<PAGE> 1
UNITED STATES 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, 1999
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 1-7908
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 Identification No.)
incorporation or organization)
5 POST OAK PARK STE. 2700
HOUSTON, TEXAS 77027
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 881-3600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
- -------------------------------- ---------------------------------------------
COMMON STOCK, $.10 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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
-----
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 the
filing requirements for the past 90 days. YES X NO
----- ----
A total of 4,217,596 shares of Common Stock were outstanding at March 14,
2000.
The aggregate market value of the voting stock held by nonaffiliates as of
March 14, 2000 was $23,361,693.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Annual Meeting of Stockholders to be held
April 26, 2000 are incorporated by reference in Part III.
<PAGE> 2
PART I
Items 1 and 2. BUSINESS AND PROPERTIES.
General
Adams Resources & Energy, Inc. and its subsidiaries (the "Company") are
engaged in the business of crude oil, natural gas and petroleum products
marketing, as well as tank truck transportation of liquid chemicals and oil and
gas exploration and production.
The revenues and operating earnings for each industry segment and the
identifiable assets attributable to each industry segment for the three years
ended December 31, 1999 are set forth in Note 8 of the Notes to Consolidated
Financial Statements included elsewhere herein.
Marketing
Through its subsidiary, GulfMark Energy, Inc., the Company purchases crude
oil at the wellhead and arranges transportation to refiners and other customers.
The crude oil is transported via common carrier pipeline, barge or truck.
Activity is primarily concentrated offshore Louisiana and onshore in Texas.
Wellhead purchases of crude oil currently approximate 275,000 barrels per day.
As part of this business, the Company operates 55 tractor-trailer rigs and
maintains over 100 pipeline inventory locations or injection stations. In
addition, the Company owns and operates a 7.5 mile 6 inch crude oil gathering
pipeline in the Louisiana offshore, Ship Shoal area. Two separate crude oil
pipeline systems in the Gulf Coast region of Texas are also owned and operated
by the Company.
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. ARM's focus is on the purchase of natural gas at the producer
level and the Company anticipates purchasing approximately 1 BCF of natural gas
per day at the wellhead. Business is concentrated among approximately 60
independent producers with the primary production area being the offshore Gulf
of Mexico region.
Crude oil and natural gas is generally purchased at indexed prices that
fluctuate with market conditions. The product is transported and either sold
outright at the field level or buy-sell arrangements (trades) are made in order
to minimize transportation costs or maximize the sales price. Except in certain
situations where back-to-back fixed price trades are in place, the contracted
sales price is also pegged to an index that fluctuates with market conditions.
This reduces the Company's loss exposure from sudden changes in commodity
prices. A key element of profitability is the differential between market prices
at the field level and at the various trade points. Such price differentials
vary with local supply and demand conditions. Unforeseen fluctuations in price
differentials can impact financial results either favorably or unfavorably. In
addition, through its trading activities, the Company attempts to capture
additional margins that may exist between the futures market and cash market
pricing. While the Company's policies are designed to minimize market risk, some
degree of exposure to unforeseen fluctuations in market conditions remains.
Operating results are sensitive to a number of factors. Such factors
include commodity location, grades or types of crude oil, individual customer
demand for specific grades or location of product,
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localized area market price structures, availability of transportation
facilities, and timing and costs involved in delivering the commodity to
customers. The term "basis risk" is generally utilized in the industry to
describe the inherent market price risk created when a commodity of a certain
location or grade is purchased, sold or exchanged versus a purchase, sale or
exchange of a like commodity of varying location or grade. The Company attempts
to reduce its exposure to basis risk by grouping its purchase and sale
activities by geographical region in order to stay balanced within such
designated region. However, there can be no assurance that all basis risk is
eliminated.
Crude oil and natural gas marketing revenues totaled $3.9 billion for 1999
and the Company believes alternative customers are available should any of its
customers reduce the level of their purchases.
Through its subsidiary, Ada Resources, Inc., the Company markets branded
and unbranded refined petroleum products, such as gasoline and diesel fuel. The
marketing service area includes primarily metropolitan Houston and the
surrounding one hundred miles. Purchases are made at the suppliers' established
jobber prices with such prices generally being lower than the Company's sales
price to its customers. The Company is also a supplier of industrial lubricants,
oils and greases. The primary product distribution and warehousing facility is
located on 5.5 owned acres in Houston, Texas. This property includes a 60,000
square foot warehouse, 11,000 square feet of office space, bulk storage for
25,000 gallons of motor fuels and a storage facility for 200,000 gallons of
lubricating oil.
Petroleum products marketing revenues totaled $39 million for 1999 and the
Company believes alternative customers are available should any of its customers
reduce the level of their purchases.
Tank Truck Transportation
Through its Service Transport Company subsidiary, the Company transports
liquid chemicals and petroleum products on a "for hire" basis throughout the
Continental United States and Canada. Transportation service is provided to over
400 customers under contracts and on a call and demand basis. Pursuant to
regulatory requirements, the Company holds a Hazardous Materials Certificate of
Registration issued by the U.S. Department of Transportation.
The Company presently operates 270 truck tractors and 388 tank trailers and
maintains truck terminals in Houston, Corpus Christi, and Nederland, Texas as
well as St. Gabriel, Louisiana and Mobile (Saraland), Alabama. Transportation
operations are headquartered at the Houston terminal facility. This terminal is
situated on 22 owned acres and includes maintenance facilities, an office
building and a six bay internal tank washrack and water treatment system. The
Company's St. Gabriel, Louisiana terminal is situated on 11.5 owned acres and
includes an office building, maintenance bays and a tank cleaning facility.
Service Transport Company has maintained its registration to the ISO-9002
Quality Management Standard. The scope of this Quality System Certificate,
registered in both the United States and Europe, covers the carriage of bulk
liquids throughout their area of operations as well as the tank trailer cleaning
facilities and equipment maintenance. The Company's quality management process
is one of its major assets. The practice of using statistical process control
covering safety, on-time performance and customer satisfaction aids the Company
to continuously improve in all areas of quality service to customers.
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Oil and Gas Exploration and Production
The Company is actively engaged in the exploration and development of
domestic oil and gas properties primarily in the state of Texas. Exploration
offices are maintained at the Company's headquarters in Houston and the Company
holds an interest in 256 wells, of which 58 are Company-operated.
Producing Wells--The following table sets forth the Company's gross and net
productive wells at December 31, 1999. Gross wells are the total number of wells
in which the Company has an interest, while net wells are the sum of the
fractional interests owned.
<TABLE>
<CAPTION>
Oil Wells Gas Wells Total Wells
--------- --------- -----------
Gross Net Gross Net Gross Net
----- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Texas 99 16.36 22 5.94 121 22.30
Other 112 4.65 23 2.83 135 7.48
--- ----- -- ---- --- -----
211 21.01 45 8.77 256 29.78
=== ===== == ==== === =====
</TABLE>
Acreage--The following table sets forth the Company's gross and net
developed and undeveloped acreage as of December 31, 1999.
<TABLE>
<CAPTION>
Developed Acreage Undeveloped Acreage
----------------- -------------------
Gross Net Gross Net
------ ------ ------ ------
<S> <C> <C> <C> <C>
Texas 55,516 10,552 83,400 7,560
Other 7,196 1,777 8,003 1,559
------ ------ ------ -----
62,712 12,329 91,403 9,119
====== ====== ====== =====
</TABLE>
Drilling Activity--The following table sets forth the Company's drilling
activity for each of the three years ended December 31, 1999. All drilling
activity was offshore Louisiana or onshore in Texas and Louisiana.
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ---
<S> <C> <C> <C> <C> <C> <C>
Exploratory wells drilled
- Productive 1 .06 1 .13 - -
- Dry 5 .64 1 .13 - -
Development wells drilled
- Productive 10 .44 10 1.82 14 1.99
- Dry 2 .15 - - - -
</TABLE>
Production and Reserve Information--The Company's estimated net quantities
of proved oil and gas reserves, the estimated future net cash flows and present
value of future net cash flows from oil and gas reserves before income taxes,
calculated at a 10% discount rate for the three years ended December 31, 1999,
are presented in the table below.
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<TABLE>
<CAPTION>
December 31,
--------------------------
1999 1998 1997
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Crude oil (Barrels) 597 195 211
Natural gas (Mcf) 7,387 9,248 9,761
Future net cash flows $21,848 $12,710 $18,468
Present value of future net cash flows $13,011 $ 7,606 $13,644
</TABLE>
The estimates of the Company's oil and gas reserves and future net revenues
therefrom as of December 31, 1999, were made by the Company's petroleum
engineers. The reserve estimates provided at December 31, 1999 are based on
year-end market prices of $24.06 per barrel for crude oil and $2.36 per Mcf for
natural gas.
Reserve estimates are based on many judgmental factors. The accuracy of
reserve estimates depends on the quantity and quality of geological data,
production performance data and reservoir engineering data, as well as the skill
and judgment of petroleum engineers in interpreting such data. The process of
estimating reserves involves continual revision of estimates (usually on an
annual basis) as additional information is made available through drilling,
testing, reservoir studies and acquiring historical pressure and production
data. In addition, the discounted present value of estimated future net revenues
should not be construed as the fair market value of oil and gas producing
properties. Such estimates do not necessarily portray a realistic assessment of
current value or future performance of such properties. Such revenue
calculations are also based on estimates by petroleum engineers as to the timing
of oil and gas production, and there is no assurance that the actual timing of
production will conform to or approximate such estimates. Also, certain
assumptions have been made with respect to pricing; essentially, the estimates
assume that prices will remain constant from the date of the engineer's
estimates except for changes reflected under natural gas sales contracts. There
can be no assurance that actual future prices will not vary as industry
conditions, governmental regulation and other factors impact the market price
for oil and gas.
The Company's net oil and gas production for the three years ended December
31, 1999 has been as follows:
<TABLE>
<CAPTION>
Years Ended Crude Oil Natural
December 31, (Barrels) Gas (Mcf)
------------ --------- ---------
<S> <C> <C> <C>
1999 ............................ 42,000 1,435,000
1998 ............................ 68,000 2,552,000
1997 ............................ 62,000 3,795,000
</TABLE>
Certain financial information relating to the Company's oil and gas
activities is summarized as follows:
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<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998 1997
----- ---- ------
<S> <C> <C> <C>
Average oil and condensate
sales price per Bbl ......................... $16.27 $12.37 $19.88
Average natural gas
sales price per Mcf ......................... $ 1.92 $ 1.89 $ 2.29
Average production cost,
per equivalent Bbl, charged to expense ...... $ 4.35 $ 3.13 $ 2.62
</TABLE>
The average crude oil and natural gas sales price received for December
1999 production was $23.09 per barrel and $2.19 per Mcf, respectively.
The Company has had no reports to Federal authorities or agencies of
estimated oil and gas reserves except for a required report on the Department of
Energy's "Annual Survey of Domestic Oil and Gas Reserves." The Company is not
obligated to provide any fixed and determinable quantities of oil or gas in the
future under existing contracts or agreements associated with its oil and gas
exploration and production segment.
Reference is made to the Supplementary Financial Data following the Notes
to Consolidated Financial Statements for additional disclosures relating to oil
and gas exploration and production activities.
Employees and other
At December 31, 1999 the Company employed 643 persons, 16 of whom were
employed in oil and gas exploration and production, 244 in the marketing of
crude oil, natural gas and petroleum products, 377 in transportation operations
and 6 in administrative capacities. None of the Company's employees are
represented by a union. Management believes its employee relations are
satisfactory.
The Company leases approximately 12,000 square feet of office space for its
executive offices located at 5 Post Oak Park, Suite 2700, Houston, Texas.
Competition
In all phases of its operations, the Company encounters strong competition
from a number of entities. Many of these competitors possess and employ
financial and personnel resources substantially in excess of those which are
available to the Company. The Company faces competition principally in pricing
and quality of service. In its oil and gas operation, the Company also competes
for the acquisition of mineral properties. The Company's marketing division
competes with integrated oil companies which in some cases own or control
refining and marketing facilities. These major oil companies may offer their
products to others on more favorable terms than those available to the Company.
From time to time in recent years, there has been supply imbalances for
crude oil and natural gas in the marketplace. This in turn has led to
significant fluctuations in prices for crude oil and natural gas. As a result,
there is a high degree of uncertainty regarding the future market price for
crude oil and natural gas.
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Federal and State Taxation
The Company is subject to the provisions of the Internal Revenue Code of
1986, as amended (the "Code"). In accordance with the Code, the Company computes
its income tax provision based on a 34% tax rate. The Company's operations are
primarily conducted within the State of Texas. As such, the Company is subject
to a 4.5% state tax on corporate net taxable income as computed for federal
income tax purposes. Oil and gas activities are also subject to state and local
income, severance, property and other taxes. Management believes the Company is
currently in compliance with all federal and state tax regulations.
Forward-Looking Statements--Safe Harbor Provisions
This annual report for the year ended December 31, 1999 contains certain
forward-looking statements which are intended to be covered by the safe harbors
provided under Federal securities law and regulation. To the extent such
statements are not recitations of historical fact, forward-looking statements
involve risks and uncertainties. In particular, statements under the captions
(a) Production and Reserve Information, (b) Competition, (c) Regulatory Status
and Potential Environmental Liability, (d) Management's Discussion and Analysis
of Financial Condition and Results of Operations, (e) Use of Estimates, (f)
Income Taxes, (g) Concentration of Credit Risk, (h) Commitments and
Contingencies, and (i) Supplementary Financial Data, among others, contain
forward-looking statements. Where the Company expresses an expectation or belief
to future results or events, such expression is made in good faith and believed
to have a reasonable basis in fact. However, there can be no assurance that such
expectation or belief will actually result or be achieved.
A number of factors could cause actual results or events to differ
materially from those anticipated. Such factors include, (a) general economic
conditions, (b) fluctuations in hydrocarbon prices and margins, (c)
unanticipated environmental liabilities or regulatory changes, (d) the
availability and cost of insurance, (e) changes in tax laws, and (f) the
availability of capital, among others.
Environmental Compliance and Regulation
The Company is subject to an extensive variety of evolving United States
federal, state and local laws, rules and regulations governing the storage,
transportation, manufacture, use, discharge, release and disposal of product and
contaminants into the environment, or otherwise relating to the protection of
the environment. A non-exclusive listing of the environmental laws which
potentially impact the Company's Regulated Environmental Activities is set out
below:
Resource Conservation and Recovery Act of 1976, as amended in 1984 ("RCRA")--The
United States Congress enacted RCRA in 1976 and amended it in 1984. RCRA
established a comprehensive regulatory framework for the management of hazardous
wastes at active facilities. RCRA creates a "cradle to grave" system for
managing hazardous wastes. Those who generate, transport, treat, store or
dispose of waste above certain quantities are required to undertake certain
performance, testing and record keeping. The 1984 amendments to RCRA known as
the Hazardous and Solid Waste Amendments "HSWA" increased the scope of RCRA to
regulate small quantity hazardous waste generators and waste oil handlers and
recyclers as well as require the identification and regulation of underground
storage tanks in which liquid petroleum or hazardous substances were stored.
HSWA and its implementing regulations require the notification to designated
state agencies of the existence and condition of regulated underground storage
tanks and impose design, construction and installation requirements; leak
detection, reporting, and cleanup requirements; tank closure and removal
requirements; and fiscal responsibility requirements. RCRA specifically excludes
"drilling fluids, produced waters, and other
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wastes associated with the exploration, development, or production of crude oil,
natural gas or geothermal energy."
Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA" or "Superfund") as amended in 1986--CERCLA established the Superfund
program to clean up inactive sites at which hazardous substances had been
released. Superfund has been interpreted to create strict, joint and several
liability for the costs of removal and remediation, other necessary response
costs and damages for injury to natural resources. Superfund liability extends
to generators of hazardous substances, as well as to (i) the current owners and
operators of a site at which hazardous substances were disposed; (ii) any prior
owner or operator of the site at the time of disposal; and (iii) waste
transporters who selected such facilities for treatment or disposal of hazardous
substances. CERCLA allows the United States Environmental Protection Agency
("EPA") to investigate and remediate contaminated sites and to recover the costs
of such activities (response costs), as well as damages to natural resources,
from parties specified as liable under the statute. CERCLA also authorizes
private parties who incur response costs to seek recovery from statutorily
liable parties. CERCLA was amended by the Superfund Amendments and
Reauthorization Act of 1986 ("SARA"). SARA provides a separate funding mechanism
for the clean up of underground storage tanks. CERCLA excludes petroleum,
including crude oil or any fraction thereof, with certain limitations from the
definition of "hazardous substances" for which liability for clean up of a
contaminated site will attach. This exclusion also applies to those otherwise
hazardous substances which are inherent in petroleum, but not to those added to
or mixed with petroleum products.
The Clean Water Act of 1972, as amended (the "Clean Water Act")--The Clean Water
Act establishes water pollutant discharge standards applicable to many basic
types of manufacturing facilities and imposes standards on municipal sewage
treatment plants. The Clean Water Act requires states to set water quality
standards for significant bodies of water within their boundaries and to ensure
attainment and/or maintenance of those standards. Many industrial and
governmental facilities must apply for and obtain discharge permits, monitor
pollutant discharges and under certain conditions reduce certain discharges. The
Clean Water Act also requires pre-treatment of certain discharges prior to
release into a publicly owned treatment works.
Federal Oil Pollution Act of 1990 ("OPA")--The OPA amends the Clean Water Act
and expands the liability for the discharge of oil into navigable waters.
Liability is triggered by discharge or substantial threat of a discharge of oil
into navigable waters of adjoining shoreline from any vessel or any on-shore or
off-shore facility. OPA defines three classes of parties subject to liability:
1) owners, operators, and persons chartering vessels; 2) lessees and permitees
of areas where off-shore facilities are located; and 3) owners and operators of
on-shore facilities.
The Clean Air Act of 1970, as amended (the "Clean Air Act")--The Clean Air Act
required EPA to establish and ensure compliance with national ambient air
quality standards ("NAAQS") for certain pollutants. The NAAQS generally are to
be achieved by the individual states through state implementation plans
("SIPs"). SIPs typically attempt to meet the NAAQS by, among other things,
regulating the quantity and quality of emissions from specific industrial
sources. As required by the Clean Air Act, EPA also has established regulations
that limit emissions of specified hazardous air pollutants and other regulations
that limit emissions from new industrial sources within certain source
categories. The Clean Air Act was amended extensively in 1990, to, among other
things, impose additional emissions standards that must be implemented by the
EPA through regulations. The implementation of the Clean Air Act requirements is
accomplished in Texas by the Texas Natural Resources Conservation Commission
("TNRCC").
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The Toxic Substances Control Act of 1976 ("TSCA")--TSCA authorizes the EPA to
gather information on the risks of chemicals, and to monitor and regulate the
manufacture, distribution, processing, use and disposal of many chemicals.
The Emergency Planning and Community Right-to-Know Act ("EPCRA")--EPCRA requires
emergency planning notification, emergency release notification and reports with
respect to the storage and release of specified chemicals. Industry must provide
information to communities regarding the presence of extremely hazardous
substances at facilities within those communities.
The Occupational Safety and Health Administration Act ("OSHA")--OSHA regulates
exposure to toxic substances and other forms of workplace pollution. The
Department of Labor administers OSHA. OSHA specifies maximum levels of toxic
substance exposure. OSHA also sets out a "right-to-know" rule which requires
that workers be informed of, and receive training relating to, the physical and
health hazards posed by hazardous materials in the workplace.
Texas Clean Air Act and Texas Natural Resources Conservation Commission
Regulations--Pursuant to the federal Clean Air Act and the Texas Clean Air Act,
the TNRCC has established rules that, among other things, regulate various types
of emissions from industrial sources. Among these rules is a requirement that
each industrial source in Texas that emits any air pollutant be authorized by a
permit, or be exempt from permitting through a standard exemption or because
such facility was in existence as of August 30, 1971 and has not been modified
since then (i.e., is "grandfathered"). Industrial sources that are located in
areas in which the NAAQS have not been attained for certain pollutants
("non-attainment areas") and that emit such pollutants, are often subject to
additional and/or more stringent rules than similar facilities located in
attainment areas.
Texas Solid Waste Disposal Act ("TSWDA")--The TSWDA and the TNRCC regulations
promulgated thereunder regulate the generation and management of industrial
solid waste, including hazardous waste, and municipal solid waste. These
regulations include permitting requirements applicable to most facilities that
manage such wastes. The TNRCC regulations relating to the generation and
management of hazardous wastes implement the requirement of RCRA (discussed
above). The TSWDA also contains enforcement provisions that allow for civil and
criminal penalties and/or injunctive relief for violations of the TSWDA and/or
associated regulations. A state "superfund" program, which is similar to the
federal Superfund program, was also established by the TSWDA to provide
remediation of inactive sites at which hazardous substances have been released.
Texas Water Code--Chapter 26 of the Texas Water Code and the TNRCC regulations
promulgated thereunder prohibit the unauthorized discharge of waste into or
adjacent to waters of the State. They also regulate (including requiring
permits) industrial, domestic, and municipal wastewater discharges to ensure
that the state water quality standards are satisfied. The Texas Water Code
contains enforcement provisions that provide for civil and/or criminal penalties
and/or injunctive relief for violations of the Texas Water Code and/or
associated regulations. Another program mandated by the Texas Water Code
regulates underground storage tanks that store certain materials, including
among other materials gasoline, oil, and other petroleum products, and
established a fee-based fund to remediate contamination from leaking underground
storage tanks.
Texas Oil Spill Prevention and Response Act of 1991 ("OSPRA")--With respect to
oil spills in the marine environment, OSPRA provides a comprehensive legal
framework and funding system allowing the State to establish and monitor oil
spill prevention and response requirements for vessels and facilities that
handle oil, to establish and carry out an effective program for state response
to oil spills, to provide timely and equitable settlement and compensation of
claims for those harmed by oil spills, and to
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provide for assessment and restoration for environmental damage from oil spills.
OSPRA supports and compliments OPA.
State and Local Government Regulation--Many states have been authorized by the
EPA to enforce regulations promulgated under various federal statutes. In
addition, there are numerous other state as well as local authorities that
regulate the environment, some of which impose more stringent environmental
standards than Federal laws and regulations. The penalties for violations of
state law vary but typically include injunctive relief, recovery of damages for
injury to air, water or property and fines for non-compliance.
Oil and Gas Operations--The Company's oil and gas drilling and production
activities are generally subject to existing laws and regulations relating to
environmental quality and pollution control. One associated aspect of the
Company's oil and gas operation is the disposal of used drilling fluids,
saltwater, and crude oil sediments. In addition, at times low-level naturally
occurring radiation may occur with the production of crude oil and natural gas.
The Company's policy in these areas has been to comply with environmental
regulations and industry standards as they have historically existed.
Environmental standards in these areas are becoming increasingly stringent and
the Company, from time to time, has been required to remediate past practices.
Management believes that such required remediations in the future, if any, will
not have a material adverse impact on the Company's financial position or
results of operations.
All states in which the Company owns significant producing oil and gas
properties have statutory provisions regulating the production and sale of crude
oil and natural gas. Regulations generally require permits for the drilling of
wells and extend to the spacing of wells, the prevention of waste of oil and gas
reserves, the rate of production, prevention and clean-up of pollution and other
matters. In Texas, the Texas Railroad Commission is the state agency with
primary jurisdiction for regulating oil and gas operations.
Historically, the Federal government has instituted a number of regulations
designed to control and limit the market price for crude oil and/or natural gas.
Under the current market conditions and the recent deregulation practices of the
federal government, this area of federal law does not generally impact the
Company's operations.
Marketing Operations--The Company's marketing facilities are subject to a number
of state and federal environmental statutes and regulations, including the
regulation of underground fuel storage tanks. The EPA's Office of Underground
Tanks has established regulations requiring owners or operators of underground
fuel tanks to demonstrate evidence of financial responsibility for the costs of
corrective action and the compensation of third parties for bodily injury and
property damage caused by sudden and nonsudden accidental releases arising from
operating underground tanks. In addition, the EPA requires the installation of
leak detection devices and stringent monitoring of the ongoing condition of
underground tanks. Should leakage develop in an underground tank, the Company
would be obligated for clean up costs. The Company has secured insurance
covering both third party liability and clean up costs. Currently, the Company
is responsible for less than 10 underground storage tanks.
Transportation Operations--The Company's tank truck operations are conducted
pursuant to authority of the United States Department of Transportation (DOT)
and various State regulatory authorities. The Company's transportation
operations must also be conducted in accordance with various laws relating to
pollution and environmental control. Interstate motor carrier operations are
subject to safety requirements prescribed by the DOT. Such matters as weight and
dimension of equipment are also subject to federal and state regulations. DOT
regulations also require mandatory drug testing of drivers
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and require certain tests for alcohol levels in drivers and other safety
personnel. The trucking industry is subject to possible regulatory and
legislative changes such as increasingly stringent environmental regulations or
limits on vehicle weight and size. Regulatory change may affect the economics of
the industry by requiring changes in operating practices or by changing the
demand for common or contract carrier services or the cost of providing
truckload services. In addition, the Company's tank wash facilities are subject
to increasingly more stringent local, state and federal environmental
regulations.
Regulatory Status and Potential Environmental Liability--The operations and
facilities of the Company are subject to numerous federal, state and local
environmental laws and regulations including those described above, as well as
associated permitting and licensing requirements. The Company regards compliance
with applicable environmental regulations as a critical component of its overall
operation, and devotes significant attention to providing quality service and
products to its customers, protecting the health and safety of its employees,
and protecting the Company's facilities from damage. Management believes the
Company has obtained or applied for all permits and approvals required under
existing environmental laws and regulations to operate its current business.
Management has reported that the Company is not subject to any pending or
threatened environmental litigation or enforcement action(s) which could
materially and adversely affect the Company's business. While the company has,
where appropriate, implemented operating procedures at each of its facilities
designed to assure compliance with environmental laws and regulation, the
Company, given the nature of its business, is subjected to environmental risks
and the possibility remains that the Company's ownership of its facilities and
its operations and activities could result in civil or criminal enforcement and
public as well as private action(s) against the Company, which may necessitate
or generate mandatory clean up activities, revocation of required permits or
licenses, denial of application for future permits, or significant fines,
penalties or damages, any and all of which could have a material adverse effect
on the Company. At December 31, 1999, the Company had no unresolved
environmental issues for which an accounting accrual is necessary.
Item 3. LEGAL PROCEEDINGS
The Company's subsidiary, Ada Crude Oil Company (Ada), has been named as
one of sixty-three defendants in a lawsuit styled The State of Texas et al vs
Amerada Hess Corporation. The suit alleges, among other claims, that the
defendants as "common purchasers of oil" discriminated against the plaintiffs in
favor of the defendants' own production and that of others. The plaintiffs also
seek class certification. In response, the Company has filed a general denial
and has asserted a number of affirmative defenses. Attorneys for the plaintiff
reviewed Ada's response and subsequently informed the Company that Ada has been
recommended for dismissal from the lawsuit. This recommendation is currently
under review by the plaintiffs, and the plaintiffs appear favorably disposed to
such dismissal. The Company will continue to vigorously contest this matter and
does not expect it to have a significant adverse effect on its financial
position or results of operations.
In the normal course of business, the Company becomes involved in
litigation incident to operations. In management's opinion, the ultimate
resolution of all litigation matters and disputes will not have a material
adverse impact on the Company's financial position or results of operations.
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
None.
I-11
<PAGE> 12
EXECUTIVE OFFICERS OF THE REGISTRANT
The persons who are currently serving as executive officers of the Company,
their ages and the positions they hold with the Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions with the Company
- ------------------ --- -----------------------------------------------
<S> <C> <C>
K. S. Adams, Jr. 77 Chairman, President and Chief Executive Officer
Claude H. Lewis 56 Vice President-Land Transportation
Richard B. Abshire 47 Vice President-Finance
David B. Hurst 46 Secretary
</TABLE>
Each officer has served in his present position for at least five years. No
family relationship exists between any of the officers. Mr. Hurst is a partner
in the law firm of Chaffin & Hurst.
I-12
<PAGE> 13
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's common stock is traded on the American Stock Exchange. The
following table sets forth the high and low sales prices of the common stock as
published in The Wall Street Journal for issues listed on the American Stock
Exchange for each calendar quarter since January 1, 1998.
<TABLE>
<CAPTION>
American Stock Exchange
-----------------------
Year High Low
- ---- ---- ---
<S> <C> <C>
1998
First Quarter 14-9/16 11-5/8
Second Quarter 14-3/4 11-1/8
Third Quarter 11-9/16 6-3/8
Fourth Quarter 8-7/8 5-1/4
1999
First Quarter 7-1/4 5-7/8
Second Quarter 8-1/2 5-13/16
Third Quarter 11-1/4 7-5/8
Fourth Quarter 10-13/16 7-7/8
</TABLE>
At December 31, 1999 there were 765 holders of record of the Company's
common stock and the closing price was $8-1/2 per share.
The terms of the Company's bank loan agreement require the Company to
retain at least 50% of annual net income as an addition to total shareholders'
equity, thus such amount would be available for payment of cash dividends on the
Company's common stock.
On each of December 15, 1999, 1998 and 1997, the Company paid an annual
cash dividend of $.10 per common share to all holders of its common stock of
record on December 1st of each year. Such dividends aggregated $422,000 for each
year.
II-1
<PAGE> 14
Item 6. SELECTED FINANCIAL DATA
FIVE YEAR REVIEW OF SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues:
Marketing ................... $3,956,477 $ 1,936,358 $ 1,921,486 $ 1,466,736 $ 803,669
Transportation .............. 35,559 32,145 31,970 21,282 21,390
Oil and gas ................. 3,441 5,689 9,904 9,061 6,378
----------- ----------- ----------- ----------- -----------
$ 3,995,477 $ 1,974,192 $ 1,963,360 $ 1,497,079 $ 831,437
=========== =========== =========== =========== ===========
Operating earnings:
Marketing ................... $ 10,424 $ 4,478 $ 1,382 $ 5,816 $ 2,496
Transportation .............. 2,878 3,474 5,225 2,356 2,045
Oil and gas ................. (520) (1,840)(1) 4,038 3,711 (1,410)(1)
General and administrative .. (4,819) 2,738 (2,578) (2,783) (2,176)
----------- ----------- ----------- ----------- -----------
7,963 3,374 8,067 9,100 955
Other income (expense):
Property sales and other .... 1,182 420 813 142 1,134
Interest .................... (75) (327) (318) (477) (526)
----------- ----------- ----------- ----------- -----------
Earnings before income taxes .. 9,070 3,467 8,562 8,765 1,563
Income tax provision
Current ..................... 1,740 226 1,092 624 100
Deferred .................... 943 901 1,737 2,500 238
----------- ----------- ----------- ----------- -----------
2,683 1,127 2,829 3,124 338
----------- ----------- ----------- ----------- -----------
Net earnings .................. $ 6,387 $ 2,340 $ 5,733 $ 5,641 $ 1,225
=========== =========== =========== =========== ===========
Basic and diluted earnings per
common share ................ $ 1.51 $ .55 $ 1.36 $ 1.34 $ .29
=========== =========== =========== =========== ===========
FINANCIAL POSITION
Working capital ............... $ 19,438 $ 10,855 $ 8,694 $ 10,484 $ 5,115
Total assets .................. 293,048 122,334 114,283 110,882 80,917
Long-term debt, net of
current maturities .......... 9,900 9,100 6,900 6,171 10,589
Shareholders' equity .......... 36,021 30,056 28,138 22,760 15,678
Dividends on common shares .... 422 422 422 292 207
</TABLE>
- ----------------------
(1) The oil and gas operating loss for 1998 and 1995 resulted principally from a
write-down of oil and gas properties due to reduced prices for crude oil and
natural gas and, in 1998, additional 3D seismic expense.
II-2
<PAGE> 15
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- Marketing
Marketing segment profitability is dependent upon the spread between the
price paid to suppliers for the commodity purchased (i.e., crude oil, natural
gas or refined products) and the sales price to the end market customer, less
distribution costs. Since the Company is marketing a commodity, the gross
purchase price at the supplier level and the gross sales price at the customer
level tend to move in unison. However, the spread between purchase and sales
contracts will vary with localized supply and demand conditions. In a commodity
business, operating margins as a percentage of gross revenues are typically very
narrow; e.g., less than 1/2 of 1% in the case of crude oil and natural gas. As a
small margin, high volume business, a relatively minor change in the spread can
have a significant impact on earnings.
The Company's marketing revenues and operating earnings are derived
primarily from the purchase and sale of crude oil and natural gas. The strategy
for this operation is to link purchase and sales contracts to established
quotations that move with general market trends. Thus, the Company is insulated
from the impact of general movements in hydrocarbon prices. While the Company
policy is designed to minimize market risk, some degree of exposure to
unforeseen market conditions remains.
Marketing division revenues, operating earnings and significant operating
statistics were as follows (in thousands except barrel and price information):
<TABLE>
<CAPTION>
Wellhead Purchases
per day(1)
------------------------------
Operating Crude Natural
Revenues Earnings Oil Gas(2)
---------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
1999 ......... $3,956,477 $ 10,424 228,000 bbls 255,000 mmbtu's
1998 ......... $1,936,358 $ 4,478 136,000 bbls 54,000 mmbtu's
1997 ......... $1,921,486 $ 1,382 76,000 bbls --
</TABLE>
(1) Reflects the volume purchased from third parties at the lease level and
shipped to market.
(2) Operations commenced June 1, 1998.
Gross revenues for 1999 increased significantly due to both increased
purchase volumes and price. The volume increase came through aggressive
marketing efforts while world crude oil prices rose steadily during 1999 to a
year-end value of approximately $26 per barrel. Crude oil prices began 1997 at
the $25 per barrel level, falling to the $17 range by year-end 1997, with a
further drop to $10 per barrel at the end of 1998. Thus for 1998 comparative
revenues, volume growth was offset by falling prices.
Because of the effect on the value of crude oil inventory, 1999 operating
earnings benefited from the general increase in crude oil prices. In contrast,
both 1998 and 1997 were adversely affected by falling prices and the resulting
impact on inventory carrying values. When crude oil prices fell at year-end
1997, and again at year-end 1998, the Company recognized inventory valuation
declines of $1.3 million and $1.1 million, respectively. As of December 31, 1999
the Company carried in inventory approximately 767,000 barrels of crude oil
inventory at approximately $25.75 per barrel.
II-3
<PAGE> 16
Effective October 1, 1999, the Company significantly expanded the
natural gas portion of its marketing business with the hiring of 20 additional
personnel. Currently, the Company is purchasing at the lease approximately
930,000 mmbtu's of natural gas per day. The natural gas business contributed
$198 million to 1999 revenues and $966,000 to 1999 operating earnings before
general and administrative expense. This positive impact on operating earnings
was substantially offset however, by a 1999 charge of $765,000 to cover a
shortfall of guaranteed throughout volumes on certain offshore crude oil
pipeline systems.
- Transportation
Transportation revenues and operating earnings were as follows
(in thousands):
<TABLE>
<CAPTION>
Revenues Operating Earnings
--------------------- ----------------------
Percentage Percentage
Amount Change(1) Amount Change(1)
------ --------- ------ ---------
<S> <C> <C> <C> <C>
1999 ....................................... $35,559 11% $2,878 (17)%
1998 ....................................... $32,145 1% $3,474 (33)%
1997 ....................................... $31,970 50% $5,225 122 %
</TABLE>
(1) Represents the percentage increase (decrease) from the prior year.
Historically, the Company has achieved transportation revenue growth
through increased customer demand for its services. Growing customer demand
necessitated expanding both the Company's fleet and terminal capacity. In order
to maintain high level service, it is necessary to first build the
infrastructure prior to servicing a greater volume of business. Because of
increased fixed costs, operating margins were adversely impacted in 1999 and
1998 in spite of revenue growth. In addition, 1999 experienced an approximate 4
percent increase in wage rates and a 25 percent increase in fuel costs.
As presently configured, the Transportation division's fixed costs are
approximately $18.5 million per year and consist primarily of tractor-trailer
rentals, insurance, depreciation and terminal operating expenses. Variable
costs, which typically approximate 33 percent of gross revenues, consist
primarily of drivers' wages and fuel. As a result of varying demand conditions,
revenues and operating earnings may experience significant variations between
periods.
- Oil and Gas
Oil and gas division revenues and operating earnings are primarily
derived from crude oil and natural gas production volumes and prices.
Comparative amounts are as follows (in thousands except average price data):
<TABLE>
<CAPTION>
Crude Oil Natural Gas
Operating --------------------- ---------------------
Earnings Average Average
Revenues (Loss) Barrels Price Mcfs Price
-------- -------- ------- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
1999 ....................... $ 3,441 $ (520) 42 $16.27 1,436 $1.92
1998 ....................... $ 5,689 $(1,840) 68 $12.37 2,552 $1.89
1997 ....................... $ 9,904 $ 4,038 62 $19.88 3,775 $2.29
</TABLE>
II-4
<PAGE> 17
As reflected in the table above, oil and gas revenues and operating
earnings are reduced primarily as a result of lower natural gas production
volumes. Operating earnings for 1998 also included a $1.4 million expense for 3D
seismic costs and an approximate $1 million write-down in the carrying value of
certain oil and gas properties resulting from year-end price declines.
Other Income (Expense)
General and administrative expenses increased in 1999 because the
Company hired additional personnel to handle the doubling of volumes within the
Company's crude oil marketing operation, plus the significant expansion of the
Company's natural gas marketing operation.
Property sales and other income for 1999 includes a $617,000 gain from
the sale of forty-five truck-tractors and $565,000 of interest income while 1998
includes $179,000 of interest income and $182,000 in gains from various property
and equipment sales. Other income for 1997 includes $179,000 of interest income,
a $400,000 recovery from an insurance carrier and a $230,000 gain realized on
the sale of twenty-one truck tractors. Interest expense is reduced in 1999
because generally favorable cash flow enabled full payment of working capital
debt during substantial portions of the year.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company's liquidity and its capital investment program are primarily
a function of annual net earnings as adjusted by the non-cash provision for
depreciation, depletion, and amortization. In recent years, the Company has
utilized its available cash flow to make discretionary investments in its oil
and gas, transportation and marketing businesses. The table below illustrates
this relationship.
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
(In thousands)
<S> <C> <C> <C>
Net earnings ................................... $ 6,387 $ 2,340 $ 5,733
Depreciation, depletion & amortization ......... 6,071 8,606 5,914
Deferred taxes and other ....................... 802 398 1,118
---------- ---------- ----------
Cash flow before working capital items ......... 13,260 11,344 12,765
Other cash sources (uses) ...................... (5,703) (573) 1,198
---------- ---------- ----------
Property and equipment additions ............... $ 7,557 $ 10,771 $ 13,963
========== ========== ==========
</TABLE>
Historically, the Company's operating earnings from its diversified
operations have been stable and reliable. Management relies on the continued
stability of this earnings stream in making capital project decisions. All
capital projects are divided into manageable segments and the timing of their
implementation is accelerated or delayed based on current cash flows.
The balancing factor for the Company's short term cash needs is the
Company's bank line of credit. For the past five years the Company has
periodically borrowed up to $7-10 million on its bank line of credit. Day-to-day
fluctuations in cash flow needs are accommodated by daily borrowing or
repayments on the line of credit. While the Company's bank line of credit is
fully secured, the bank is primarily relying on the Company's ability to
generate cash flow from continuing operations for
II-5
<PAGE> 18
repayment. At year-end 1999, the Company's bank debt outstanding of $9.9 million
was more than offset by cash balances of $24.1 million.
Also important to liquidity and capital availability is the Company's
ability to conduct its truck fleet management program through lease financing
transactions. The Company has readily found lease financing from a number of
major national leasing concerns. See Note 7 to Consolidated Financial
Statements. The Company's philosophy is to maintain a modern, up-to-date fleet
of tractors and trailers to accommodate demand for its services. This requires
frequent tractor replacements as well as modest growth in the size of the fleet.
Since there is a large active secondary market for truck-tractors, historically,
the Company has realized gains upon the disposition of such equipment.
Due to the high volume of the Company's transactions, the components of
working capital such as accounts receivable and accounts payable can fluctuate
dramatically from day to day. No particular significance should be ascribed to
such variations. A key factor that provides order and discipline for cash flow
is the practice of the crude oil industry to settle all accounts by cash payment
on the 20th of the month following inception of the transaction. A similar
procedure exists for the natural gas industry with cash settlement on the 25th
of the month. Since 90% of the Company's business is tied to crude oil and
natural gas marketing, this settlement process is critical. The Company relies
on payments received from its customers to satisfy the requirements to pay its
suppliers on the same day. See Note 4 to Consolidated Financial Statements for a
discussion of "Concentration of Credit Risk."
Banking Relationships
The Company's bank loan agreement provides for two separate lines of
credit with interest at the bank's prime rate minus 1%. The agreement also
provides for an interest rate option at the lender's quoted Eurodollar rate
(LIBOR) plus 2%. The working capital loan provides for borrowings up to
$7,500,000 based on 80% of eligible accounts receivable and 50% of eligible
inventories. Available capacity under the line is calculated monthly and as of
December 31, 1999 was established at $7,500,000. The oil and gas production loan
provides for flexible borrowings subject to a borrowing base established
semi-annually by the bank. The borrowing base is presently established at
$3,000,000, with the next scheduled redetermination date being September 1,
2000. The working capital loans also provide for the issuance of letters of
credit. The amount of each letter of credit obligation is deducted from the
borrowing capacity. The line of credit loans are scheduled to expire on October
27, 2001, with the then present balance outstanding converting to a term loan
payable in 12 equal quarterly installments. As of December 31, 1999, bank debt
outstanding under the Company's two revolving credit facilities totaled
$9,900,000, with letters of credit outstanding totaling $25,000.
The Company's GulfMark subsidiary maintains a separate banking
relationship in order to support its crude oil purchasing activities. GulfMark
has established a bank letter of credit facility that is maintained on a
month-to-month basis in order to secure the purchase of crude oil. In addition
to providing letters of credit, GulfMark's banking institution will also finance
up to $5,000,000 of crude oil inventory and certain accounts receivable
associated with crude oil sales. Such financing is provided on a demand note
basis with interest at the bank's prime rate plus 1 percent. As of December 31,
1999 the Company had $19.8 million of crude oil inventory eligible for
collateral. However, no amounts were outstanding under this facility. In
addition to the GulfMark letter of credit facility, the Company's Adams
Resources Marketing Ltd group maintains a separate letter of credit facility to
support natural gas marketing activities.
Investment Activities
During 1999, the Company invested approximately $2 million in oil and
gas projects, $2.1
II-6
<PAGE> 19
million for expansion of its truck terminals and fleet and $3.5 million was
invested in facilities, trucks and equipment for the Company's marketing
operations. Oil and gas exploration and development efforts continue and the
Company plans to invest approximately $5 million toward such projects in 2000.
An additional $2 million is anticipated to be invested during 2000 toward the
Company's marketing and transportation activities.
During 1999, the Company entered into certain operating lease
transactions in order to acquire 45 tractors and 33 trailers for use in its
common carrier fleet. Further, during 2000 the Company anticipates entering into
certain operating lease transactions in order to acquire approximately 45
additional tractors for use in its trucking fleet. Annual lease costs associated
with the planned 2000 additions are estimated to be $650,000.
Year 2000 Computer Systems
Many previously installed computer systems and software products had
been coded to accept only two digit entries in the date code field. For the year
2000, these date code fields would 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 needed to be upgraded to comply with
such "Year 2000" requirements. During 1999, the Company completed a review of
its key computer systems and implemented certain new operating systems
applications to resolve potential year 2000 compliance issues. Total costs
incurred and expensed by the Company to complete its year 2000 upgrades were
approximately $200,000. The Company experienced no other adverse effects
associated with this matter and does not anticipate any other significant costs
related to the year 2000 issue.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk, including adverse changes in
interest rates and commodity prices.
Interest Rate Risk
Total long-term debt at December 31, 1999 included $9,900,000 of
floating rate debt. As a result, the Company's annual interest costs in 2000
will fluctuate based on interest rate changes. Because the interest rate on the
Company's long-term debt is a floating rate, the fair value approximates
carrying value as of December 31, 1999. A hypothetical 10 percent adverse change
in the floating rate would not have had a material effect on the Company's
results of operations for the fiscal year ending December 31, 1999.
Commodity Price Risk.
The Company's major market risk exposure is in the pricing applicable to
its marketing and production of crude oil and natural gas. Realized pricing is
primarily driven by the prevailing spot prices applicable to oil and gas.
Commodity price risk in the Company's marketing operations represents the
potential loss that may result from a change in the market value of an asset or
a commitment. As part of its marketing operations, the Company enters into
forward contracts to minimize the impact of market fluctuations on its purchases
of crude oil and natural gas. The Company also enters into natural gas price
support contracts with certain customers to secure a floor price on the purchase
of certain natural gas supply. In each instance, the Company locks in a separate
matching price support contract with a third
II-7
<PAGE> 20
party in order to minimize the risk of these financial instruments. The forward
contracts are no longer than one year in duration. The Company monitors all
commitments and positions and endeavors to maintain a balanced portfolio.
Historically, prices received for oil and gas production have been
volatile and unpredictable. Price volatility is expected to continue. Gas price
realizations ranged from a monthly low of $1.78 per Mcf to a monthly high of
$2.41 per Mcf during 1999. Oil prices ranged from a low of $10.50 per barrel to
a high to $26.10 per barrel during the same period.
II-8
<PAGE> 21
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Item 8.
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ................... II-10
FINANCIAL STATEMENTS:
Consolidated Balance Sheet as of
December 31, 1999 and 1998 .......................... II-11
Consolidate Statement of Earnings for
the Years Ended December 31, 1999,
1998 and 1997 ....................................... II-12
Consolidated Statement of Shareholders'
Equity for the Years Ended
December 31, 1999, 1998, and 1997 ................... II-13
Consolidated Statement of Cash Flows
for the Years Ended December 31,
1999, 1998 and 1997 ................................. II-14
Notes to Consolidated Financial Statements ............ II-15
Supplementary Financial Data .......................... II-25
</TABLE>
II-9
<PAGE> 22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Adams Resources & Energy, Inc.:
We have audited the accompanying consolidated balance sheet of Adams
Resources & Energy, Inc. (a Delaware corporation) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Adams
Resources & Energy, Inc. and subsidiaries as of December 31, 1999 and 1998, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Houston, Texas
March 14, 2000
II-10
<PAGE> 23
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
------------------------
ASSETS 1999 1998
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 24,137 $ 10,215
Accounts receivable, net 216,978 73,864
Inventories 21,475 8,288
Prepaids 1,635 801
--------- ---------
Total current assets 264,225 93,168
--------- ---------
PROPERTY AND EQUIPMENT:
Marketing 20,406 17,491
Transportation 16,022 14,906
Oil and gas (successful efforts method) 30,708 31,523
Other 99 99
--------- ---------
67,235 64,019
Less - Accumulated depreciation, depletion
and amortization (38,590) (36,226)
--------- ---------
28,645 27,793
--------- ---------
OTHER ASSETS 178 1,373
--------- ---------
$ 293,048 $ 122,334
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 236,481 $ 78,444
Accrued and other liabilities 8,306 3,869
--------- ---------
Total current liabilities 244,787 82,313
LONG-TERM DEBT 9,900 9,100
DEFERRED TAXES AND OTHER LIABILITIES 2,340 865
--------- ---------
257,027 92,278
--------- ---------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
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 issued and outstanding 422 422
Contributed capital 11,693 11,693
Retained earnings since December 31, 1992 23,906 17,941
--------- ---------
Total shareholders' equity 36,021 30,056
--------- ---------
$293,048 $122,334
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-11
<PAGE> 24
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Marketing $ 3,956,477 $ 1,936,358 $ 1,921,486
Transportation 35,559 32,145 31,970
Oil and gas 3,441 5,689 9,904
----------- ----------- -----------
3,995,477 1,974,192 1,963,360
----------- ----------- -----------
COSTS AND EXPENSES:
Marketing 3,942,909 1,928,754 1,918,885
Transportation 31,571 27,706 26,106
Oil and gas 2,144 3,014 1,810
General and administrative 4,819 2,738 2,578
Depreciation, depletion and amortization 6,071 8,606 5,914
----------- ----------- -----------
3,987,514 1,970,818 1,955,293
----------- ----------- -----------
OPERATING EARNINGS 7,963 3,374 8,067
OTHER INCOME (EXPENSE):
Property sales and other 1,182 420 813
Interest (75) (327) (318)
----------- ----------- -----------
EARNINGS BEFORE INCOME TAXES 9,070 3,467 8,562
INCOME TAX PROVISION
Current 1,740 226 1,092
Deferred 943 901 1,737
----------- ----------- -----------
2,683 1,127 2,829
----------- ----------- -----------
NET EARNINGS $ 6,387 $ 2,340 $ 5,733
=========== =========== ===========
BASIC AND DILUTED EARNINGS PER SHARE $ 1.51 $ .55 $ 1.36
=========== =========== ===========
DIVIDENDS PER COMMON SHARE $ .10 $ .10 $ .10
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-12
<PAGE> 25
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
COMMON CONTRIBUTED RETAINED SHAREHOLDERS'
STOCK CAPITAL EARNINGS EQUITY
------ ----------- -------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996........ $ 420 $ 11,628 $ 10,712 $ 22,760
Stock options exercised......... 2 65 -- 67
Net earnings.................... -- -- 5,733 5,733
Dividends paid on common stock.. -- -- (422) (422)
------ ----------- -------- -------------
BALANCE, December 31, 1997........ 422 11,693 16,023 28,138
Net earnings.................... -- -- 2,340 2,340
Dividends paid on common stock.. -- -- (422) (422)
------ ----------- -------- -------------
BALANCE, December 31, 1998........ 422 11,693 17,941 30,056
Net earnings.................... -- -- 6,387 6,387
Dividends paid on common stock.. -- -- (422) (422)
------ ----------- -------- -------------
BALANCE, December 31, 1999........ $ 422 $ 11,693 $ 23,906 $ 36,021
====== =========== ======== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-13
<PAGE> 26
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH PROVIDED BY OPERATIONS:
Net earnings ............................................... $ 6,387 $ 2,340 $ 5,733
Items of income not requiring (providing) cash -
Depreciation, depletion and amortization ................. 6,071 8,606 5,914
Gain on sales of properties .............................. (617) (182) (230)
Deferred income taxes .................................... 943 901 1,737
Other, net ............................................... 476 (321) (389)
Decrease (increase) in accounts receivable ................. (143,114) (58) 6,432
Decrease (increase) in inventories ......................... (13,187) (3,196) (225)
Decrease (increase) in prepaids ............................ (834) 194 (559)
Increase (decrease) in accounts payable .................... 158,037 3,615 (2,620)
Increase (decrease) in accrued liabilities ................. 4,437 394 (6)
--------- --------- ---------
Net cash provided by operating activities ............. 18,599 12,293 15,787
--------- --------- ---------
INVESTING ACTIVITIES:
Property and equipment additions ........................... (7,557) (10,771) (13,963)
Proceeds from property sales ............................... 1,252 490 509
Deposits returned .......................................... 1,250 -- --
--------- --------- ---------
Net cash used in investing activities ................. (5,055) (10,281) (13,454)
--------- --------- ---------
FINANCING ACTIVITIES:
Borrowings ................................................. 3,375 2,200 3,300
Repayment of debt .......................................... (2,575) (71) (2,564)
Issuance of common stock ................................... -- -- 67
Dividend payments .......................................... (422) (422) (422)
--------- --------- ---------
Net cash (used in) provided by financing activities .... 378 1,707 381
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............. 13,922 3,719 2,714
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ............... 10,215 6,496 3,782
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ..................... $ 24,137 $ 10,215 $ 6,496
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-14
<PAGE> 27
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of Adams Resources & Energy, Inc., a Delaware corporation, and its subsidiaries
(the "Company") after elimination of all significant intercompany accounts and
transactions. The Company accounts for its operating or working interests in oil
and gas joint ventures through pro-rata consolidation. Certain prior year
amounts have been reclassified to conform with the current year presentations.
Nature of Operations
The Company is engaged in the business of crude oil, natural gas and
petroleum products marketing, as well as tank truck transportation of liquid
chemicals and oil and gas exploration and production. Its primary area of
operation is within a 500 mile radius of Houston, Texas.
Cash and Cash Equivalents
Cash and cash equivalents include any treasury bill, commercial paper,
money market fund or federal fund with a maturity of 30 days or less. Included
in the cash balance at December 31, 1999 and 1998 are deposits of $3 million and
$2 million, respectively, to collateralize the Company's month-to-month crude
oil letter of credit facility. See Note 2 to Consolidated Financial Statements.
Inventories
Crude oil and petroleum products inventories are carried at the lower of
cost or market. Petroleum products inventories include gasoline, lubricating
oils and other petroleum products purchased for resale and are priced at cost
determined on the first-in, first-out basis, while crude oil inventory is priced
at average cost. Materials and supplies inventories are included in inventories
at specific cost, with a valuation allowance provided if needed. Components of
inventory are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
-----------------
1999 1998
------- -------
<S> <C> <C>
Crude oil ................ $19,754 $ 6,795
Petroleum products ....... 1,069 1,063
Materials and supplies ... 652 430
------- -------
$21,475 $ 8,288
======= =======
</TABLE>
Property and Equipment
Expenditures for major renewals and betterments are capitalized, and
expenditures for maintenance and repairs are expensed as incurred. Interest
costs incurred in connection with major capital expenditures are capitalized and
amortized over the lives of the related assets. When properties are retired or
sold, the related cost and accumulated depreciation, depletion and amortization
("DD&A") are removed from the accounts and any gain or loss is reflected in
earnings.
II-15
<PAGE> 28
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Oil and gas exploration and development expenditures are accounted for
in accordance with the successful efforts method of accounting. Direct costs of
acquiring developed or undeveloped leasehold acreage, including lease bonus,
brokerage and other fees, are capitalized. Exploratory drilling costs are
initially capitalized until the properties are evaluated and determined to be
either productive or nonproductive. If an exploratory well is determined to be
nonproductive, the capitalized costs of drilling the well are charged to
expense. Costs incurred to drill and complete development wells, including dry
holes, are capitalized.
Producing oil and gas leases, equipment and intangible drilling costs
are depleted or amortized over the estimated recoverable reserves using the
units-of-production method. Other property and equipment is depreciated using
the straight-line method over the estimated average useful lives of three to
twenty years for marketing, three to fifteen years for transportation and ten to
twenty years for all others.
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets to be Disposed of" requires that
long-lived assets be reviewed for impairment whenever there is evidence that the
carrying value of such assets may not be recoverable. This consists of comparing
the carrying value of the asset with the asset's expected future undiscounted
cash flows without interest costs. Estimates of expected future cash flows are
to represent management's best estimate based on reasonable and supportable
assumptions. The Company reviews its proved oil and gas properties on a field by
field basis when such evidence exists. Any impairment recognized in accordance
with SFAS No. 121 is permanent and may not be restored. Due principally to the
prolonged depressed state of oil and natural gas prices during 1998, one of the
Company's proved oil and gas fields was deemed impaired at year-end 1998. A $1
million charge for this asset impairment was included in DD&A for 1998.
Other Assets
Included in other assets at December 31, 1998 was $1,195,000 held in
escrow as part of the Company's efforts to comply with State of Kentucky
regulations governing certain of the Company's former coal mining operations.
During 1999, the State approved the Company's resolution of such matters and the
escrowed cash was returned to the Company.
Statement of Cash Flows
Interest paid totaled $75,000, $327,000 and $323,000 during the years
ended December 31, 1999, 1998 and 1997, respectively. Income taxes paid during
these same periods totaled $895,000, $566,000 and $2,075,000, respectively.
Earnings Per Share
The Company computes and presents earnings per share in accordance with
SFAS No. 128, "Earnings Per Share", which requires the presentation of basic
earnings per share and diluted earnings per share for potentially dilutive
securities. Earnings per share are based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
period. Such shares outstanding on both a basic and diluted basis averaged
4,217,596 for 1999 and 1998, and 4,210,471 for 1997.
II-16
<PAGE> 29
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 those estimates. Example of significant estimates used in the accompanying
consolidated financial statements include the accounting for depreciation,
depletion and amortization, income taxes and contingencies.
Use of Derivatives
The Company has a price risk management program that utilizes derivative
financial instruments, principally crude oil swaps, to reduce the price risk
associated with fluctuations in crude oil prices. Such contracts usually are
placed with major derivative dealers that the Company believes are minimal
credit risks. The Company accounts for its derivative financial instruments
using the hedge (or deferral) method of accounting. Under this method, realized
gains and losses from the Company's price risk management activities are
recognized in cost of sales when the associated production occurs and the
resulting cash flows are reported as cash flows from operating activities. Gains
and losses on derivative financial instruments that are closed before the hedged
production occurs are deferred until the production month originally hedged. As
a result of these activities, the Company recognized net hedging losses of
$1,199,000 for the year ended December 31, 1999. No such agreements were entered
into in 1998 and this activity was not material to the Company's financial
position or results of operations in 1997.
As of December 31, 1999, the Company had open swaps through December
2000 covering a total of 396,800 barrels of crude oil at an average fixed price
of $19.62 per barrel. The estimated fair value of open commodity price hedges as
of December 31, 1999 was a loss of $1,103,000. No open commodity price hedges
existed for any other period presented herein.
In June 1998, the Financial Accounting Standards Board (FASB) issued
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 company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting.
In June 1999, the FASB issued SFAS No. 137 which deferred the effective
date of SFAS No. 133 to fiscal years beginning after June 15, 2000. A company
may implement SFAS No. 133 as of the beginning of any fiscal quarter after
issuance, however, the statement cannot be applied retroactively. The Company
does not plan to early adopt SFAS No. 133. The Company is currently assessing
the potential impact of adopting SFAS No. 133. Applications of this standard
could increase volatility in earnings and shareholders' equity through other
comprehensive income.
II-17
<PAGE> 30
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 statement of operations includes pretax income of
$2,535,000 to reflect the future income from marketing operations based upon the
year-end prices of the underlying commodities being traded. The accompanying
balance sheet reflects the fair value of the trading asset of $4,420,000 in
current assets and the fair value of the trading liability of $1,885,000 in
current liabilities.
Revenue Recognition
Under the provision of EITF 98-10, the Company's natural gas marketing
operation is classified as trading activity and is subject to mark-to-market
accounting treatment. Conversely for crude oil marketing activities, gains and
losses due to changes in underlying market values are recognized in cost of
sales in the month of physical delivery. From time to time, the Company enters
into forward contracts to minimize the impact of market fluctuations on its
purchases of crude oil. The Company does not consider these contracts to be
financial instruments since the contracts permit settlement by the delivery of
crude oil. These contracts are no longer than one year in duration.
Transportation customers are invoiced, and the related revenue is
recognized as the service is provided. Oil and gas revenue from the Company's
interests in producing wells is recognized as oil and gas is produced from these
wells.
(2) LONG-TERM DEBT
Long-term debt is comprised of the following (in thousands):
<TABLE>
<CAPTION>
December 31,
------------------
1999 1998
------- -------
<S> <C> <C>
Bank lines of credit, secured by substantially all of
the Company's (excluding GulfMark's) assets, due
in twelve quarterly installments commencing on
October 27, 2001.......................................... $ 9,900 $ 9,100
Less - current maturities................................. -- --
------- -------
Long-term debt.............................................. $ 9,900 $ 9,100
======= =======
</TABLE>
The Company's revolving bank loan agreement provides for two separate
lines of credit with interest at the bank's prime rate minus 1%. The agreement
also provides for an interest rate option at the lender's quoted Eurodollar rate
(LIBOR) plus 2%. The first line of credit or working capital loan provides for
borrowings up to $7,500,000 based on the total of 80% of eligible accounts
receivable and 50% of eligible inventories. Available borrowing capacity under
the working capital line is calculated monthly and as of December 31, 1999 was
established at $7,500,000 with $7,000,000 outstanding at December 31, 1999. The
second line of credit or oil and gas production loan provides for flexible
borrowings, subject to a borrowing base established semi-annually by the bank.
The borrowing base is
II-18
<PAGE> 31
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
presently established at $3,000,000, with the next scheduled redetermination
date being September 1, 2000. As of December 31, 1999, $2,900,000 was
outstanding under the oil and gas production loan facility. The working capital
loans also provide for the issuance of letters of credit. The amount of each
letter of credit obligation is deducted from the borrowing capacity. As of
December 31, 1999, letters of credit under this facility totaled $25,000. The
revolving line of credit loans are scheduled to expire on October 27, 2001, with
the then present balance outstanding converting to a term loan payable in 12
equal quarterly installments.
The revolving loan agreement, among other things, places certain
restrictions on the Company with respect to additional borrowings and the
purchase or sale of assets, as well as requiring the Company to comply with
certain financial covenants, including maintaining a 1.0 to 1.0 ratio of
consolidated current assets to consolidated current liabilities. The Company is
also required to restrict from dividend payment at least 50% of annual net
income. At December 31, 1999, the Company was in compliance with all loan
covenants.
A subsidiary of the Company (GulfMark Energy, Inc. ("GulfMark"),
maintains a separate banking relationship to provide letters of credit and to
provide financing for up to $5 million of crude oil inventories and certain
accounts receivable associated with sales of crude oil. Such financing is
provided on a demand note basis with interest at the bank's prime rate plus 1
percent. The letter of credit and demand note facilities are secured by
substantially all of GulfMark's assets. GulfMark had approximately $150 million
and $105 million in letters of credit outstanding as of December 31, 1999 and
1998, respectively, in support of its crude oil purchasing activities. As of
December 31, 1999, the Company had $19.8 million of crude oil inventory eligible
for collateral. However, no amounts were outstanding under the GulfMark term
loan facility. The Company's Adams Resources Marketing, Ltd. subsidiary ("ARM")
maintains a separate letter of credit facility to support its natural gas
purchasing business. At year-end December 31, 1999, ARM had $13 million of
letters of credit outstanding under this facility.
The Company's weighted average effective interest rate for 1999, 1998,
and 1997 was 7.5%, 6.75% and 7.5%, respectively. No interest was capitalized
during 1999, 1998, or 1997. At December 31, 1999, the scheduled aggregate
principal maturities of the Company's long-term debt are: 2000 - None;
2001 - $825,000; 2002 - $3,300,000; and 2003 - $3,300,000; 2004 - $2,475,000.
(3) INCOME TAXES
The following table shows the components of the Company's income tax
provision (in thousands):
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Current:
Federal.......... $1,333 $ 71 $ 707
State............ 407 155 385
------ ------ ------
1,740 226 1,092
Deferred:
Federal.......... 943 901 1,737
------ ------ ------
$2,683 $1,127 $2,829
====== ====== ======
</TABLE>
II-19
<PAGE> 32
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 1999 and 1998, the Company's deferred tax liability
totaled $2,095,000 and $560,000, respectively, and consisted principally of
financial statement carrying amounts in excess of the underlying tax basis of
fixed assets.
A reconciliation of taxes computed at the corporate federal income tax
rate to the reported income tax provision is as follows (in thousands):
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Statutory federal income tax provision at 34%... $2,945 $1,126 $2,780
State income tax provision...................... 407 155 385
Federal statutory depletion..................... (659) (153) (340)
Other........................................... (10) (1) 4
------ ------ ------
Income taxes as reported................ $2,683 $1,127 $2,829
====== ====== ======
</TABLE>
The Company was able to use its remaining statutory depletion
carryforwards in 1999 to reduce taxable earnings.
(4) FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK
Fair Value of Financial Instruments
The carrying amount of cash equivalents are believed to approximate
their fair values because of the short maturities of these instruments.
Substantially all of the Company's long and short-term debt obligations bear
interest at floating rates. As such, carrying amounts approximate fair values.
Concentration of Credit Risk
Credit risk represents the account loss which the Company would absorb
if its customers failed to perform pursuant to contractual terms. Management of
credit risk involves a number of considerations, such as the financial profile
of the customer, the value of collateral held, if any, specific terms and
duration of the contractual agreement, and the customer's sensitivity to
economic developments. The Company has established various procedures to manage
credit exposure, including initial credit approval, credit limits, and rights of
offset. Letters of credit and guarantees are also utilized to limit credit risk.
II-20
<PAGE> 33
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's largest customers consist of large multinational
integrated oil companies and utilities. In addition, the Company transacts
business with independent oil producers, major chemical concerns, crude oil and
natural gas trading companies and a variety of commercial energy users. Accounts
receivable associated with crude oil and natural gas marketing activities
comprise approximately 95% of the Company's total receivables as of December 31,
1999, and industry practice requires payment for purchases of crude oil to take
place on the 20th of the month following a transaction, while natural gas
transactions are settled on the 25th of the month. The Company's credit policy
and the relatively short duration of receivables mitigates the uncertainty
typically associated with longer term receivables management. Accordingly, the
amount of the allowance for doubtful accounts required is minimal. The Company
had accounts receivable from one customer that comprised 31% of total
receivables at December 31, 1999 and from two customers that comprised 16% and
15% of total receivables at December 31, 1998.
An allowance for doubtful accounts is provided where appropriate and
accounts receivable are presented herein net of allowances for doubtful accounts
of $223,000 and $235,000 at December 31, 1999 and 1998, respectively.
(5) EMPLOYEE BENEFITS
The Company maintains a 401(k) plan for the benefit of its employees.
Company contributions to the plan were $314,000 in 1999, $210,000 in 1998, and
$180,000 in 1997.
(6) TRANSACTIONS WITH RELATED PARTIES
Sakco, Ltd. ("Sakco"), Kenada Oil & Gas, Ltd. ("Kenada") and Kasco, Ltd.
("Kasco"), family limited partnerships of which Mr. K. S. Adams, Jr., Chairman
and President, is a limited partner, Sakdril, Inc. ("Sakdril"), a wholly owned
subsidiary of KSA Industries Inc. (KSAI), a major stockholder of the Company,
and certain officers and members of the Board of Directors of the Company have
participated as working interest owners in certain oil and gas wells
administered by the Company. Sakco, Kenada, Kasco, Sakdril and the officers and
directors participated in each of the wells under terms no better than those
afforded other non-affiliated working interest owners. As of December 31, 1999,
the Company was owed $120,000 from these related parties and the Company owed
$225,000 to these related parties. As of December 31, 1998, the Company was owed
$40,000 from these related parties, and the Company owed $285,000 to these
related parties.
II-21
<PAGE> 34
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
David B. Hurst, Secretary of the Company, is a partner in the law firm
of Chaffin & Hurst. The Company has been represented by Chaffin & Hurst since
1974 and plans to use the services of that firm in the future. Chaffin & Hurst
currently leases office space from the Company. Transactions with Chaffin &
Hurst are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.
The Company also enters into certain transactions in the normal course
of business with other affiliated entities. These transactions with affiliated
companies are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.
(7) COMMITMENTS AND CONTINGENCIES
The Company has operating lease arrangements for tractors, trailers,
office space, warehousing and other equipment and facilities. Rental expense for
the years ended December 31, 1999, 1998, and 1997 was $7,573,000, $7,093,000 and
$5,933,000, respectively. At December 31, 1999, commitments under long-term
noncancelable operating leases for the next five years and thereafter are
payable as follows: 2000 - $4,898,000; 2001 - $4,655,000; 2002 - $3,817,000;
2003 - $3,105,000; 2004 - $1,815,000; 2005 and thereafter - $1,575,000.
The Company's subsidiary, Ada Crude Oil Company (Ada), has been named as
one of sixty-three defendants in a lawsuit styled The State of Texas et al vs.
Amerada Hess Corporation. The suit alleges, among other claims, that the
defendants as "common purchasers of oil" discriminated against the plaintiffs in
favor of the defendants' own production and that of others. The plaintiffs also
seek class certification. In response, the Company has filed a general denial
and has asserted a number of affirmative defenses. Attorneys for the plantiff
reviewed Ada's response and subsequently informed the Company that Ada has been
recommended for dismissal from the lawsuit. This recommendation is currently
under review by the plaintiffs, and the plaintiffs appear favorably disposed to
such dismissal. The Company will continue to vigorously contest this matter and
does not expect it to have a significant adverse effect on its financial
position or results of operations.
In the normal course of business, the Company and its subsidiaries
become involved in litigation incident to operations. In management's opinion,
the ultimate resolution of all litigation matters and disputes will not have a
material adverse impact on the Company's financial position or results of
operations.
II-22
<PAGE> 35
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) SEGMENT REPORTING
The Company is engaged in the business of crude oil, natural gas and
petroleum products marketing as well as tank truck transportation of liquid
chemicals, 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 Identi-
from Amorti- Equipment fiable
Revenues Operations zation Additions Assets
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended
December 31, 1999 -
Marketing ....... $3,956,477 $ 10,424 $ 3,144 $ 3,382 $ 242,786
Transportation .. 35,559 2,878 1,110 2,127 15,412
Oil and gas ..... 3,441 (520) 1,795 2,048 10,449
Other ........... -- -- 22 -- 24,401
---------- ---------- ---------- ---------- ----------
$3,995,477 $ 12,782 $ 6,071 $ 7,557 $ 293,048
========== ========== ========== ========== ==========
Year ended
December 31, 1998 -
Marketing ....... $1,936,358 $ 4,478 $ 3,126 $ 3,370 $ 86,510
Transportation .. 32,145 3,474 965 4,378 13,947
Oil and gas ..... 5,689 (1,840)(1) 4,493 3,023 10,227
Other ........... -- -- 22 -- 11,650
---------- ---------- ---------- ---------- ----------
$1,974,192 $ 6,112 $ 8,606 $ 10,771 $ 122,334
========== ========== ========== ========== ==========
Year ended
December 31, 1997 -
Marketing ....... $1,921,486 $ 1,382 $ 1,219 $ 6,913 $ 82,923
Transportation .. 31,970 5,225 639 1,377 10,345
Oil and gas ..... 9,904 4,038 4,035 5,653 12,445
Other ........... -- -- 21 20 8,570
---------- ---------- ---------- ---------- ----------
$1,963,360 $ 10,645 $ 5,914 $ 13,963 $ 114,283
========== ========== ========== ========== ==========
</TABLE>
- ---------------
(1) Includes a $5,899,000 comparative earnings decrease caused by 3D seismic
expense, decreased crude oil and natural gas prices and a related write-down of
oil and gas properties.
II-23
<PAGE> 36
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
During 1999 and 1998, the Company had sales to one customer that totaled
$565 million and $319 million, respectively, or more than 10% of total sales.
During 1997, the Company had sales to two customers which totaled more than 10%
of total sales of $267 million and $261 million.
Earnings from operations by segment represent revenues less operating
costs and expenses and depreciation, depletion and amortization and are
reconciled to operating earnings and earnings from operations before income
taxes, as follows (in thousands):
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Segment operating earnings ............. $ 12,782 $ 6,112 $ 10,645
General and administrative expenses .... (4,819) (2,738) (2,578)
-------- -------- --------
Operating earnings ..................... 7,963 3,374 8,067
Property sales and other ............... 1,182 420 813
Interest expense ....................... (75) (327) (318)
-------- -------- --------
Earnings before income taxes ........... $ 9,070 $ 3,467 $ 8,562
======== ======== ========
</TABLE>
II-24
<PAGE> 37
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL DATA
Quarterly Financial Data (Unaudited) -
Selected quarterly financial data and earnings per share of the Company
are presented below for the years ended December 31, 1999 and 1998 (in
thousands, except per share data):
<TABLE>
<CAPTION>
Net Earnings Dividends
----------------------- -----------------------
Operating Per Per
Revenues Earnings Amount Share(1) Amount Share
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999 -
March 31 .......... $ 523,970 $ 881 $ 619 $ .15 $ -- $ --
June 30 ........... 766,500 4,099 2,462 .58 -- --
September 30 ...... 1,071,045 2,639 1,548 .37 -- --
December 31 ....... 1,633,962 5,163 1,758 .41 422 .10
---------- ---------- ---------- ---------- ---------- ----------
$3,995,477 $ 12,782 $ 6,387 $ 1.51 $ 422 $ .10
========== ========== ========== ========== ========== ==========
1998 -
March 31 ........... $ 416,636 $ 2,134 $ 1,040 $ .25 $ -- $ --
June 30 ........... 464,578 1,427 424 .10 -- --
September 30 ....... 542,390 1,056 143 .03 -- --
December 31 ....... 550,588 1,495 733 .17 422 .10
---------- ---------- ---------- ---------- ---------- ----------
$1,974,192 $ 6,112 $ 2,340 $ .55 $ 422 $ .10
========== ========== ========== ========== ========== ==========
</TABLE>
- -----------------
(1) Reflects basic and diluted earnings per share for indicated periods.
II-25
<PAGE> 38
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL DATA
Oil and Gas Producing Activities (Unaudited) -
Total costs incurred in oil and gas exploration and development
activities, all incurred within the United States, were as follows (in
thousands, except per barrel information):
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Property acquisition costs
Unproved .............. $1,385 $ 600 $ 472
Proved ................ -- 788 --
Exploration costs ........ 665 1,559 --
Development costs ........ 663 1,636 5,181
------ ------ ------
Total costs incurred ..... $2,713 $4,583 $5,653
====== ====== ======
</TABLE>
The aggregate capitalized costs relative to oil and gas producing
activities are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
------------------
1999 1998
-------- --------
<S> <C> <C>
Unproved oil and gas properties ... $ 1,966 $ 871
Proved oil and gas properties ..... 28,742 30,652
-------- --------
30,708 31,523
Accumulated depreciation, depletion
and amortization ................. (20,941) (22,010)
-------- --------
Net capitalized cost ......... $ 9,767 $ 9,513
======== ========
</TABLE>
II-26
<PAGE> 39
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL DATA
Estimated Oil and Natural Gas Reserves (Unaudited) -
The following information regarding estimates of the Company's proved
oil and gas reserves, all located in the United States, is based on reports
prepared on behalf of the Company by petroleum engineers. Because oil and gas
reserve estimates are inherently imprecise and require extensive judgments of
reservoir engineering data, they are generally less precise than estimates made
in conjunction with financial disclosures. The revisions of previous estimates
as reflected in the table below result from more precise engineering
calculations based upon additional production histories.
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------------
1999 1998 1997
------------------- ------------------ ------------------
Natural Natural Natural
Gas Oil Gas Oil Gas Oil
(Mcf's) (Bbls.) (Mcf's) (Bbls.) (Mcf's) (Bbls.)
------- ------- ------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Proved developed and
undeveloped reserves-
Beginning of year 9,248 195 9,761 211 9,834 225
Revisions of previous
estimates (1,247) 197 75 19 1,153 (12)
Purchase of oil and gas
reserves -- -- 1,281 3 -- --
Extensions, discoveries
and other additions 821 247 683 30 2,549 60
Production (1,435) (42) (2,552) (68) (3,775) (62)
------ --- ------ --- ------ ---
End of year 7,387 597 9,248 195 9,761 211
====== === ===== === ====== ===
Proved developed reserves-
End of year 7,026 491 9,248 195 9,761 211
====== === ===== === ====== ===
</TABLE>
Standarized Measure of Discounted Future Net Cash Flows from Oil and Gas
Operations and Changes Therein (Unaudited)-
The standardized measure of discounted future net cash flows was
determined based on the economic conditions in effect at the end of the years
presented, except in those instances where fixed and determinable gas price
escalations are included in contracts. The disclosures below do not purport to
present the fair market value of the Company's oil and gas reserves. An estimate
of the fair market value would also take into account, among other things, the
recovery of reserves in excess of proved reserves, anticipated future changes in
prices and costs, a discount factor more representative of the time value of
money and risks inherent in reserve estimates.
The reserve estimates provided at December 31, 1999 are based on
year-end market prices of $24.06 per barrel for crude oil and $2.36 per Mcf
natural gas.
II-27
<PAGE> 40
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1999 1998 1997
--------- ---------- ---------
(In thousands)
<S> <C> <C> <C>
Future gross revenues ............................. $ 32,011 $ 19,157 $ 25,569
Future costs -
Lease operating expenses ........................ (9,013) (6,381) (7,042)
Development costs ............................... (1,150) (66) (59)
-------- -------- --------
Future net cash flows before income taxes ......... 21,848 12,710 18,468
Discount at 10% per annum ......................... (8,837) (5,104) (4,824)
-------- -------- --------
Discounted future net cash flows
before income taxes ............................. 13,011 7,606 13,644
Future income taxes, net discount at 10%
per annum ....................................... (4,424) (1,765) (1,777)
-------- -------- --------
Standardized measure of
discounted future net cash flows ................ $ 8,587 $ 5,841 $ 11,867
======== ======== ========
</TABLE>
The following are the principal sources of changes in the standardized
measure of discounted future net cash flows:
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1999 1998 1997
--------- ---------- ---------
(In thousands)
<S> <C> <C> <C>
Beginning of year ................................. $ 5,841 $ 11,867 $ 17,036
Revisions to reserves proved in prior years -
Net change in prices and production costs ....... 1,272 (2,625) (7,978)
Net change due to revisions in quantity
estimates....................................... (85) 316 1,331
Accretion of discount ........................... 760 1,364 2,146
Production rate changes and other ............... 1,033 (3,218) (770)
-------- -------- --------
Total revisions .............................. 2,980 (4,163) (5,271)
Purchase of oil and gas reserves, net of future
production costs ............................... -- 1,282 --
New field discoveries and extensions,
net of future production costs ................. 4,365 1,080 5,542
Sales of oil and gas produced, net of
production costs ............................... (1,940) (4,213) (8,094)
Net change in income taxes ...................... (2,659) (12) 2,654
-------- -------- --------
Net change in standardized measure of
discounted future net cash flows ............... 2,746 (6,026) (5,169)
-------- -------- --------
End of year ....................................... $ 8,587 $ 5,841 $ 11,867
======== ======== ========
</TABLE>
II-28
<PAGE> 41
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTARY FINANCIAL DATA
Results of Operations for Oil and Gas Producing Activities (Unaudited)-
The results of oil and gas producing activities, excluding corporate
overhead and interest costs, are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1999 1998 1997
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Revenues ........................................ $ 3,441 $ 5,689 $ 9,904
Costs and expenses-
Production .................................... 1,501 1,477 1,831
Exploration ................................... 665 1,559 --
Depreciation, depletion and amortization....... 1,795 4,493 4,035
------- ------- -------
Operating income (loss) before income taxes...... (520) (1,840) 4,038
Income tax expense (benefit)..................... (153) (644) 1,380
------- ------- -------
Operating income (loss).......................... $ (367) $(1,196) $ 2,658
======= ======= =======
</TABLE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
II-29
<PAGE> 42
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information concerning executive officers of the Company is included in
Part I. The information concerning directors of the Company is incorporated by
reference from the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held April 26, 2000, to be filed with the Commission not
later than 120 days after the end of the fiscal year covered by this Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Items 11, 12 and 13 is incorporated by
reference from the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held April 26, 2000, to be filed with the Commission not
later than 120 days after the end of the fiscal year covered by this Form 10-K.
III-1
<PAGE> 43
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Form 10-K:
1. Financial Statements
Report of Independent Public Accountants
Consolidated Balance Sheet as of December 31, 1999 and 1998
Consolidated Statement of Earnings for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statement of Shareholders' Equity for the Years
Ended December 31, 1999, 1998 and 1997
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Supplementary Financial Data (All unaudited)
2. Exhibits required to be filed
3(a) - Certificate of Incorporation of the Company, as amended. (Incorporated
by reference to Exhibit 3(a) filed with the Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1987)
3(b) - Bylaws of the Company, as amended (Incorporated by reference to
Exhibits 3.2 and 3.2.1 of Amendment No. 1 to the Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on October 29, 1973 - File No. 2-48144)
3(c) - Amendment to the Bylaws of the Company to add an Article VII, Section
8. Indemnification of Directors, Officers, Employees and Agents
(Incorporated by reference to Exhibit 3(c) of the Annual Report on
Form 10-K of the Company for the fiscal year ended December 31, 1986)
4(a) - Specimen common stock Certificate (Incorporated by reference to
Exhibit 4(a) of the Annual Report on Form 10-K of the Company for the
fiscal year ended December 31, 1991)
IV-1
<PAGE> 44
4(c)* - Sixth Amendment to Loan Agreement between Service Transport Company et
al and Bank of America, N.A. dated October 29, 1999.
21* - Subsidiaries of the Registrant
27* - Financial Data Schedule
- ------------------------------
* - Filed herewith
All other financial schedules have been omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.
The separate financial statements of Adams Resources & Energy, Inc. (the
"Parent") are omitted because the conditions specified in Rules 5-04 and 12-04
of regulation S-X are met.
Copies of all agreements defining the rights of holders of long-term debt
of the Company and its subsidiaries, which agreements authorize amounts not in
excess of 10% of the total consolidated assets of the Company, are not filed
herewith but will be furnished to the Commission upon request.
IV-2
<PAGE> 45
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 by the undersigned, thereunto duly authorized.
ADAMS RESOURCES & ENERGY, INC.
(Registrant)
By /s/ RICHARD B. ABSHIRE By /s/ K. S. ADAMS, JR.
------------------------------------- ----------------------------------
(Richard B. Abshire, (K. S. Adams, Jr.,
Vice President-Finance, Director President, Chairman of the Board,
Chief Financial Officer) and Chief Executive Officer)
Date: March 14, 2000
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 date indicated.
By /s/ CLAUDE H. LEWIS By /s/ E. C. REINAUER, JR.
------------------------------ -----------------------------------
(Claude H. Lewis, Director) (E. C. Reinauer, Jr., Director)
By /s/ THOMAS S. SMITH By /s/ E. JACK WEBSTER, JR.
------------------------------ -----------------------------------
(Thomas S. Smith, Director) (E. Jack Webster, Jr., Director)
By /s/ JUANITA G. SIMMONS By /s/ EDWARD WIECK
------------------------------ -----------------------------------
(Juanita G. Simmons, Director) (Edward Wieck, Director)
By /s/ JOHN A. BARRETT
------------------------------
(John A. Barrett, Director)
Date: March 14, 2000
V-1
<PAGE> 46
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
3(a) - Certificate of Incorporation of the Company, as amended.
(Incorporated by reference to Exhibit 3(a) filed with the Annual
Report on Form 10-K of the Company for the fiscal year ended
December 31, 1987)
3(b) - Bylaws of the Company, as amended (Incorporated by reference to
Exhibits 3.2 and 3.2.1 of Amendment No. 1 to the Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on October 29, 1973 - File No. 2-48144)
3(c) - Amendment to the Bylaws of the Company to add an Article VII,
Section 8. Indemnification of Directors, Officers, Employees and
Agents (Incorporated by reference to Exhibit 3(c) of the Annual
Report on Form 10-K of the Company for the fiscal year ended
December 31, 1986)
4(a) - Specimen common stock Certificate (Incorporated by reference to
Exhibit 4(a) of the Annual Report on Form 10-K of the Company
for the fiscal year ended December 31, 1991)
4(b) - Loan Agreement between Adams Resources & Energy, Inc. and
NationsBank Texas N.A. dated October 27, 1993 (Incorporated by
reference to Exhibit 4(b) of the Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 1993)
4(c)* - Sixth Amendment to Loan Agreement between Service Transport
Company et al and NationsBank of Texas N.A. dated October 29,
1999.
21* - Subsidiaries of the Registrant
27* - Financial Data Schedule
</TABLE>
- ------------------------------
* - Filed herewith
<PAGE> 1
EXHIBIT 4-C
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this "Sixth Amendment") is made
and entered into as of the 29th day of October, 1999, by and among SERVICE
TRANSPORT COMPANY, a Texas corporation ("Service Transport Company"), ADAMS
RESOURCES EXPLORATION CORPORATION, a Delaware corporation ("Exploration"),
BUCKLEY MINING CORPORATION, a Kentucky corporation ("Buckley Mining"), CJC
LEASING, INC., a Kentucky corporation ("CJC"), CLASSIC COAL CORPORATION, a
Delaware corporation ("Classic Coal"), ADA MINING CORPORATION, a Texas
corporation ("Ada Mining") and BAYOU CITY PIPELINES, INC., a Texas corporation
formerly known as Bayou City Barge Lines, Inc. ("Bayou City"), each with offices
and place of business at 5 Post Oak Place, 4400 Post Oak Parkway, 27th Floor,
Houston, Texas 77027 (Service Transport Company, Exploration, Buckley Mining,
CJC, Classic Coal, Ada Mining and Bayou City are hereinafter individually called
a "Borrower" and collectively called the "Borrowers"), and BANK OF AMERICA,
N.A., a national banking association (the "Lender"), successor in interest by
merger to NationsBank, N.A. ("NationsBank"), which had changed its name to Bank
of America, N.A., and which was the successor in interest by merger to
NationsBank of Texas, N.A. (the "Original Lender").
WHEREAS, the Borrowers, Ada Crude Oil Company ("Ada Crude Oil") and Ada
Resources, Inc. ("Ada Resources"), (collectively referred to as the "Original
Borrowers") and the Original Lender entered into that certain Loan Agreement
dated October 27, 1993, which Loan Agreement was amended by that certain First
Amendment to Loan Agreement dated October 27, 1994 among the Original Borrowers
and the Original Lender, that certain Second Amendment to Loan Agreement dated
December 29, 1995 among the Original Borrowers and the Original Lender, that
certain Third Amendment to Loan Agreement dated January 27, 1997 among the
Original Borrowers and the Original Lender and that certain Fourth Amendment to
Loan Agreement dated September 30, 1997 among the Original Borrowers and the
Original Lender (as amended, the "Original Loan Agreement"); and
WHEREAS, the Borrowers and NationsBank entered into that certain Fifth
Amendment to Loan Agreement dated February 2, 1999 (the Original Loan Agreement,
as amended by the Fifth Amendment, is referred to herein as the "Loan
Agreement"); and
WHEREAS, due to the assignment of the assets and assumption of
liabilities of Ada Crude Oil and Ada Resources, such parties are no longer
parties under the Loan Agreement; and
WHEREAS, the Borrowers and the Lender desire to make certain amendments
to the terms and provisions of the Loan Agreement, as set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. Section 1.1 of the Loan Agreement is deleted in its entirety, and
the following is substituted in its place:
1.1 Indebtedness. Upon the terms and conditions hereinafter set forth,
the Lender agrees to lend and the Borrowers agree to borrow up to an aggregate
of $17,500,000.00, as evidenced by
<PAGE> 2
a revolving credit and term loan facility to be extended to the
Borrowers by the Lender consisting of two tranches and more
specifically described in Section 1.3 hereof.
2. The definition of "Tranche B Note" in Section 1.2(a) of the Loan
Agreement is deleted in its entirety, and the following is substituted in its
place:
"Tranche B Note" shall mean the promissory note of the
Borrowers in the original principal amount of $7,500,000.00, issued
pursuant to Section 1.3 of this Agreement in the form attached as
Exhibit "A-2" to the Sixth Amendment.
3. There is added to Section 1.2(a) of the Loan Agreement the following
definition:
"ARM Entities" shall mean, collectively, Adams Resources
Marketing, Ltd., Adams Resources Marketing G.P., Inc. and Adams
Resources Marketing II, Inc., each of which is a Subsidiary.
4. The first sentence of Section 1.3(a) of the Loan Agreement is
deleted in its entirety, and the following is substituted in its place:
The Lender, during the period from the date of the Sixth Amendment
through October 27, 2001, subject to the terms and conditions of this
Agreement, agrees (i) to make loans to the Borrowers pursuant to a
revolving credit and term loan facility up to but not in excess of the
lesser of $10,000,000.00 or the amount of the Tranche A Borrowing Base
and (ii) to make additional loans to the Borrowers pursuant to a
revolving credit and term loan facility up to but not in excess of the
lesser of $7,500,000.00 or the amount of the Tranche B Borrowing Base.
5. The last sentence of Section 1.3(a) of the Loan Agreement is deleted
in its entirety, and the following is substituted in its place:
The Borrowers' obligation to repay the Facility shall be evidenced by
two Promissory Notes of the Borrowers in substantially the form
attached as Exhibit "A-1" to the Loan Agreement and Exhibit "A-2" to
the Sixth Amendment, which shall bear interest at the rate, and be
payable at the times, set forth in subsections (b) and (c) of this
Section 1.3.
6. The fourth and fifth sentences of Section 1.3(b) of the Loan
Agreement are deleted in their entirety, and the following is substituted in
their place:
Commencing October 31, 2001, a principal payment shall be made on each
Note on the last day of each October, January, April and July in an
amount equal to one-twelfth (1/12th) of the principal amount
outstanding under such Note at the close of Lender's business on
October 27, 2001. All unpaid principal and accrued and unpaid interest
on the Notes shall be due and payable on or before October 27, 2004.
7. Section 4.2 of the Loan Agreement is deleted in its entirety, and
the following is substituted in its place:
<PAGE> 3
4.2 Operating Lease Commitments: Permitted Guarantees.
Except for Permitted Guarantees, the Borrowers will not incur or
commit to incur, or permit the Guarantor or any Subsidiary (other than
Gulfmark) to incur or commit to incur (a) any Operating Lease
Commitments classified as lease obligations under generally accepted
accounting principles if the aggregate of all such Operating Lease
Commitments of the Borrowers, the Guarantor and the Subsidiaries other
than Gulfmark (an a consolidated basis) equals or exceeds
$7,000,000.00 during any fiscal year of the Borrowers, or (b) any
Operating Lease Commitments classified as capital expenditures under
generally accepted accounting principles if the aggregate of all such
Operating Lease Commitments of the Borrowers, the Guarantor and the
Subsidiaries (on a consolidated basis) equals or exceeds
$7,000,000.00.
8. Clauses (a), (b) and (c) of Section 4.3 of the Loan Agreement are
deleted in their entirety, and the following is substituted in their place:
(a) the Guarantor may advance up to $500,000.00 to Gulfmark, provided
such advances are made pursuant to the Gulfmark Note, (b) the
Guarantor may make Investments in the ARM Entities in an aggregate
amount of up to $4,500,000.00, (c) Investments may be made in, and
loans in advance may be made to, the Borrowers, the Guarantor and the
Subsidiaries (other than Gulfmark [except as permitted by clause (a)
above], the ARM Entities [except as permitted by clause (b) above] and
Plastics Universal) and (d) the Guarantor may make the loan permitted
by the terms of Section 4.8 of this Agreement.
9. Clause (b) of Section 4.4 of the Loan Agreement is deleted in its
entirety, and the following is substituted in its place;
(b) create any additional Subsidiaries (other than the ARM Entities),
10. The first parenthetical in Section 4.5 of the Loan Agreement, which
currently reads "(other than Gulfmark)" is deleted in its entirety, and is
replaced with a parenthetical that reads "(other than Gulfmark and the ARM
Entities)".
11. The closing of the transactions contemplated by this Sixth
Amendment is subject to the satisfaction of the following conditions:
(a) All legal matters incident to the transactions herein
contemplated shall be satisfactory to Gardere Wynne Sewell & Riggs,
L.L.P., counsel to the Lender;
(b) The Lender shall have received a fully executed copy of
this Sixth Amendment, the Tranche B Note and a Notice as to Written
Agreement; and
(c) The Lender shall have received an executed copy of
resolutions of the Board of Directors of each of the Borrowers and the
Guarantor, in form and substance satisfactory to the Lender,
authorizing the execution, delivery and performance of this Sixth
Amendment and all documents, instruments and certificates referred to
herein.
12. Each of the Borrowers hereby reaffirms each of its representations,
warranties, covenants and agreements set forth in the Loan Agreement with the
same force and effect as if each were separately stated herein and made as of
the date hereof. Except as amended hereby, the Loan Agreement shall remain
<PAGE> 4
unchanged, and the terms, conditions and covenants of the Loan Agreement shall
continue and be binding upon the parties hereto.
13. Each of the Borrowers hereby agrees that its liability under any
and all documents and instruments executed by it as security for the
Indebtedness (including, without limitation, the Mortgages, the Security
Agreements, the Collateral Assignment and the Pledges) shall not be reduced,
altered, limited, lessened or in any way affected by the execution and delivery
of this Sixth Amendment or any of the instruments or documents referred to
herein, except as specifically set forth herein or therein, that all of such
documents and instruments are hereby renewed, extended, ratified, confirmed and
carried forward by the Borrowers in all respects, that all of such documents and
instruments shall remain in full force and effect and are and shall remain
enforceable against the Borrowers in accordance with their terms and that all of
such documents and instruments shall cover all indebtedness of the Borrowers to
the Lender described in the Loan Agreement as amended hereby.
14. Each of the terms defined in the Loan Agreement is used in this
Sixth Amendment with the same meaning, except as otherwise indicated in this
Sixth Amendment. Each of the terms defined in this Sixth Amendment is used in
the Loan Agreement with the same meaning, except as otherwise indicated in the
Loan Agreement.
15. THIS SIXTH AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER,
SUBJECT TO, AND SHALL BE CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.
16. THE LOAN AGREEMENT, AS AMENDED, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
SERVICE TRANSPORT COMPANY
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
<PAGE> 5
ADAMS RESOURCES EXPLORATION CORPORATION
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
BUCKLEY MINING CORPORATION
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
CJC LEASING, INC.
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
CLASSIC COAL CORPORATION
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
ADA MINING CORPORATION
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
BAYOU CITY PIPELINES, INC.
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Treasurer
------------------------------------
<PAGE> 6
BANK OF AMERICA, N.A.
By: /s/ JAMES R. ALLRED
------------------------------------------
Name: James R. Allred
------------------------------------
Title: Managing Director
------------------------------------
Guarantor joins in the execution of this Sixth Amendment to evidence
that it hereby agrees and consents to all of the matters contained in this Sixth
Amendment and further agrees that (i) its liability under that certain Guaranty
Agreement dated October 27, 1993, executed by Guarantor for the benefit of the
Lender, as the same may be amended or modified from time to time (the
"Guaranty") shall not be reduced, altered, limited, lessened or in any way
affected by the execution and delivery of this Sixth Amendment or any of the
instruments or documents referred to herein by the parties hereto, except as
specifically set forth herein or therein, (ii) the Guaranty is hereby renewed,
extended, ratified, confirmed and carried forward in all respects, (iii) the
Guaranty is and shall remain in full force and effect and is and shall remain
enforceable against Guarantor in accordance with its terms and (iv) the Guaranty
shall cover all indebtedness of the Borrowers to the Lender described in the
Loan Agreement as amended hereby, including without limitation the $7,500,000.00
Promissory Note attached as Exhibit "A-2" to this Sixth Amendment.
ADAMS RESOURCES & ENERGY, INC.
By: /s/ R.B. ABSHIRE
------------------------------------------
Name: R.B. Abshire
------------------------------------
Title: Vice President
------------------------------------
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The following is a list of all subsidiary corporations of the
registrant. All subsidiaries are wholly-owned by the Company, except that
Buckley Mining Corporation and Plastics Universal Corporation are wholly-owned
subsidiaries of Ada Mining Corporation. The Company's consolidated financial
statements include the accounts of all subsidiaries.
<TABLE>
<CAPTION>
State of
Subsidiary Incorporation
---------- -------------
<S> <C>
Adams Resources Exploration Corporation Delaware
Kirbyville Marketing Co., Inc. Texas
Service Transport Company Texas
Bayou City Pipelines, Inc. Texas
Ada Crude Oil Company Texas
Ada Mining Corporation Texas
Classic Coal Corporation Delaware
Plastics Universal Corporation Kentucky
CJC Leasing, Inc. Kentucky
Buckley Mining Corporation Kentucky
GulfMark Energy, Inc. Texas
Ada Resources, Inc. Texas
Adams Resources Marketing, Ltd. Texas
Adams Resources Marketing GP, Inc. Texas
Adams Resources Marketing II, Inc. Nevada
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 24,137
<SECURITIES> 0
<RECEIVABLES> 217,201
<ALLOWANCES> (223)
<INVENTORY> 21,475
<CURRENT-ASSETS> 264,225
<PP&E> 67,235
<DEPRECIATION> (38,590)
<TOTAL-ASSETS> 293,048
<CURRENT-LIABILITIES> 244,787
<BONDS> 9,900
422
0
<COMMON> 0
<OTHER-SE> 35,599
<TOTAL-LIABILITY-AND-EQUITY> 293,048
<SALES> 3,995,477
<TOTAL-REVENUES> 3,996,659
<CGS> 3,976,624
<TOTAL-COSTS> 3,987,514
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75
<INCOME-PRETAX> 9,070
<INCOME-TAX> 2,683
<INCOME-CONTINUING> 6,387
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,387
<EPS-BASIC> 1.51
<EPS-DILUTED> 1.51
</TABLE>
