenues, all of which is current. 4 - SETTLEMENT OF COLUMBIA LITIGATION CLAIMS The Company received in November 1995 the proceeds from the settlement of its contract rejection claims from Columbia. The initial distribution was the result of the confirmation by the U.S. Bankruptcy Court of Columbia's Plan of Reorganization on November 15, 1995. The Company received proceeds of $7.6 million, of which its share was $5.6 million. The Company recognized revenue of $4,164,000 in the fourth quarter of 1995, net of claims purchased from other owners, and after tax income of $2,537,000 ($0.54 per share). The Company could receive an additional settlement distribution from Columbia of up to 3.625 percent of its original claim of $11,000,000 with the Company's share being revenue of $295,000 and after tax income of $180,000 ($0.04 per share). The timing and amount of this additional recovery is contingent upon Columbia settling various outstanding claims with other gas producers. 5 - PUBLIC STOCK OFFERING On July 29, 1993, the Company consummated a public offering at a price to the public of $5.50 per share for 2,700,000 shares of Common Stock, of which 2,000,000 shares were sold by the Company and 700,000 shares were sold by PNC. The Company's net proceeds from this sale approximated $10.2 million before considering expenses associated with the stock offering. The Company used approximately $8.6 million of the net proceeds to repay its revolving credit facility loan balance with Bank One. On August 18, 1993, the underwriters exercised their option to purchase at a price to the public of $5.50 per share an additional 405,000 shares, of which the first 333,596 shares were sold by PNC and the remaining 71,404 shares were newly issued shares sold by the Company. The aggregate 1,033,596 shares sold by PNC represented all of the non-voting Class A Common Stock issued to PNC by the Company as part of the 1988 debt restructuring. Upon the sale of the 1,033,596 shares in the stock offering, the shares automatically converted to voting Common Stock on a one-for-one basis. 6 - LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS The Company has a $30.0 million revolving credit facility with Bank One which calls for the payment of interest only until July 1, 1998 at which time all outstanding principal and interest amounts are due. Interest accrues and is paid monthly at a rate of Bank One's prime rate plus one-fourth of one percent. During 1993, using a portion of the 1993 stock offering, the Company repaid all amounts outstanding under the Bank One credit facility. As of December 31, 1995 the aggregate amount of borrowing under the Bank One revolving credit facility was $13.6 million. Bank One's prime interest rate on December 31, 1995, was 8.5 percent. The credit facility is subject to semiannual borrowing base revisions (in March and September of each year) to be made in accordance with borrowing base recalculations performed by Bank One. Revisions could result in the extension of credit and repayment terms or, in the case of erosion of the borrowing base, the reduction of outstanding principal amounts or the amount of the credit facility. Based on the latest Bank One recalculation, performed in September 1995, the borrowing base is sufficient to allow full utilization of the maximum $30.0 million credit facility. In addition to interest payments, the Company is required to pay a commitment fee equal to the difference between the facility amount and the amount borrowed multiplied by one-half of one percent prorated into quarterly payments. The agreement also contains covenants which, among other things, require that the Company maintain specified levels of cash flow, stockholders' equity and ratio of current assets to current liabilities. The credit facility is collateralized by all of the Company's assets including the Company's gas and oil reserves. The aggregate maturities of long-term debt for each of the next five years and thereafter are as follows (in thousands): 1996 $ 33 1997 37 1998 13,620 1999 17 2000 and thereafter 0 ------- $ 13,707 ======= The Company also leases certain equipment used in the production of gas and oil under three lease programs with McJunkin. These equipment leases are for varying terms with purchase options at the end of the lease term. In addition, as part of a 1988 restructuring with McJunkin, the leases were amended to permit the Company to extend the leases for varying periods with rentals due with respect to the extension periods to be paid from a 2-1/2 percent working interest of the Company on the wells where the leased equipment is situated. The Company has extended the lease periods for all three programs through November 30, 2002. Since rental payments due under such extensions are contingent upon the proceeds of gas and oil production, such payments will be expensed as incurred. There are no future minimum lease payments due. 7 - CASH AND CASH EQUIVALENTS Cash and cash equivalents totalled $3,297,000 at December 31, 1995. Of this amount, approximately $694,000 was available for general corporate purposes and the balance was held for third parties, including $372,000 in gas and oil sales proceeds held for eventual distribution to outside working interests and royalty owners, $1,928,000 representing the outside interests' estimated share of Columbia settlement proceeds, $113,000 representing outside interests' share of cash prepaid by CNG, and $190,000 withheld from outside working interests' proceed distributions to be utilized for future ad valorem tax payments (Note 8). The Company's cash balance at December 31, 1995 includes $2,962,000 invested in commercial paper, U.S. Government and Agency Securities and Bankers' Acceptances, with an annualized 5.5 percent return. 8 - PLUGGING AND AD VALOREM TAX FUNDS The Company retains a portion of outside investors' monthly gas and oil production proceeds to be utilized for future well plugging and abandonment costs and ad valorem tax payments. The funds, totalling $515,000 at December 31, 1995, are invested in securities issued or guaranteed by the United States Treasury in accounts segregated from those of the Company. Interest earned on the funds accrues to the benefit of the working interest owners. Included in other assets is $325,000 for future plugging and abandonments. Corresponding amounts recorded in assets are included in liabilities. 9 - INCOME TAXES The following table details the components of the Company's income tax expense for the year 1993 through 1995. 1995 1994 1993 ---- ---- ---- (In thousands) Federal: Current $137 ($67) $ 99 Deferred 789 397 618 ---- ---- ---- Total Federal 926 330 717 ---- ---- ---- State: Current 15 -- -- Deferred 136 (196) 126 ---- ---- ---- Total State 151 (196) 126 ---- ---- ---- Total $1,077 $134 $843 ===== ==== ==== Reconciliations of the income tax provision computed at the statutory rate and the provision for income taxes as shown on the Statement of Income are summarized below: Year Ended December 31, -------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Tax provision computed at statutory rate $942 $592 $814 State taxes 139 104 126 Change in effective state tax rate -- (255) -- Sale of partnership interest 249 -- -- Use of percentage depletion (1,029) (321) (103) Valuation allowance 750 -- -- Other 26 14 6 ---- ---- ----- Provision for income taxes $1,077 $134 $843 ===== ==== ===== The 1994 change in effective state tax rate reflects the Company's new business activities in states with lower tax rates and recently implemented tax planning activities. The components of the net deferred tax liability are as follows: December 31, ---------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Depreciation, depletion and amortization $13,150 $12,293 $10,668 Percentage depletion carryover (750) -- -- Accounts receivable write-off (30) (30) (31) Future litigation payments (39) (72) (126) Sale of partnership interest (212) (293) -- Net operating loss carryforwards (1,553) (1,704) (490) AMT credits (821) (746) (837) ITC carryforwards (1,375) (1,394) (1,371) Other (22) (43) (3) Valuation allowance 750 -- -- ------- ------ ------ Net deferred tax liability $8,936 $8,011 $ 7,810 ======= ====== ====== The Company's investment tax credit carryforwards expire between the years 1996 and 2000. The Company has recorded a valuation allowance applicable to these credits because the ability to use a portion of them is uncertain. Prior to August 1994, the Company owned interests in 504 gas wells which qualified for Devonian Shale tax credits. These credits which approximate $1.01 per MMBtu of qualified gas produced in 1995 can be applied to reduce regular income taxes payable only in the years the gas is produced. Effective August 11, 1994, the Company formed a partnership structured such that a large East Coast financial institution will be allocated substantially all of the Devonian Shale tax credits previously allocated to the Company (see Note 3). No Devonian Shale tax credits were used by the Company in years 1995, 1994 or 1993. Statement 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. 10 - STOCKHOLDERS RIGHTS PLAN On November 30, 1994, the Board of Directors of the Company adopted a Preferred Stock Purchase Rights Plan (the "Rights Plan"). Under the Rights Plan, the Board declared a dividend of one preferred share purchase Right for each outstanding share of Alamco Common Stock. In the event that any entity acquires 15% or more of the outstanding shares of Common Stock of the Company, the Rights will become exercisable subject to the terms of the Rights Plan and will entitle each holder of a Right (other than the acquiring person or group) under certain circumstances to purchase that number of shares of Alamco Common Stock having a market value equal to two times the exercise price of the Right. Rights were distributed to stockholders of record at the close of business on December 12, 1994. The Rights will trade with the Company's Common Stock until the Rights become exercisable and no separate certificates will be issued until that time. The rights will expire on December 12, 2004. The Rights Plan is designed to enable the Company and its Board to develop and preserve long- term value for stockholders and to protect stockholders in the event an attempt is made to acquire control of the Company through certain coercive or unfair tactics or without a bona fide offer at fair value to all of the stockholders of the Company. 11 - SALES CONCENTRATION The following table illustrates the Company's gas and oil sales concentration with purchasers greater than 10 percent: Purchasers 1995 1994 1993 PAV 44.2% 53.8% 0.0% Hope 28.9% 28.2% 25.2% CNG 7.1% 5.3% 24.1% Phoenix 0.0% 0.0% 14.4% Enron 0.0% 0.0% 14.2% Phoenix-Alamco Ventures, a Limited Liability Company ("PAV"), which is owned jointly by the Company and Phoenix Energy Sales Company, is engaged in the marketing of Alamco's and other working interest owners' gas. PAV seeks diversification for Alamco's gas sales to other marketing entities, local distribution companies and industrial users with contracts of various durations. 12 - COMMITMENTS AND CONTINGENCIES CNG Agreement. In November 1989, CNG made a $3,800,000 prepayment for 1,565,000 MMBtu of gas to be produced from the Company's Tallmansville production area. CNG has the right, within certain specified limitations, to take deliveries of this gas up to December 31, 1999. As of December 31, 1995, CNG has taken delivery of all of the Tallmansville gas for which it has prepaid. The Company recognized its proportionate share of this deferred revenue as volumes were recouped in accordance with the CNG Agreement. 13 - STOCK OPTIONS AND BENEFIT PLANS Employee Stock Option Plans. Stock options have been granted to Company employees through two stock option plans, the 1992 Employees' Stock Option Plan (the "1992 Stock Option Plan") and the 1982 Employees' Stock Option Plan (the "1982 Stock Option Plan"). The 1992 Stock Option Plan was established March 20, 1992 and amended on March 24, 1995, to increase the number of shares available for issuance from 100,000 to 250,000. This plan provides for the grant to officers and other key management employees of the Company of stock options covering an aggregate of up to 250,000 shares of the Company's Common Stock. Options may be designated as either non-qualified stock options or incentive stock options, the latter of which must be exercised sequentially in grant date order. The Compensation Committee of the Company's Board of Directors administers the 1992 Stock Option Plan. The exercise price for each option granted must be equal to the fair market value per share of the Company's Common Stock on the date of the granting of the options (except when incentive stock options are granted to any person who owns more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price of each option will be at least 110% of the fair market value of the Common Stock). At December 31, 1995, there were 154,500 shares available for future grants. The 1982 Stock Option Plan provided for the grant of stock options to officers and other employees of the Company for up to 65,000 shares of the Company's Common Stock. As of November 8, 1992, no additional options may be granted from the 1982 Stock Option Plan. Options are designated as either non- qualified stock options or incentive stock options. Information with respect to the options granted under each plan follows: 1982 EMPLOYEES' 1992 EMPLOYEES' STOCK OPTION PLAN STOCK OPTION PLAN ----------------- ----------------- Option Option Number of Price Range Number of Price Range Shares Per Share* Shares Per Share* ------ ---------- ------ ---------- Outstanding at January 1, 1993 50,500 $1.25--3.15 17,500 $4.875 Granted -- 36,000 6.75 Exercised 17,100 1.25--2.50 -- Canceled -- -- ------ ------ Outstanding at December 31, 1993 33,400 1.875-3.15 53,500 4.875-6.75 ------ ------ Granted -- 18,500 6.75 Exercised -- -- Canceled 19,900 1.875-3.15 7,500 4.875 ------ ------ Outstanding at December 31, 1994 13,500 1.875-3.15 64,500 4.875-6.75 ------ ------ Granted -- 35,000 8.00 Exercised 3,500 2.50 2,000 6.75 Canceled -- 4,000 6.75 ------ ------ Outstanding at December 31, 1995 10,000 1.875-3.15 93,500 4.875-8.00 ------ ------ Exercisable at December 31, 1995 10,000 1.875-3.15 36,164 4.875-6.75 ------ ------ - ------------------------ *Reflects the option price range applicable to only those installments included in the total number of shares with respect to which the options are or were exercisable. Non-Qualified Stock Options. At December 31, 1995, non-qualified stock options granted outside of any stockholder-approved plan totalled 330,000 shares of Common Stock and were held by 7 employees. No options were granted or expired in 1995; 2,000 shares were cancelled in 1995. The stock option exercise prices range from $1.875 to $6.75 per share. Employees exercised 40,100, 4,133 and no shares during 1995, 1994 and 1993, respectively, with option prices ranging from $1.875 to $6.75 in 1995, and an option price of $3.15 in 1994. At December 31, 1995, 263,332 shares were exercisable with the remaining stock options becoming exercisable in November 1996. The 1992 Equity Compensation Plan for Outside Directors. The 1992 Equity Compensation Plan for Outside Directors (the "1992 Outside Directors' Plan") was established March 20, 1992 and provides for a maximum number of 75,000 shares of Common Stock from the Company's authorized and unissued shares of Common Stock and/or treasury shares to be available for issuance, subject to adjustments in certain instances. Outside Directors receive 50 percent of their annual retainer in the form of Common Stock and may elect to receive any or all of the remaining cash balance of their retainer in the form of Common Stock. In 1995, 4,585 shares were issued to directors at a market price of $7.75 per share. The Company adopted the Alamco, Inc. Directors' Deferred Income Plan (the "Plan") effective June 15, 1995, which permits eligible directors of the Company to elect to defer receipt of future compensation that would otherwise be payable in cash currently by the Company and have such deferred amounts credited to individual bookkeeping accounts maintained by the Company in the names of the participants. Outside Directors' Stock Option Plan. The 1982 Outside Directors' Stock Option Plan (the "Outside Directors' Plan") provided for the automatic grant of options of the Company's Common Stock to non-employee Directors of the Company. As of November 9, 1991, stock options may not be granted under the Outside Directors' Plan. At December 31, 1995, 4,400 shares remain outstanding and exercisable with option prices ranging from $2.50 to $3.875. No options were exercised in 1995. Employee Savings and Protection Plan. Effective October 1, 1987, the Company instituted a 401(k) Plan titled the Alamco, Inc. Employee Savings and Protection Plan. In addition to employee contributions, the Company contributed cash and stock of approximately $117,000, $110,000 and $97,000 in 1995, 1994 and 1993, respectively. 14 - SUPPLEMENTAL INFORMATION RELATED TO GAS AND OIL PRODUCING ACTIVITIES (Unaudited) Costs incurred by the Company in gas and oil property acquisition, exploration, and development are presented below: Year Ended December 31, --------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Costs (capitalized or expensed) for: Property acquisition $1,281 $ 6,740 $ 592 Exploration 641 -- -- Development 5,476 9,578 5,479 ------ ------- ------ $7,398 $16,318 $6,071 ------ ------- ------ Property acquisition costs include costs incurred to purchase, lease, or otherwise acquire a property. Exploration costs include the costs of geological and geophysical activity, dry holes, and drilling and equipping exploratory wells. Development costs include costs incurred to gain access to and prepare development well locations for drilling, to drill and equip development wells and to provide facilities to extract, treat, gather, and store gas and oil, and depreciation of support equipment used in development activities. Aggregate capitalized costs for the Company related to gas and oil exploration and production activities, with applicable accumulated depreciation, depletion and amortization, are presented below: 1995 1994 ---------------------- ----------------------- Accumu- Accumu- lated lated Cost DD&A Net Cost DD&A Net ---- ---- --- ---- ---- --- (In thousands) Proved developed properties $78,076 $28,996 $49,080 $71,782 $25,880 $45,902 Pipelines and processing equipment 1,924 671 1,253 1,734 562 1,172 Vehicles, machinery and equipment consisting principally of assets used in gas and oil producing activities 2,068 1,380 688 1,913 1,024 889 Buildings used in gas and oil producing activities 224 99 125 206 84 122 ------- ------- ------- ------- ------- ------- $82,292 $31,146 $51,146 $75,635 $27,550 $48,085 ------- ------- ------- ------- ------- ------- The results of operations for gas and oil producing activities are presented below: Year Ended December 31, --------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Gas and oil sales revenues $12,636 $11,993 $9,504 ------ ------ ------ Expenses: Production 4,194 3,287 2,259 Depreciation, depletion and amortization 3,467 2,790 2,734 Exploration 641 -- -- ------ ------ ------ 8,302 6,077 4,993 ------ ------ ------ Results of operations for gas and oil producing activities before provision for income taxes 4,334 5,916 4,511 Provision for income tax 650 887 677 ------ ------ ------ Results of operations for gas and oil producing activities $3,684 $5,029 $3,834 ------ ------ ------ Production expenses include those costs incurred to operate and maintain productive wells and related equipment and include costs such as labor, repairs and maintenance, materials, supplies, fuel consumed and other production taxes. Depreciation, depletion and amortization expense includes those costs associated with capitalized acquisition, exploration, and development costs including the depreciation applicable to support equipment. Exploration expenses would include the cost of exploratory dry holes, the geological and geophysical costs associated with undeveloped properties and write-offs or amortization of lease acquisition and other costs associated with undeveloped properties. The provision for income taxes is computed considering the Company's status as an alternative minimum tax payor. The decrease in the results of operation for gas and oil producing activities between 1995 and 1994 resulted from lower gas prices which was partially offset by increased production from the Company's successful acquisition and drilling programs. The increase in the results of operations for gas and oil producing activities between 1994 and 1993 resulted from higher gas and oil sales revenues due primarily to the Company's successful 1994 acquisition and drilling programs. Estimates of net proved reserves of gas and oil for the Company, all of which are within the United States, are as follows: Year Ended December 31, -------------------------------------------------- 1995 1994 1993 ------------ ----------- ----------- MCF BBL MCF BBL MCF BBL --- --- --- --- --- --- (In thousands) Proved reserves, beginning of year 119,625 1,399 82,617 897 58,830 881 Extensions, discoveries and other additions 11,534 2 13,529 435 23,727 142 Acquisitions 3,242 376 16,888 131 988 5 Revisions of previous estimates (1,744) (53) 10,995 4 2,269 (94) Production (5,364) (88) (4,404) (68) (3,197) (37) ------- ----- ------ ----- ------ --- Proved reserves, end of year 127,293 1,636 119,625 1,399 82,617 897 ------- ----- ------ ----- ------ --- Proved developed reserves 97,169 1,405 85,654 1,164 56,560 605 ------- ----- ------ ----- ------ --- These estimates are based primarily on the reports of independent petroleum and geological engineers. Such reports are, by their very nature, inexact and subject to changes and revisions. Proved reserves are the estimated quantities which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved reserves increased in 1995 and 1994 due to the success of the Company's acquisition and development drilling programs. Reserves were also added due to the inclusion of several additional drilling prospects on existing company acreage and on acreage leased in 1994 and 1995. The estimates include only those amounts considered to be proved reserves and do not include additional amounts that may result from new discoveries in the future. Proved developed reserves are those reserves that are expected to be recovered through existing wells with existing equipment and operating methods. The estimated future net cash flow and the present value of the proved reserves before taxes are presented below. Proved Proved Total Developed Undeveloped Proved --------- ----------- ------ (In thousands) Estimated future net cash flow attributable to production during 1996 11,175 (2,721) 8,454 1997 9,839 (1,076) 8,763 1998 9,332 1,609 10,941 1999 8,871 2,504 11,375 2000 and thereafter 119,254 47,306 166,560 ________ _______ _______ Total 158,471 47,622 206,093 Present value of future cash flow 69,874 13,613 83,487 Estimated future net cash flow represents future cash inflows generated by the sale of the proved reserves less estimated production and future development cost. For production from wells under fixed priced gas purchase contracts, the gas price used is the contractual gas price for the term of the contract. The average gas price used is $2.50 per MCF and the average oil price used is $16.89 per barrel. Production costs are based on those in effect at December 31, 1995. The estimated future net cash flow is based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. No assurance of levels of gas and oil prices and costs can be given nor can assurance be given that proved reserves will be developed within the periods indicated. Present value is calculated by discounting estimated future net revenue by 10 percent. Summarized in the following table is information for the Company with respect to the standardized measure of discounted future net cash flows relating to proved oil and gas reserves. Estimated future net cash flow represents future cash inflows generated by the sale of the proved reserves less estimated production and future development cost. Future income tax expenses are computed by applying the statutory rate and tax laws applicable to the future pre-tax net cash flows for each year, less the tax basis of the properties, and giving effect to permanent differences and net operating loss, investment tax credit, and percentage depletion carryforwards which exist as of the end of each year. In addition, 504 of the Company's gas wells qualify for Devonian Shale tax credits under Section 29 of the Internal Revenue Code. These tax credits, which in 1995, 1994 and 1993, are approximately $1.010, $1.000 and $.977, respectively, per MMBtu, of qualified gas produced, must be used in the year in which they originated and cannot be carried forward or back. During 1994, the Company entered into a transaction which allocated substantially all of its Devonian Shale tax credits to a third party (Note 3). Therefore, no Devonian Shale tax credits were included in the 1995 and 1994 tax calculations. For 1993, Devonian Shale tax credits expected to be generated from qualified wells were reflected as reductions of future income tax expense on gas and oil producing activities. Year Ended December 31, -------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Future cash inflows $344,066 $275,745 $225,423 Future production and development costs (137,973) (108,241) (82,499) Future income tax expense (52,524) (42,915) (33,874) -------- -------- -------- Future net cash flows 153,569 124,589 109,050 10% annual discount for estimated timing of cash flows (90,378) (77,184) (65,395) -------- -------- -------- Standardized measure of discounted future net cash flows $ 63,191 $ 47,405 $ 43,655 -------- -------- -------- Approximately 93 percent of the Company's reserves are natural gas reserves, the price for which has increased since year-end 1995. The following table summarizes the principal sources of change in the standardized measure of discounted future cash flows: Year Ended December 31, -------------------------- 1995 1994 1993 ---- ---- ---- (In thousands) Sales and transfers of gas and oil produced, net of production costs ($8,442) ($8,706) ($7,245) Net changes in prices, production and development costs, and quality estimates 41,458 26,825 48,702 Addition of proved undeveloped reserves 11,049 16,039 17,590 Development costs incurred during the period (5,476) (9,578) (5,479) Accretion of discount 7,718 6,540 3,967 Net change in income taxes (9,609) (9,041) (15,347) Other, including changes in the discount other than due to accretion (20,912) (18,329) (29,689) ------- ------- ------- $15,786 $ 3,750 $12,499 ------- ------- ------- It is necessary to emphasize that the data presented above should not be viewed as necessarily representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand, and governmental control, among other factors. Furthermore, actual prices and costs are likely to be substantially different from the current prices and costs utilized in the computation of reported amounts. In addition, the reported data are applicable only to gas and oil reserves classified as proved; no amounts are included with respect to additional reserves that may become proved in the future. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein. Item 9. Changes In and Disagreements With Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure -------------------- None. PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- Incorporated by reference from the Company's Proxy Statement to be filed not later than 120 days after the Company's 1995 fiscal year end. Item 11. Executive Compensation ---------------------- Incorporated by reference from the Company's Proxy Statement to be filed not later than 120 days after the Company's 1995 fiscal year end. The Report of the Compensation Committee of the Board of Directors is not incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- Incorporated by reference from the Company's Proxy Statement to be filed not later than 120 days after the Company's 1995 fiscal year end. Item 13. Certain Relationships and Related Transactions ---------------------------------------------- Incorporated by reference from the Company's Proxy Statement to be filed not later than 120 days after the Company's 1995 fiscal year end. PART IV Item 14. Exhibits and Reports on Form 8-K -------------------------------- (a) 1. and 2. Financial Statements -------------------- Financial Statements included in this report: Alamco, Inc., a Delaware corporation Independent Auditor's Report Consolidated Statement of Income for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Balance Sheet as of December 31, 1995 and 1994 Consolidated Statement of Changes in Stockholders' Equity for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Statement of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements Signatures - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized. ALAMCO, INC. (Registrant) By: /s/ John L. Schwager ---------------------------------- John L. Schwager, President, Chief Executive Officer, Principal Executive Officer and Principal Financial Officer Dated: March 18, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Signature and Title ---- ------------------- /s/ John L. Schwager March 18, 1996 -------------------------- John L. Schwager President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Director March 18, 1996 /s/ Robert S. Maust -------------------------- Robert S. Maust Director March 18, 1996 /s/ James B. Gehr ---------------------------- James B. Gehr Director March 18, 1996 /s/ Richard R. Hoffman -------------------------- Richard R. Hoffman Executive Vice President, Chief Operating Officer and Director March 18, 1996 /s/ Stephen L. Barr -------------------------- Stephen L. Barr Director March 18, 1996 /s/ James H. Weber -------------------------- James H. Weber Director /s/ Thomas M. Levine March 18, 1996 -------------------------- Thomas M. Levine Director INDEX TO EXHIBITS The following exhibits to this report are filed herewith or, if marked with an asterisk (*), are incorporated herein by reference: Exhibit Prior Filing or Subsequential No. Description Page No. Herein 3.1 Articles of Incorporation, as amended Filed herewith 3.2 By-laws, as amended Filed herewith 4.1 Form of Rights Agreement dated as of November Exhibit 4.1 to Current Report on Form 8-K 30, 1994 between Alamco, Inc. and Chemical dated November 30, 1994* (1) Bank 4.2 Certificate of Designations, Preferences and Exhibit 4.2 to Current Report on Form 8-K Rights of Series A Preferred Stock of Alamco, dated November 30, 1994* (1) Inc. 10.1 Master Gas Purchase Contract between the Filed herewith Company and Hope Gas, Inc. dated November 1, 1995 10.2 Letter Agreement between the Company and Hope Exhibit 10.3 to Annual Report on Form 10-K, Gas, Inc. dated November 23, 1994 for Year Ended December 31, 1994*(1) 10.3 Memorandum of Agreement dated August 19, 1992, Exhibit 10.28 to Amendment No. 1 to between the Company, Phillips Petroleum Registration Statement on Form S-2 filed on Company and Hope Gas, Inc. July 15, 1993 at Registration No. 33-64234* 10.4 Marketing Agreement between the Company and Exhibit 10.2 to Quarterly Report on Form 10- Phoenix-Alamco Ventures, a West Virginia Q for Quarter ended September 30, 1993* (1) limited liability company dated October 28, 1993 10.5 Letter Agreement between the Company and CNG Exhibit 10.8 to Annual Report on Form 10-K Transmission Corporation dated March 23, 1993 for Year Ended December 31, 1993* (1) 10.6 Stock Option Agreement dated December 13, 1990 Exhibit A to Exhibit 10.4 to Annual Report between the Company and John L. Schwager on Form 10-K, for Year Ended December 31, 1990* (1) (2) 10.7 Amendment No. 1 dated April 15, 1992 to Stock Exhibit 4.5 to Registration Statement on Option Agreement referred to in Exhibit 10.6 Form S-8 filed May 22, 1992 at Registration No. 33-47194* (2) 10.8 Stock Option Agreement dated November 11, 1993 Exhibit 4.3 to Registration Statement on between the Company and John L. Schwager Form S-8 filed February 18, 1994 at Registration No. 33-75500* (2) 10.9 Nonstatutory Stock Option Agreement dated Exhibit 4.3 to Registration Statement on November 1, 1994 between the Company and John Form S-8 filed November 16, 1994 at L. Schwager Registration No. 33-86452* (2) 10.10 Employment Agreement between the Company and Exhibit 10.15 to Annual Report on Form 10-K John L. Schwager dated January 1, 1995 for Year Ended December 31, 1994* (1) (2) 10.11 Stock Option Agreement dated November 11, 1993 Exhibit 4.4 to Registration Statement on between the Company and Richard R. Hoffman Form S-8 filed February 18, 1994 at Registration No. 33-75500* (2) 10.12 Employment Agreement between the Company and Exhibit 10.19 to Annual Report on Form 10-K, Richard R. Hoffman dated January 1, 1995 for Year Ended December 31, 1994* (1) (2) 10.13 Employment Agreement between the Company and Exhibit 10.23 to Annual Report on Form 10-K, Bridget D. Furbee dated January 1, 1995 for Year Ended December 31, 1994* (1) (2) 10.14 Restructuring Agreement with McJunkin Exhibit 28.03 to Report on Form 8-K dated Corporation November 21, ~1988* (1) 10.15 Amended & Restated Credit Agreement among Filed herewith Alamco, Inc., Alamco-Delaware, Inc. and Bank One, Texas, N.A. dated October 1, 1995 10.16 Alamco, Inc. 1982 Employees' Stock Option Plan Exhibit 4.1 to Registration Statement on Form S-8 filed October 9, 1987 at Registration No. 33-17841* (2) 10.17 Alamco, Inc. 1982 Outside Directors' Stock Exhibit 4.2 to Registration Statement on Option Plan Form S-8 filed October 9, 1987 at Registration No. 33-17841* (2) 10.18 Form of Nonstatutory Stock Option Agreement Exhibit 4.3 to Registration Statement on dated March 8, 1991, as amended by Amendment Form S-8 filed May 22, 1992 at Registration No. 1 dated April 15, 1992 (for options No. 33-47192* (2) granted to Richard R. Hoffman) 10.19 Alamco, Inc. 1992 Employees' Stock Option Plan Exhibit 4.3 to Registration Statement on Form S-8 filed May 22, 1992 at Registration No. 33-47193* (2) 10.20 Alamco, Inc. 1992 Equity Compensation Plan for Exhibit 4.3 to Registration Statement on Outside Directors Form S-8 filed May 22, 1992 at Registration No. 33-47195* (2) 10.21 The First National Bank of Morgantown, N.A. Exhibit 10.19 to Annual Report on Form 10-K, 401(k) Trust Agreement for Year Ended December 31, 1992* (1) (2) 10.22 Alamco, Inc. Savings and Protection Plan, Exhibit 10.20 to Annual Report on Form 10-K, effective as of October 1, 1987, as amended for Year Ended December 31, 1992* (1) (2) and restated as of January 1, 1991 10.23 Amendment to the Alamco, Inc. Savings and Exhibit 10.21 to Annual Report on Form 10-K, Protection Plan dated June 23, 1992 for Year Ended December 31, 1992* (1) (2) 10.24 Second Amendment to the Alamco, Inc. Savings Exhibit 10.32 to Annual Report on Form 10-K, and Protection Plan effective January 1, 1993 for Year Ended December 31, 1993* (1) (2) 10.25 Third Amendment to the Alamco, Inc. Savings Exhibit 10.38 to Annual Report on Form 10-K, and Protection Plan effective January 1, 1993 for Year Ended December 31, 1994* (1) (2) 10.26 Form of Indemnification Agreement (for Exhibit 10.25 to Registration Statement on directors/officers to which John L. Schwager, Form S-2 filed on June 10, 1993 at Richard R. Hoffman, Stephen L. Barr, James B. Registration No. 33-64234* Gehr, Robert S. Maust, Thomas M. Levine and James H. Weber are parties) 10.27 Form of Indemnification Agreement (for Exhibit 10.26 to Registration Statement on officers only to which Bridget D. Furbee is a Form S-2 filed on June 10, 1993 at party) Registration No. 33-64234* 10.28 Alamco, Inc. Directors Deferred Income Plan Filed herewith effective June 15, 1995 21.1 Subsidiaries of the Company: HAWG Hauling & Disposal, Inc., a West Virginia corporation Alamco-Delaware, Inc., a Delaware corporation Phoenix-Alamco Ventures, a West Virginia limited liability 23.1 Independent Auditors Consent dated February Filed herewith 28, 1996 23.2 Independent Petroleum Engineers Consent dated Filed herewith February 27, 1996 27 Financial Data Schedule Filed herewith Note (1): Commission File No. 1-8490 Note (2): Indicates management contracts and compensation plans.