<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X} Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to _________________
Commission File Number 1-7908
--------
ADAMS RESOURCES & ENERGY, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 74-1753147
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park, Houston, Texas 77027
--------------------------------------------------
(Address of principal executive office & Zip Code)
Registrant's telephone number, including area code (713) 881-3600
----------------
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
----- -----
The number of shares of Common Stock of the Registrant, par value $.10 per
share, outstanding at October 31, 1999 was 4,217,596.
<PAGE> 2
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE:
Marketing .................................. $ 2,333,199 $ 1,394,599 $ 1,061,370 $ 533,893
Transportation ............................. 25,723 24,215 8,798 7,223
Oil & gas .................................. 2,593 4,790 877 1,274
----------- ----------- ----------- -----------
2,361,515 1,423,604 1,071,045 542,390
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Operating
Marketing ................................ 2,324,002 1,388,723 1,058,088 532,151
Transportation ........................... 23,338 21,317 8,109 6,427
Oil & gas ................................ 1,609 2,659 557 720
Corporate general and administrative ....... 2,152 1,825 725 668
Depreciation, depletion and amortization ... 4,947 6,288 1,652 2,036
----------- ----------- ----------- -----------
2,356,048 1,420,812 1,069,131 542,002
----------- ----------- ----------- -----------
Operating earnings ............................ 5,467 2,792 1,914 388
Other income (expense):
Property sales and other ................... 863 78 158 (30)
Interest ................................... (53) (268) (10) (122)
----------- ----------- ----------- -----------
810 (190) 148 (152)
----------- ----------- ----------- -----------
Earnings before income taxes ............... 6,277 2,602 2,062 236
Income tax provision
Current .................................. 448 770 214 68
Deferred ................................. 1,200 225 300 25
----------- ----------- ----------- -----------
1,648 995 514 93
----------- ----------- ----------- -----------
Net earnings .................................. $ 4,629 $ 1,607 $ 1,548 $ 143
=========== =========== =========== ===========
Basic and diluted net earnings
per common share ........................... $ 1.10 $ .38 $ .37 $ .03
=========== =========== =========== ===========
Dividends .................................. $ -- $ -- $ -- $ --
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- Marketing
Marketing division revenues, operating earnings and significant
operating statistics were as follows (in thousands, except price information):
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $2,333,199 $1,394,599 $1,061,370 $ 533,893
Operating earnings $ 6,813 $ 3,542 $ 2,544 $ 965
Purchase Volume and
Price Information
Wellhead Purchases
Per day (1) 211 Bbls 112 Bbls 244 Bbls 126 Bbls
Average Crude
Oil Price per Bbl $ 16.88 $ 12.20 $ 19.64 $ 11.95
</TABLE>
(1) Reflects the volume of crude oil purchased from third parties at the
lease level and shipped to market.
Year-to-date September 30, 1999 and third quarter 1999 marketing
revenues increased by 67% and 99%, respectively, over the comparative 1998
periods. The revenue growth resulted from increased purchase volumes together
with rising crude oil prices as shown above. While marketing volumes were
increasing, marketing operating earnings were able to increase at a faster rate
as administration of the volume increase was substantially absorbed by the
existing overhead structure. In addition, during the second quarter of 1999, the
Company was selling its crude oil inventory into a market experiencing rising
prices. This afforded the Company improved sales margins.
Transportation
Transportation revenues and operating earnings were as follows (in
thousands):
<TABLE>
<CAPTION>
Nine Months Ended Increase Three Months Ended Increase
September 30, (Decrease) September 30, (Decrease)
----------------- ---------- ------------------ ----------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues $25,723 $24,215 6% $ 8,798 $ 7,223 22%
Operating earnings $ 1,597 $ 2,197 (27%) $ 399 $ 538 (26%)
</TABLE>
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<PAGE> 4
During the second quarter of 1999, the Company began to experience an
increase in the demand for its petrochemical trucking services. This trend
continued in the third quarter of 1999 as trucking revenues improved to
$8,798,000 versus $7,223,000 in the prior year period. While revenue increased,
operating earnings have declined in 1999 as a result of higher fuel prices and
driver wage scales.
- Oil and Gas
Oil and gas division revenues and operating earnings are primarily a
function of crude oil and natural gas prices and volumes. Comparative amounts
are as follows (in thousands, except price information):
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 2,593 $ 4,790 $ 877 $ 1,274
Operating earnings (loss) $ (791) $ (1,122) $ (304) $ (447)
Volume/Price Information:
Crude oil
Volume 33 Bbls 56 Bbls 12 Bbls 20 Bbls
Average price per Bbl $ 13.58 $ 12.90 $ 16.79 $ 11.55
Natural gas
Volume 1,200 Mcf 2,180 Mcf 340 Mcf 555 Mcf
Average price per Mcf $ 1.77 $ 1.90 $ 2.09 $ 1.86
</TABLE>
Oil and gas division revenues were reduced in both the nine month and
three month periods of 1999 relative to 1998 due to normal production declines.
The operating loss in 1999 is reduced from the levels experienced in 1998
despite the current year volume declines. This apparent contradiction results
because $1,404,000 of 3-D seismic geophysical costs were incurred and expensed
in 1998, of which $360,000 was charged against third quarter 1998 earnings.
Depreciation, depletion, and amortization
The provision for depreciation, depletion and amortization is reduced
in the current quarter due to lower oil and gas production volumes.
- Other income (expense)
Property sales and other income of $863,000 and $78,000, respectively,
resulted primarily from gains realized on the sale of forty-five truck tractors
in the first quarter of 1999 and from the sale of a former gasoline service
station location during the first quarter of 1998. Interest expense is reduced
in
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<PAGE> 5
1999 because the Company used its excess cash flow to reduce its level of
long-term debt.
Liquidity and Capital Resources
Cash flow from operations before working capital items for the first
nine months of 1999 totaled $10,099,000. The portion of cash flow invested in
transportation operations totaled $1,564,000, while marketing equipment
additions totaled $1,850,000 and $636,000 went toward oil and gas drilling. The
remaining $6 million of cash flow before working capital items served to reduce
bank debt and bolster cash reserves. As the marketing business continues to
grow, the availability of trade credit becomes increasingly critical to the
success of the Company's operations. Thus, management places great importance on
maintaining a strong liquid balance sheet.
Effective October 1, 1999, the Company formed Adams Resources
Marketing, Ltd. ("ARM") to commence operations as a wholesale purchaser,
distributor and marketer of natural gas. In connection with the formation of the
new venture, Adams Resources hired substantially all of the personnel
(approximately 20 individuals) formerly employed by H&N Gas, Ltd., a privately
held natural gas marketing concern. The Company paid no cash and assumed no debt
in order to complete this transaction.
ARM's operation will focus on the purchase of natural gas at the
producer level and the new venture anticipates purchasing approximately 1 BCF of
natural gas per day at the wellhead. Business will be concentrated among
approximately 60 independent producers with the primary production area being
the offshore Gulf of Mexico region. In connection with this operation, the
Company has established a separate $22 million letter of credit facility with a
commercial bank. Management is currently estimating that annual revenues from
this start-up venture will approximate $1 billion
Refer to the "Liquidity and Capital Resources" section of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 for additional
discussion of the Company's bank relationships and other matters.
Year 2000
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. Beginning in the
year 2000, these date code fields will need to accept four-digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and software used by many companies may need to be upgraded to comply
with such "Year 2000" requirements. Significant uncertainty exists concerning
the potential effects associated with such compliance, but systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail.
The Company has completed a review of its key computer systems and has
implemented certain new operating systems applications necessary to resolve
potential year 2000 compliance issues. As of September 30, 1999, the Company had
incurred and expensed approximately $200,000 of costs to become year 2000
compliant. As of November 1, 1999, the Company believes that all of its entered
systems are year 2000 compliant.
-5-
<PAGE> 6
The Company has communicated with software vendors, business partners
and others with which it conducts business to provide assurances that their
systems will be year 2000 compliant. Adams could be adversely affected by the
failure of these unaffiliated companies to adequately address the year 2000
issue. Contingency planning is included in this assessment to identify
arrangements to mitigate the impact of disruptions from outside sources.
-6-
<PAGE> 7
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................... $ 38,194 $ 10,215
Accounts receivable, net ........................... 161,749 73,864
Inventories ........................................ 6,950 8,288
Prepaid and other .................................. 1,017 801
--------- ---------
Total current assets .................. 207,910 93,168
--------- ---------
Property and equipment ................................ 64,348 64,019
Less - accumulated depreciation,
depletion and amortization .................. (38,106) (36,226)
--------- ---------
26,242 27,793
--------- ---------
Other assets .......................................... 177 1,373
--------- ---------
$ 234,329 $ 122,334
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................... $ 183,160 $ 78,444
Accrued and other liabilities ...................... 8,505 3,869
--------- ---------
Total current liabilities ................... 191,665 82,313
Long-term debt, less current maturities ............... 6,000 9,100
Deferred taxes and other liabilities .................. 1,979 865
--------- ---------
199,644 92,278
Shareholders' equity:
Preferred stock - $1.00 par value, 960,000 shares
authorized, none outstanding .................... -- --
Common stock - $.10 par value, 7,500,000
shares authorized, 4,217,596 shares
outstanding ..................................... 422 422
Contributed capital ................................. 11,693 11,693
Retained earnings since December 31, 1992 ........... 22,570 17,941
--------- ---------
Total shareholders' equity ................... 34,685 30,056
--------- ---------
$ 234,329 $ 122,334
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 8
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1999 1998
--------- ---------
<S> <C> <C>
CASH PROVIDED (USED) BY OPERATIONS:
Net earnings ............................................. $ 4,629 $ 1,607
Items of income not requiring (providing) cash -
Depreciation, depletion and amortization ............... 4,947 6,288
Deferred income taxes .................................. 1,200 --
Gain on sale of properties ............................. (590) (78)
Other, net ............................................. (87) (522)
Decrease (increase) in accounts receivable ............... (87,885) 3,110
Decrease (increase) in inventories ....................... 1,338 (316)
Decrease (increase) in prepaid and other ................. (216) 622
Increase (decrease) in accounts payable .................. 104,716 (719)
Increase (decrease) in accrued liabilities ............... 4,636 257
--------- ---------
Net cash provided (required) by operating activities ... 32,688 10,249
--------- ---------
INVESTING ACTIVITIES:
Property and equipment additions ......................... (4,050) (7,534)
Proceeds from property sales ............................. 1,245 170
Recovery of escrow cash .................................. 1,196 --
--------- ---------
Net cash provided by (used in) investing activities .... (1,609) (7,364)
--------- ---------
FINANCING ACTIVITIES:
Borrowings from bank .................................... -- 900
Repayment of debt ....................................... (3,100) (71)
--------- ---------
Net cash provided by (used in) financing activities ..... (3,100) 829
--------- ---------
Increase (decrease) in cash and cash equivalents ........... 27,979 3,714
Cash at beginning of period ................................ 10,215 6,496
--------- ---------
Cash at end of period ...................................... $ 38,194 $ 10,210
========= =========
Supplemental disclosure of cash flow information:
Interest paid during the period .......................... $ 53 $ 268
========= =========
Income taxes paid during the period ...................... $ 651 $ 550
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 9
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying condensed consolidated financial statements are
unaudited but, in the opinion of the Company's management, include all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of financial position at September 30, 1999 and December 31, 1998
and results of operations and cash flows for the nine months ended and three
months ended September 30, 1999 and 1998. Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to Securities and Exchange Commission rules and regulations,
although the Company believes the disclosures made are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements, and the notes thereto, included in the Company's latest annual
report on Form 10-K. The interim statement of operations is not necessarily
indicative of results to be expected for a full year.
Note 2 - Long-term debt
The Company has amended its revolving bank loan agreements to extend
the initial maturity date from October 27, 2000 to October 27, 2001. All other
terms of the bank loan facility remain substantially unchanged.
Note 3 - Segment Reporting
The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" effective January 1, 1998. Under this new
standard, companies are required to report certain information about operation
segments in consolidated statements. Operating segments are determined based on
the method by which management organizes its business for making operating
decisions and assessing performance.
-9-
<PAGE> 10
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
The Company is primarily engaged in the business of crude oil and
petroleum products marketing, transportation, and oil and gas exploration and
production. Information concerning the Company's various business activities is
summarized as follows (in thousands):
<TABLE>
<CAPTION>
Depreci-
ation,
Earnings Depletion Property
(Loss) and and
from Amorti- Equipment
Revenues Operations zation Additions
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
For the nine months ended
September 30, 1999
Marketing .................... $2,333,199 $ 6,813 $ 2,384 $ 1,850
Transportation ............... 25,723 1,597 788 1,564
Oil and gas .................. 2,593 (791) 1,775 636
---------- ---------- ---------- ----------
$2,361,515 $ 7,619 $ 4,947 $ 4,050
========== ========== ========== ==========
For the nine months ended
September 30, 1998
Marketing .................... $1,394,599 $ 3,542 $ 2,334 $ 2,281
Transportation ............... 24,215 2,197 701 2,464
Oil and gas .................. 4,790 (1,122)(1) 3,253 2,789
---------- ---------- ---------- ----------
1,423,604 $ 4,617 $ 6,288 $ 7,534
========== ========== ========== ==========
For the three months ended
September 30, 1999
Marketing .................... $1,061,370 $ 2,544 $ 738 $ 830
Transportation ............... 8,798 399 290 619
Oil and gas .................. 877 (304) 624 370
---------- ---------- ---------- ----------
$1,071,045 $ 2,639 $ 1,652 $ 1,819
========== ========== ========== ==========
For the three months ended
September 30, 1998
Marketing .................... $ 533,893 $ 965 $ 778 $ 534
Transportation ............... 7,223 538 257 1,006
Oil and gas .................. 1,274 (447)(1) 1,001 1,532
---------- ---------- ---------- ----------
$ 542,390 $ 1,056 $ 2,036 $ 3,072
========== ========== ========== ==========
</TABLE>
(1) Includes a $1,404,000 earnings decrease caused by the Company
expensing certain 3-D seismic geophysical costs.
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<PAGE> 11
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
Identifiable assets by industry segment are as follows (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Marketing ........................ $171,889 $ 86,510
Transportation ................... 14,684 13,947
Oil and gas ...................... 9,292 10,227
Other ............................ 38,464 11,650
-------- --------
$234,329 $122,334
======== ========
</TABLE>
Intersegment sales are insignificant. Other identifiable assets are
primarily corporate cash, accounts receivable, and properties not identified
with any specific segment of the Company's business. All sales by the Company
occurred in the United States.
Earnings from operations by segment represent revenues less operating
costs and expenses and depreciation, depletion and amortization and are
reconciled to earnings from operations before income taxes, as follows (in
thousands):
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Earnings from operations .............. $ 7,619 $ 4,617 $ 2,639 $ 1,056
General and administrative expenses ... (2,152) (1,825) (725) (668)
Property sales and other .............. 863 78 158 (30)
Interest expense ...................... (53) (268) (10) (122)
------- ------- ------- -------
Earnings before income taxes .......... $ 6,277 $ 2,602 $ 2,062 $ 236
======= ======= ======= =======
</TABLE>
Note 3 - Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
Statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Qualifying hedges allow a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a
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<PAGE> 12
company must formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133 is effective for fiscal
years beginning after June 15, 2000. The standard cannot be applied
retroactively but early adoption is permitted. The Company has not yet
determined the impacts of adopting SFAS No. 133; however, this standard could
increase volatility in earnings and shareholder's equity through other
comprehensive income.
On January 1, 1999 the Company adopted the Emerging Issues Task Force's
(EITF) Issue 98-10, "Accounting for Contracts Involved in Energy Trading and
Risk Management Activities." Issue 98-10 is effective for fiscal years beginning
after December 15, 1998, and requires energy trading contracts (as defined) to
be recorded at fair value on the balance sheet, with the change in fair value
included in earnings. The effect of initial adoption on January 1, 1999 was not
significant. The accompanying statements of operations include a net credit of
$462,000 to reflect income from marketing operations for the current period
relating to such activities. The accompanying balance sheet reflects the fair
value of the trading asset or $1,368,000 in other current assets and the fair
value of the trading liability or $906,449 in current liabilities.
Note 4 - Subsequent Event
Effective October 1, 1999, the Company formed Adams Resources
Marketing, Ltd. ("ARM") to commence operations as a wholesale purchaser,
distributor and marketer of natural gas. In connection with the formation of the
new venture, Adams Resources hired substantially all of the personnel
(approximately 20 individuals) formerly employed by H&N Gas, Ltd., a privately
held natural gas marketing concern. The Company paid no cash and assumed no debt
in order to complete this transaction.
ARM's operation will focus on the purchase of natural gas at the
producer level and the new venture anticipates purchasing approximately 1 BCF of
natural gas per day at the wellhead. Business will be concentrated among
approximately 60 independent producers with the primary production area being
the offshore Gulf of Mexico region. In connection with this operation, the
Company has established a separate $22 million letter of credit facility with a
commercial bank. Management is currently estimating that annual revenues from
this start-up venture will approximate $1 billion.
-12-
<PAGE> 13
PART II. OTHER INFORMATION
Item 1. - None
Item 2. - None
Item 3. - None
Item 4. - None
Item 6. Exhibits and Reports on Form 8K
a. Exhibits - None.
b. Reports on Form 8-K - None.
-13-
<PAGE> 14
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADAMS RESOURCES & ENERGY, INC.
(Registrant)
By /s/ K. S. Adams,Jr.
--------------------------------------
K. S. Adams, Jr.
Chief Executive Officer
By /s/ Richard B.Abshire
--------------------------------------
Richard B. Abshire
Chief Financial Officer
Date: November 10, 1999
-----------------
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<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27* - Financial Data Schedule
</TABLE>
- --------
* - Filed herewith
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 38,194
<SECURITIES> 0
<RECEIVABLES> 162,002
<ALLOWANCES> (253)
<INVENTORY> 6,950
<CURRENT-ASSETS> 207,910
<PP&E> 64,348
<DEPRECIATION> (38,106)
<TOTAL-ASSETS> 234,329
<CURRENT-LIABILITIES> 191,665
<BONDS> 6,000
0
0
<COMMON> 422
<OTHER-SE> 34,263
<TOTAL-LIABILITY-AND-EQUITY> 234,329
<SALES> 2,361,515
<TOTAL-REVENUES> 2,361,515
<CGS> 2,348,949
<TOTAL-COSTS> 2,355,185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53
<INCOME-PRETAX> 6,277
<INCOME-TAX> 1,648
<INCOME-CONTINUING> 4,629
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,629
<EPS-BASIC> 1.10
<EPS-DILUTED> 1.10
</TABLE>
