1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) /X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1995 or / / Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to ------------- ----------- Commission File Number 1-7908 ADAMS RESOURCES & ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware 74-1753147 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6910 Fannin, Houston, Texas 77030 (Address of principal executive office & Zip Code) Registrant's telephone number, including area code (713) 797-9966 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -- -- The number of shares of Common Stock of the Registrant, par value $.10 per share, outstanding at July 31, 1995 was 4,186,096. 2 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS In thousands, except per share data) Six Months Ended Three Months Ended ---------------------- ---------------------- June 30, June 30, ---------------------- ---------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Revenues: Marketing ................................ $339,242 $283,744 $184,463 $153,636 Transportation ........................... 11,003 9,991 5,493 5,124 Oil and gas .............................. 3,676 1,288 2,064 604 -------- -------- -------- -------- 353,921 295,023 192,020 159,364 -------- -------- -------- -------- Costs and expenses: Operating Marketing .............................. 337,798 282,376 183,715 152,886 Transportation ......................... 9,578 8,259 4,739 4,179 Oil and gas ............................ 764 390 384 216 Corporate general and administrative ......................... 1,054 1,006 483 460 Depreciation, depletion and amortization ........................... 2,720 832 1,828 417 -------- -------- -------- -------- 351,914 292,863 191,149 158,158 -------- -------- -------- -------- Operating earnings ......................... 2,007 2,160 871 1,206 Other income (expense): Discontinued coal operations ............ - 660 - 660 Interest ................................ (216) (92) (128) (72) -------- -------- -------- -------- (216) 568 (128) 588 -------- -------- -------- -------- Earnings before income taxes ............... 1,791 2,728 743 1,794 Income tax provision Current .................................. 79 84 40 48 Deferred ................................. 600 950 250 650 -------- -------- -------- -------- 679 1,034 290 698 -------- -------- -------- -------- Net earnings ............................... $ 1,112 $ 1,694 $ 453 $ 1,096 ======== ======== ======== ======== Earnings per common share .................. $ .27 $ .40 $ .11 $ .26 ======== ======== ======== ======== Dividends per common share ................. $ - $ - $ - $ - ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. 2 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Six Months Comparison - Marketing Gross revenues for the Company's Marketing operations increased by $55,498,000, or 19%, in the comparative current period as a result of generally higher overall world crude oil prices. In contrast to higher crude oil prices, the Company's purchases of crude oil at the wellhead remained consistent at approximately 45,000 barrels per day. The Company's strategy for crude oil marketing is to link purchase and sales contracts to established quotations (postings) that move with general market trends. In this manner, profitability is based on the spread between the going price paid to suppliers at the wellhead and the price received from customers at various delivery points less transportation. Thus, the Company is substantially insulated from the impact of general movements in world crude oil prices. Because of the Company's crude oil marketing strategy, higher world crude oil prices had little or no impact on current operating margins. Marketing division operating margins before depreciation for the first six months of 1995 were $1,444,000 versus $1,368,000 in the similar 1994 period. - Transportation Strong demand caused transportation revenues to increase by 10% to $11,003,000 for the first six months of 1995, however, operating margins before depreciation decreased by 17% to $1,425,000. Reduced earnings are primarily a result of narrowing operating margins as the Company's cost structure has increased while trucking rates have remained constant. In addition, the Company is still in the process of increasing its sales volumes to better match its expanded terminal facility and fleet capacity. As an improved balance between sales volumes and service capacity is obtained, profitability should improve dramatically. - Oil and Gas Oil and gas revenues and operating earnings before depreciation and depletion tripled in the current period to $3,676,000 and $2,912,000 respectively as a direct result of increased oil and gas production volumes stemming from the Company's recent drilling efforts. Volumes and prices compare as follows: 3 4 Six Months Ended Three Months Ended ------------------------------- ------------------------------- June 30, June 30, ------------------------------- ------------------------------- 1995 1994 1995 1994 ------------- ------------ ------------- ------------ Crude oil Volume 58,500 Bbls. 28,000 Bbls. 31,000 Bbls. 12,500 Bbls. Average price $ 16.15/Bbl. $ 13.46/Bbl. $ 16.99/Bbl. $ 14.15/Bbl. Natural gas Volume 1,700,000 Mcf 400,000 Mcf 1,100,000 Mcf 200,000 Mcf Average price, includes value of associated gas liquids $ 1.54 Mcf $ 1.99 Mcf $ 1.40 Mcf $ 2.00 Mcf - Other The provision for depreciation, depletion and amortization is increased in the current quarter with increased capital costs associated with the Company's recent oil and gas drilling activity. Interest expense is also increased because the company increased its level of debt to finance such drilling activity. Three Month Comparison Variations for the comparative three month period ended June 30, 1995 are consistent with the discussion above. Liquidity and Capital Resources During the first six months of 1995, the Company invested $4,935,000 in property equipment additions with the majority of the investment ($3.5 million) going towards oil and gas drilling efforts. Funding for these investments was derived in part from the Company generating $4,432,000 of working capital funds, defined as the sum of net earnings plus the non-cash provisions for depreciation and deferred income taxes not owing as a result of the Company's tax loss carryforward position. The additional $503,000 of investment was financed through increased bank debt. Due to depressed natural gas prices combined with marginal results from the Company's most recent drilling efforts, the Company has slowed its rate of investment in new oil and gas drilling. In this manner, the Company's historic balance between working capital generated from operations and capital spending is maintained. Refer to the "Liquidity and Capital Resources" section of the Company's Annual Report on Form 10-K for the year ended December 31, 1994 for additional discussion of the Company's bank relationships, tax loss carryforwards and other matters. 4 5 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands) June 30, December 31, 1995 1994 --------- --------- (Unaudited) ASSETS Current assets: Cash and cash equivalents ........................... $ 2,088 $ 2,695 Accounts receivable, net ............................ 42,859 35,952 Inventories ......................................... 3,132 2,218 Prepaid and other ................................... 833 552 --------- --------- Total current assets ................... 48,912 41,417 --------- --------- Property and equipment ................................ 40,091 35,230 Less - accumulated depreciation, depletion and amortization ................ (18,210) (15,564) --------- --------- 21,881 19,666 --------- --------- Deferred income taxes ................................. 125 725 Other assets .......................................... 301 493 --------- --------- $ 71,219 $ 62,301 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable .................................... $ 43,005 $ 35,420 Accrued and other liabilities ....................... 1,174 2,387 Current maturities of long-term debt ................ 326 653 --------- --------- Total current liabilities .............. 44,505 38,460 Long-term debt, less current maturities ............... 11,297 9,263 Other liabilities ..................................... 1,062 1,345 --------- --------- 56,864 49,068 --------- --------- Shareholders' equity: Common stock - $.10 par value, 7,500,000 shares authorized, 4,183,096 shares outstanding 418 418 Contributed capital ................................. 8,480 8,470 Retained earnings, after eliminating $13,931,000 of accumulated deficit on December 31, 1992 ...... 5,457 4,345 --------- --------- Total shareholders' equity ............ 14,355 13,233 --------- --------- $ 71,219 $ 62,301 ========= ========= The accompanying notes are an integral part of these financial statements. 5 6 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) Six Months Ended June 30, --------------------- 1995 1994 -------- -------- CASH PROVIDED (USED) BY OPERATIONS: Net earnings ....................................... $ 1,112 $ 1,694 Items of income not requiring (providing) cash - Depreciation, depletion and amortization ......... 2,720 832 Deferred income tax provision .................... 600 950 Other, net ....................................... (91) 1,016 Decrease (increase) in accounts receivable ......... (6,907) (1,551) Decrease (increase) in inventories ................. (914) (886) Decrease (increase) in prepaid and other ........... (281) 85 Increase (decrease) in accounts payable ............ 7,585 3,119 Increase (decrease) in accrued liabilities ......... (1,213) (668) -------- -------- Net cash provided (required) by operating activities ................................... 2,611 4,591 -------- -------- INVESTING ACTIVITIES: Property and equipment additions ................... (4,935) (6,672) Proceeds from property sales ....................... - 504 -------- -------- Net cash provided by (used in) investing activities .................................... (4,935) (6,168) -------- -------- FINANCING ACTIVITIES: Borrowings from bank ............................... 2,065 5,453 Repayment of debt .................................. (358) (46) Sales of stock ..................................... 10 3 -------- -------- Net cash provided by (used in) financing activities ..................................... 1,717 5,410 -------- -------- Increase (decrease) in cash .......................... (607) 3,833 Cash at beginning of period .......................... 2,695 3,323 -------- -------- Cash at end of period ................................ $ 2,088 $ 7,156 ======== ======== Supplemental disclosure of cash flow information: Interest paid during the period .................. $ 486 $ 142 ======== ======== Income taxes paid during the period .............. $ 136 $ - ======== ======== The accompanying notes are an integral part of these financial statements. 6 7 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation The accompanying condensed financial statements are unaudited but, in the opinion of the Company's management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position at June 30, 1995 and results of operations and cash flows for the six months ended June 30, 1995 and 1994. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations, although the Company believes the disclosures made are adequate to make the information presented not misleading. It is suggested these condensed financial statements be read in conjunction with the financial statements, and the notes thereto, included in the Company's latest annual report on Form 10-K. The interim statement of operations is not necessarily indicative of results to be expected for a full year. 7 8 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K a. Exhibits - None. b. Reports on Form 8-K - None. 8 9 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ADAMS RESOURCES & ENERGY, INC. (Registrant) Date: August 5, 1995 By: K. S. ADAMS, JR. ---------------------- ------------------------- K. S. Adams, Jr. Chief Executive Officer RICHARD B. ABSHIRE ------------------------- Richard B. Abshire Chief Financial Officer 9 10 INDEX TO EXHIBITS Exhibit 27 Financial Data Schedule