ADAMS RESOURCES & ENERGY, INC. - Quarter Report: 2006 June (Form 10-Q)
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, 2006
o |
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
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
4400
Post Oak Pkwy Ste 2700 , Houston, Texas 77027
|
(Address
of principal executive office & Zip
Code)
|
Registrant's
telephone number, including area code
(713)
881-3600
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. YES x
NO
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 126-2 of the Exchange Act. (Check
one)
Large
accelerated filer o
Accelerated filer o
Non-accelerated filer x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES o
NO
x
A
total
of 4,217,596 shares of Common Stock were outstanding at August 1,
2006.
PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
REVENUES:
|
|||||||||||||
Marketing
|
$
|
1,042,085
|
$
|
1,036,190
|
$
|
573,597
|
$
|
524,035
|
|||||
Transportation
|
32,097
|
27,898
|
17,156
|
14,849
|
|||||||||
Oil
and gas
|
8,846
|
5,750
|
4,247
|
3,311
|
|||||||||
1,083,028
|
1,069,838
|
595,000
|
542,195
|
||||||||||
COSTS
AND EXPENSES:
|
|||||||||||||
Marketing
|
1,034,082
|
1,029,445
|
569,552
|
521,554
|
|||||||||
Transportation
|
26,719
|
23,587
|
14,073
|
12,292
|
|||||||||
Oil
and gas
|
2,358
|
1,610
|
1,161
|
1,170
|
|||||||||
General
and administrative
|
4,120
|
4,535
|
2,004
|
2,383
|
|||||||||
Depreciation,
depletion and amortization
|
4,436
|
3,389
|
2,394
|
1,996
|
|||||||||
1,071,715
|
1,062,566
|
589,184
|
539,395
|
||||||||||
Operating
earnings
|
11,313
|
7,272
|
5,816
|
2,800
|
|||||||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
249
|
59
|
164
|
38
|
|||||||||
Interest
expense
|
(72
|
)
|
(52
|
)
|
(44
|
)
|
(32
|
)
|
|||||
Earnings
from continuing operations
|
|||||||||||||
before
income taxes
|
11,490
|
7,279
|
5,936
|
2,806
|
|||||||||
Income
tax provision
|
3,808
|
2,520
|
1,898
|
957
|
|||||||||
Earnings
from continuing operations
|
7,682
|
4,759
|
4,038
|
1,849
|
|||||||||
Income
(loss) from discontinued operations, net of tax
|
|||||||||||||
Expense
(benefit) of zero, ($12), zero and $18
|
-
|
(22
|
)
|
-
|
37
|
||||||||
Net
earnings
|
$
|
7,682
|
$
|
4,737
|
$
|
4,038
|
$
|
1,886
|
|||||
EARNINGS
(LOSS) PER SHARE:
|
|||||||||||||
From
continuing operations
|
$
|
1.82
|
$
|
1.13
|
$
|
.96
|
$
|
.43
|
|||||
From
discontinued operation
|
-
|
(.01
|
)
|
-
|
.01
|
||||||||
Basic
and diluted net earnings
|
|||||||||||||
per
common share
|
$
|
1.82
|
$
|
1.12
|
$
|
.96
|
$
|
.44
|
|||||
DIVIDENDS
PER COMMON SHARE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
2
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
thousands)
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
21,886
|
$
|
18,817
|
|||
Accounts
receivable, net of allowance for doubtful
|
|||||||
accounts
of $556 and $608, respectively
|
214,339
|
217,727
|
|||||
Inventories
|
11,228
|
11,692
|
|||||
Risk
management receivables
|
6,042
|
13,324
|
|||||
Income
tax receivables
|
2,031
|
1,304
|
|||||
Prepayments
|
4,692
|
7,586
|
|||||
Total
current assets
|
260,218
|
270,450
|
|||||
Property
and equipment
|
106,039
|
98,861
|
|||||
Less
- accumulated depreciation,
|
|||||||
depletion
and amortization
|
(63,179
|
)
|
(58,965
|
)
|
|||
42,860
|
39,896
|
||||||
Other
assets:
|
|||||||
Risk
management assets
|
72
|
47
|
|||||
Other
assets
|
2,837
|
2,269
|
|||||
$
|
305,987
|
$
|
312,662
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
207,576
|
$
|
213,668
|
|||
Risk
management payables
|
4,862
|
11,542
|
|||||
Accrued
and other liabilities
|
3,974
|
4,790
|
|||||
Current
deferred income taxes
|
1,185
|
1,129
|
|||||
Total
current liabilities
|
217,597
|
231,129
|
|||||
Long-term
debt
|
9,500
|
11,475
|
|||||
Other
liabilities:
|
|||||||
Asset
retirement obligations
|
1,118
|
1,058
|
|||||
Deferred
income taxes and other
|
4,362
|
3,296
|
|||||
Risk
management liabilities
|
72
|
48
|
|||||
232,649
|
247,006
|
||||||
Commitments
and contingencies (Note 6)
|
|||||||
Shareholders’
equity:
|
|||||||
Preferred
stock - $1.00 par value, 960,000 shares
|
|||||||
authorized,
none outstanding
|
-
|
-
|
|||||
Common
stock - $.10 par value, 7,500,000 shares
|
|||||||
authorized,
4,217,596 shares outstanding
|
422
|
422
|
|||||
Contributed
capital
|
11,693
|
11,693
|
|||||
Retained
earnings
|
61,223
|
53,541
|
|||||
Total
shareholders’ equity
|
73,338
|
65,656
|
|||||
$
|
305,987
|
$
|
312,662
|
The
accompanying notes are an integral part of these financial
statements.
3
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
Six
Months Ended
|
|||||||
June
30,
|
|||||||
2006
|
2005
|
||||||
CASH
PROVIDED BY OPERATIONS:
|
|||||||
Earnings
from continuing operations
|
$
|
7,682
|
$
|
4,759
|
|||
Adjustments
to reconcile net earnings to net cash
|
|||||||
provided
by (used in) operating activities -
|
|||||||
Depreciation,
depletion and amortization
|
4,436
|
3,389
|
|||||
Gains
on property sales
|
(32
|
)
|
(640
|
)
|
|||
Impairment
on non-producing oil and gas properties
|
389
|
202
|
|||||
Other,
net
|
(66
|
)
|
(65
|
)
|
|||
Decrease
(increase) in accounts receivable
|
3,388
|
(3,913
|
)
|
||||
Decrease
(increase) in inventories
|
464
|
(3,374
|
)
|
||||
Risk
management activities
|
601
|
150
|
|||||
Decrease
(increase) in tax receivable
|
(727
|
)
|
(327
|
)
|
|||
Decrease
(increase) in prepayments
|
2,894
|
4,643
|
|||||
Increase
(decrease) in accounts payable
|
(5,866
|
)
|
2,668
|
||||
Increase
(decrease) in accrued liabilities
|
(816
|
)
|
(1,698
|
)
|
|||
Deferred
income taxes
|
1,130
|
366
|
|||||
Net
cash provided by continuing operations
|
13,477
|
6,160
|
|||||
Net
cash provided by discontinued operations
|
-
|
117
|
|||||
Net
cash provided by operating activities
|
13,477
|
6,277
|
|||||
INVESTING
ACTIVITIES:
|
|||||||
Property
and equipment additions
|
(7,935
|
)
|
(6,163
|
)
|
|||
Insurance
deposits
|
(530
|
)
|
(817
|
)
|
|||
Proceeds
from property sales
|
32
|
787
|
|||||
Net
cash (used in) investing activities
|
(8,433
|
)
|
(6,193
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Net
repayments under credit agreements
|
(1,975
|
)
|
-
|
||||
Net
cash used in financing activities
|
(1,975
|
)
|
-
|
||||
Increase
in cash and cash equivalents
|
3,069
|
84
|
|||||
Cash
at beginning of period
|
18,817
|
19,942
|
|||||
Cash
at end of period
|
$
|
21,886
|
$
|
20,026
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Interest
paid during the period
|
$
|
74
|
$
|
52
|
|||
Income
taxes paid during the period
|
$
|
3,232
|
$
|
2,167
|
The
accompanying notes are an integral part of these financial
statements.
4
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
Note
1 -
Basis of Presentation
The
accompanying condensed consolidated financial statements are unaudited but,
in
the opinion of the Company's management, include all adjustments (consisting
of
normal recurring accruals) necessary for the fair presentation of its financial
position at June 30, 2006 and December 31, 2005, its results of operations
and
its cash flows for the six months ended June 30, 2006 and 2005. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to Securities and Exchange Commission
rules and regulations. Although the Company believes the disclosures made are
adequate to make the information presented not misleading, it is suggested
that
these condensed consolidated financial statements be read in conjunction with
the financial statements, and the notes thereto, included in the Company's
latest annual report on Form 10-K for the year ended December 31, 2005. The
interim statement of operations is not necessarily indicative of results to
be
expected for a full year.
Note
2 -
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 wholly owned
subsidiaries (the "Company") after elimination of all significant intercompany
accounts and transactions. Certain reclassifications have been made to prior
year amounts in order to conform to current year presentation related to
discontinued operations.
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 1,000-mile radius of Houston, Texas.
Cash
and Cash Equivalents
Cash
and
cash equivalents include any treasury bill, commercial paper, money market
fund
or federal funds with maturity of 30 days or less. Included in the cash balance
at June 30, 2006 and December 31, 2005 is a deposit of $2 million to
collateralize the Company’s month-to-month crude oil letter of credit
facility.
Inventories
Crude
oil
and petroleum product inventories are carried at the lower of cost or market.
Petroleum products inventory includes gasoline, lubricating oils and other
petroleum products purchased for resale and valued at cost determined on the
first-in, first-out basis, while crude oil inventory is valued at average cost.
Components of inventory are as follows (in
thousands):
5
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Crude
oil
|
$
|
9,093
|
$
|
9,924
|
|||
Petroleum
products
|
2,135
|
1,768
|
|||||
$
|
11,228
|
$
|
11,692
|
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") is removed from the accounts and any gain or loss is reflected in
earnings.
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. Such evaluations are made on a quarterly basis.
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. As of June 30, 2006,
the Company had no unevaluated or suspended exploratory drilling
costs.
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.
The
Company is required to periodically review long-lived assets 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 represent management’s best estimate
based on reasonable and supportable assumptions. Proved oil and gas properties
are reviewed for impairment on a field-by-field basis. Any impairment recognized
is permanent and may not be restored. In addition, management evaluates the
carrying value of non-producing properties and may deem them impaired for lack
of drilling activity. Such evaluations are made on a quarterly basis.
Accordingly, a $389,000 and a $202,000 impairment provision on non-producing
properties was recorded in the six-month period ended June 30, 2006 and 2005,
respectively. In addition, during the second quarter of 2006, a $188,000
impairment provision on producing oil and gas properties was recorded and
included in DD&A as a result of relatively high costs incurred on certain
properties relative to their oil and gas reserve additions.
Other
Assets
Other
assets primarily consist of cash deposits associated with the Company’s business
activities. The Company has established certain deposits to support its
participation in its liability insurance program and such deposits totaled
$1,347,000 as of June 30, 2006. In addition, the Company maintains certain
deposits to support the collection and remittance of state crude oil severance
taxes. Such deposits totaled $995,000 as of June 30, 2006.
6
Revenue
Recognition
Commodity
purchases and sales associated with the Company’s natural gas marketing
activities qualify as derivative instruments under Statement of Financial
Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and
Hedging Activities” (“SFAS No. 133”). Therefore, natural gas purchases and sales
are recorded on a net revenue basis in the accompanying financial statements
in
accordance with Emerging Issues Task Force (“EITF”) 02-13 “Issues Involved in
Accounting for Derivative Contracts Held for Trading Purposes and Contracts
Involved in Energy Trading and Risk Management Activities”. In contrast, a
significant portion of crude oil purchases and sales qualify, and have been
designated as, normal purchases and sales. Therefore, crude oil purchases and
sales are primarily recorded on a gross revenue basis in the accompanying
condensed consolidated financial statements. Those purchases and sales of crude
oil that do not qualify as “normal purchases and sales” are recorded on a net
revenue basis in the accompanying condensed consolidated financial statements.
For “normal purchase and sale” activities, the Company’s customers are invoiced
monthly based on contractually agreed upon terms and revenue is recognized
in
the month in which the physical product is delivered to the customer. Where
required, the Company recognizes fair value or mark-to-market gains and losses
related to its natural gas and crude oil trading activities. A detailed
discussion of the Company’s risk management activities is included later in this
footnote.
Substantially
all of the Company’s petroleum products marketing activity qualify as a “normal
purchase and sale” and revenue is recognized in the period when the customer
physically takes possession and title to the product upon delivery at their
facility. The Company recognizes fair value or mark to market gains and losses
on refined product marketing activities that do not qualify as “normal purchases
and sales”.
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 title and physical possession of the oil and gas passes to the
purchaser.
Included
in marketing segment revenues and costs is the gross proceeds and costs
associated with certain crude oil buy/sell arrangements. Crude oil buy/sell
arrangements result from a single contract or concurrent contracts with a single
counterparty to provide for similar quantities of crude oil to be bought and
sold at two different locations. Such contracts may be entered into for a
variety of reasons, including to effect the transportation of the commodity,
to
minimize credit exposure, and to meet the competitive demands of the customer.
In September 2005, the EITF of the Financial Accounting Standards Board (“FASB”)
reached consensus in the issue of accounting for buy/sell arrangements as part
of its EITF Issue No. 04-13, “Accounting for Purchases and Sales of Inventory
with the Same Counterparty” (“Issue 04-13”). As part of Issue 04-13, the EITF is
requiring that all buy/sell arrangements be reflected on a net basis, such
that
the purchase and sale are netted and shown as either a net purchase or a net
sale in the income statement. This requirement is effective for new arrangements
entered into after June 30, 2006. However, the Company adopted Issue 04-13
effective January 1, 2006. Prior period amounts for marketing revenues and
marketing costs and expenses in the accompanying condensed consolidated
statements of operations were not restated to reflect the requirements of Issue
04-13.
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 potentially dilutive common stock shares outstanding during the
period. The weighted average number of shares outstanding was 4,217,596 for
the
six-month periods ended June 30, 2006 and 2005. There were no potentially
dilutive securities during those periods in 2006 and 2005.
7
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. Examples of significant estimates used in the accompanying condensed
consolidated financial statements include the accounting for depreciation,
depletion and amortization, oil and gas property impairments, the provision
for
bad debts, income taxes, contingencies and price risk management
activities.
Price
Risk Management Activities
SFAS
No.
133, as amended by SFAS No. 137 and No. 138, establishes accounting and
reporting standards that require every derivative instrument (including certain
derivative instruments embedded in other contracts) to be recorded on the
balance sheet as either an asset or liability measured at its fair value, unless
the derivative qualifies and has been designated as a normal purchase or sale.
Changes in fair value are recognized immediately in earnings unless the
derivatives qualify for, and the Company elects, cash flow hedge accounting.
The
Company had no contracts designated for hedge accounting under SFAS No. 133
during any current reporting periods.
The
Company’s trading and non-trading transactions give rise to market risk, which
represents the potential loss that may result from a change in the market value
of a particular commitment. The Company closely monitors and manages its
exposure to market risk to ensure compliance with the Company’s risk management
policies. Such policies are regularly assessed to ensure their appropriateness
given management’s objectives, strategies and current market
conditions.
The
Company’s forward crude oil contracts are designated as normal purchases and
sales. Natural gas forward contracts and energy trading contracts on crude
oil
and natural gas are recorded at fair value, depending on management’s
assessments of the numerous accounting standards and positions that comply
with
generally accepted accounting principles. The undiscounted fair value of such
contracts is reflected on the Company’s balance sheet as risk management assets
and liabilities. The revaluation of such contracts is recognized in the
Company’s results of operations. Current market price quotes from actively
traded liquid markets are used in all cases to determine the contracts’ fair
value. Risk management assets and liabilities are classified as short-term
or
long-term depending on contract terms. The estimated future net cash inflow
based on market prices as of June 30, 2006 is $1,180,000, all of which will
be
received during the remainder of 2006 through December 2007. The estimated
future cash inflow approximates the net fair value recorded in the Company’s
risk management assets and liabilities.
The
following table illustrates the factors impacting the change in the net value
of
the Company’s risk management assets and liabilities for the six-month period
ended June 30, 2006 and 2005 (in
thousands):
2006
|
2005
|
||||||
Net
fair value on January 1,
|
$
|
1,781
|
$
|
630
|
|||
Activity
during the period
|
|||||||
-Cash
paid (received) from settled contracts
|
(1,455
|
)
|
(617
|
)
|
|||
-Net
realized gain from prior years’ contracts
|
258
|
149
|
|||||
-Net
unrealized gain from prior years’ contracts
|
-
|
22
|
|||||
-Net
unrealized (loss) from prior years’ contracts
|
(62
|
)
|
-
|
||||
-Net
unrealized gain from current year contracts
|
658
|
296
|
|||||
Net
fair value on June 30,
|
$
|
1,180
|
$
|
480
|
8
Asset
Retirement Obligations
SFAS
No.
143 “Accounting for Asset Retirement Obligations” established an accounting
model for accounting and reporting obligations associated with retirement of
tangible long-lived assets and associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset's retirement obligation
be recorded in the period in which it is incurred and the corresponding cost
capitalized by increasing the carrying amount of the related long-lived asset.
The liability is accreted to its then present value each period, and the
capitalized cost is depreciated over the useful life of the related asset.
If
the liability is settled for an amount other than the recorded amount, a gain
or
loss is recognized. A summary of the recording of the estimated fair value
of
the Company’s asset retirement obligations is presented as follows (in
thousands):
2006
|
2005
|
||||||
Balance
on January 1,
|
$
|
1,058
|
$
|
723
|
|||
-Liabilities
incurred
|
24
|
11
|
|||||
-Accretion
of discount
|
36
|
43
|
|||||
-Liabilities
settled
|
-
|
(11
|
)
|
||||
-Revisions
to estimates
|
-
|
-
|
|||||
Balance
on June 30,
|
$
|
1,118
|
$
|
766
|
In
addition to an accrual for asset retirement obligations, the Company maintains
$75,000 in escrow cash, which is legally restricted for the potential purpose
of
settling asset retirement costs in accordance with certain state regulations.
Such cash deposits are included in other assets on the accompanying balance
sheet.
In
March
2005, the FASB issued Interpretation No. (“FIN”) 47. FIN 47 clarifies that an
entity must record a liability for a “conditional” asset retirement obligation
if the fair value can be reasonably estimated. The adoption of FIN 47 had no
impact on the Company’s financial statements.
New
Accounting Pronouncements
In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”, which
established accounting standards for all transactions in which an entity
exchanges its equity instruments for goods and services. SFAS No. 123(R) focuses
primarily on accounting for such transactions with employees. As of June 30,
2006, the Company had no stock-based employee compensation plans, nor any other
share-based payment arrangements.
In
November 2004, the FASB issued SFAS No. 151, “Inventory Costs”. This statement
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). SFAS No. 151 requires that
these
items be charged to expense regardless of whether they meet the “so abnormal”
criterion outlined in Accounting Research Bulletin 43. This statement was
effective for inventory costs incurred during fiscal years beginning after
June
15, 2005. The adoption of this statement did not have any material effect on
the
Company’s financial position, results of operations or cash flows.
In
May
2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”.
This statement establishes new standards on the accounting for and reporting
of
changes in accounting principles and error corrections. SFAS No. 154 requires
retrospective application to the financial statements of prior periods for
all
such changes, unless it is impracticable to do so. SFAS No. 154 was effective
for the Company in the first quarter of 2006.
9
In
July
2006, the FASB issued Financial Interpretation (FIN) No. 48, “Accounting for
Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109.” FIN
48 addresses the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with SFAS No. 109, “Accounting
for Income Taxes.” FIN 48 prescribes specific criteria for the financial
statement recognition and measurement of the tax effects of a position taken
or
expected to be taken in a tax return. This interpretation also provides guidance
on derecognition of previously recognized tax benefits, classification of tax
liabilities on the balance sheet, recording interest and penalties on tax
underpayments, accounting in interim periods, and disclosure requirements.
FIN
48 is effective for fiscal periods beginning after December 15, 2006. The
Company is currently assessing the impact, if any, that the adoption of FIN
48
will have on its financial statements.
Note
3 -
Discontinued Operations
Effective
September 30, 2005, the Company sold its ownership in its offshore Gulf of
Mexico crude oil gathering pipeline. The sale was completed to eliminate
abandonment obligations and because the Company was no longer purchasing crude
oil in the affected region. The operating results for the pipeline for the
six
months and second quarter of 2005 have been reflected in the accompanying
unaudited condensed consolidated statement of operations as income from
discontinued operations. As of September 30, 2005, the Company had no assets
or
liabilities associated with this former operation.
Note
4 -
Segment Reporting
The
Company is primarily engaged in the business of marketing crude oil, natural
gas
and petroleum products; 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):
-
Six
Month Comparison
Segment
|
Depreciation
|
Property
and
|
|||||||||||
Operating
|
Depletion
and
|
Equipment
|
|||||||||||
Revenues
|
Earnings
|
Amortization
|
Additions
|
||||||||||
Period
Ended June 30, 2006
|
|||||||||||||
Marketing
|
|||||||||||||
-
Crude Oil
|
$
|
947,128
|
$
|
4,043
|
$
|
439
|
$
|
1,254
|
|||||
-
Natural gas
|
5,545
|
2,422
|
29
|
220
|
|||||||||
-
Refined products
|
89,412
|
878
|
192
|
902
|
|||||||||
Marketing
Total
|
1,042,085
|
7,343
|
660
|
2,376
|
|||||||||
Transportation
|
32,097
|
3,145
|
2,233
|
969
|
|||||||||
Oil
and gas
|
8,846
|
4,945
|
1,543
|
4,590
|
|||||||||
$
|
1,083,028
|
$
|
15,433
|
$
|
4,436
|
$
|
7,935
|
||||||
Period
Ended June 30, 2005
|
|||||||||||||
Marketing
|
|||||||||||||
-
Crude Oil
|
$
|
963,010
|
$
|
4,988
|
$
|
371
|
$
|
57
|
|||||
-
Natural gas
|
3,249
|
1,114
|
29
|
12
|
|||||||||
-
Refined products
|
69,931
|
3
|
240
|
53
|
|||||||||
Marketing
Total
|
1,036,190
|
6,105
|
640
|
122
|
|||||||||
Transportation
|
27,898
|
2,994
|
1,317
|
2,421
|
|||||||||
Oil
and gas
|
5,750
|
2,708
|
1,432
|
3,620
|
|||||||||
$
|
1,069,838
|
$
|
11,807
|
$
|
3,389
|
$
|
6,163
|
10
-
Three
Month Comparison
Segment
|
Depreciation
|
Property
and
|
|||||||||||
Operating
|
Depletion
and
|
Equipment
|
|||||||||||
Revenues
|
Earnings
|
Amortization
|
Additions
|
||||||||||
Period
Ended June 30, 2006
|
|||||||||||||
Marketing
|
|||||||||||||
-
Crude Oil
|
$
|
519,974
|
$
|
2,582
|
$
|
232
|
$
|
169
|
|||||
-
Natural gas
|
2,456
|
631
|
14
|
220
|
|||||||||
-
Refined products
|
51,167
|
493
|
93
|
886
|
|||||||||
Marketing
Total
|
573,597
|
3,706
|
339
|
1,275
|
|||||||||
Transportation
|
17,156
|
1,974
|
1,109
|
355
|
|||||||||
Oil
and gas
|
4,247
|
2,140
|
946
|
1,674
|
|||||||||
$
|
595,000
|
$
|
7,820
|
$
|
2,394
|
$
|
3,304
|
||||||
Period
Ended June 30, 2005
|
|||||||||||||
Marketing
|
|||||||||||||
-
Crude Oil
|
$
|
484,610
|
$
|
1,577
|
$
|
188
|
$
|
15
|
|||||
-
Natural gas
|
1,590
|
377
|
15
|
-
|
|||||||||
-
Refined products
|
37,835
|
211
|
113
|
40
|
|||||||||
Marketing
Total
|
524,035
|
2,165
|
316
|
55
|
|||||||||
Transportation
|
14,849
|
1,825
|
732
|
576
|
|||||||||
Oil
and gas
|
3,311
|
1,193
|
948
|
2,042
|
|||||||||
$
|
542,195
|
$
|
5,183
|
$
|
1,996
|
$
|
2,673
|
Identifiable
assets by industry segment are as follows (in
thousands):
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Marketing
|
|||||||
-
Crude oil
|
$
|
152,485
|
$
|
145,097
|
|||
-
Natural gas
|
53,371
|
75,741
|
|||||
-
Refined products
|
21,166
|
19,471
|
|||||
Marketing
Total
|
227,022
|
240,309
|
|||||
Transportation
|
28,139
|
28,412
|
|||||
Oil
and gas
|
22,581
|
20,780
|
|||||
Other
|
28,245
|
23,161
|
|||||
$
|
305,987
|
$
|
312,662
|
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.
11
Segment
operating earnings reflect revenues net of operating costs and depreciation,
depletion and amortization. Segment earnings reconcile to earnings from
continuing operations before income taxes as follows (in
thousands):
Six
months ended
|
Three
months ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Segment
operating earnings
|
$
|
15,433
|
$
|
11,807
|
$
|
7,820
|
$
|
5,183
|
|||||
-
General and administrative
|
(4,120
|
)
|
(4,535
|
)
|
(2,004
|
)
|
(2,383
|
)
|
|||||
Operating
earnings
|
11,313
|
7,272
|
5,816
|
2,800
|
|||||||||
-
Interest income
|
249
|
59
|
164
|
38
|
|||||||||
-
Interest expense
|
(72
|
)
|
(52
|
)
|
(44
|
)
|
(32
|
)
|
|||||
Earnings
from continuing operations
|
|||||||||||||
before
income taxes
|
$
|
11,490
|
$
|
7,279
|
$
|
5,936
|
$
|
2,806
|
Note
5 -
Transactions with Affiliates
Mr.
K. S.
“Bud” Adams, Jr., Chairman and Chief Executive Officer, and certain of his
family limited partnerships and affiliates have participated as working interest
owners with the Company’s subsidiary, Adams Resources Exploration Corporation.
Mr. Adams and such affiliates participate on terms no better than those afforded
other non-affiliated working interest owners. In recent years, such related
party transactions tend to result after the Company has first identified oil
and
gas prospects of interest. Due to capital budgeting constraints, typically
the
available dollar commitment to participate in such transactions is greater
than
the amount management is comfortable putting at risk. In such event, the Company
first determines the percentage of the transaction it wants to obtain, which
allows a related party to participate in the investment to the extent there
is
excess available. Such related party transactions are individually reviewed
and
approved by a committee of independent directors on the Company’s Board of
Directors. As of June 30, 2006, the Company owed a combined net total of
$107,644 to these related parties. In connection with the operation of certain
oil and gas properties, the Company also charges such related parties for
administrative overhead primarily as prescribed by the Council of Petroleum
Accountants Society (“COPAS”) Bulletin 5. Such overhead recoveries totaled
$58,704 during the first six months of 2006.
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.
12
Note
6 -
Commitments and Contingencies
In
March
2004, a suit styled Le
Petit Chateau De Luxe, et. al. vs Great Southern Oil & Gas
Co., et. al.
was
filed in the Civil District Court for Orleans Parish, Louisiana against the
Company and its subsidiary, Adams Resources Exploration Corporation, among
other
defendants. The suit alleges that certain property in Acadia Parish, Louisiana
was environmentally contaminated by oil and gas exploration and production
activities during the 1970s and 1980s. An alleged amount of damage has not
been
specified. Management believes the Company has consistently conducted its oil
and gas exploration and production activities in accordance with all
environmental rules and regulations in effect at the time of operation.
Management notified its insurance carrier about this claim, and thus far the
insurance carrier has declined to offer coverage. The Company is litigating
this
matter with its insurance carrier. In any event, management does not believe
the
outcome of this matter will have a material adverse effect on the Company’s
financial position or results of operations.
From
time
to time as incident to its operations, the Company becomes involved in various
lawsuits and/or disputes. Primarily as an operator of an extensive trucking
fleet, the Company may be a party to motor vehicle accidents, worker
compensation claims or other items of general liability as would be typical
for
the industry. Except as disclosed herein, management of the Company is presently
unaware of any claims against the Company that are either outside the scope
of
insurance coverage, or that may exceed the level of insurance coverage, and
could potentially represent a material adverse effect on the Company’s financial
position or results of operations.
Note
7 -
Guarantees
Pursuant
to arranging operating lease financing for truck tractors and tank trailers,
individual subsidiaries of the Company may guarantee the lessor a minimum
residual sales value upon the expiration of a lease and sale of the underlying
equipment. Aggregate guaranteed residual values for tractors and trailers under
operating leases as of June 30, 2006 are as follows (in
thousands):
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
||||||||||||||||
Lease
residual values
|
$
|
61
|
$
|
-
|
$
|
304
|
$
|
1,475
|
$
|
217
|
$
|
469
|
$
|
2,526
|
In
connection with certain contracts for the purchase and resale of branded motor
fuels, the Company has received certain price discounts from its suppliers
toward the purchase of gasoline and diesel fuel. Such discounts have been passed
through to the Company’s customers as an incentive to offset a portion of the
costs associated with offering branded motor fuels for sale to the general
public. Under the terms of the supply contracts, the Company and its customers
are not obligated to return the price discounts, provided the gasoline service
station offering such product for sale remains as a branded station for periods
ranging from three to ten years. The Company has a number of customers and
stations operating under such arrangements and the Company’s customers are
contractually obligated to remain a branded dealer for the required periods
of
time. Should the Company’s customers seek to void such contracts, the Company
would be obligated to return a portion of such discounts received to its
suppliers. As of June 30, 2006, the maximum amount of such potential obligation
is approximately $1,107,000. Management of the Company believes its customers
will adhere to their branding obligations and no such refunds will
result.
Presently,
the Company and its subsidiaries have no other types of guarantees outstanding
that in the future would require liability recognition under the provisions
of
FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others”.
13
Adams
Resources & Energy, Inc. frequently issues parent guarantees of commitments
resulting from the ongoing activities of its subsidiary companies. The
guarantees generally result from subsidiary commodity purchase obligation,
subsidiary lease commitments and subsidiary bank debt. The nature of such
guarantees is to guarantee the performance of the subsidiary companies in
meeting their respective underlying obligations. Except for operating lease
commitments and letters of credit, all such underlying obligations are recorded
on the books of the subsidiary companies and are included in the accompanying
condensed consolidated financial statements. Therefore, no such obligation
is
recorded again on the books of the parent. The parent would only be called
upon
to perform under the guarantee in the event of a payment default by the
applicable subsidiary company. In satisfying such obligations, the parent would
first look to the assets of the defaulting subsidiary company. As of June 30,
2006, the amount of parental guaranteed obligations are as follows (in
thousands):
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
||||||||||||||||
Bank
debt
|
$
|
-
|
$
|
1,188
|
$
|
4,750
|
$
|
3,562
|
$
|
-
|
$
|
-
|
$
|
9,500
|
||||||||
Operating
leases
|
2,087
|
4,060
|
3,861
|
1,539
|
548
|
290
|
12,385
|
|||||||||||||||
Lease
residual values
|
61
|
-
|
304
|
1,475
|
217
|
469
|
2,526
|
|||||||||||||||
Commodity
purchases
|
37,640
|
-
|
-
|
-
|
-
|
-
|
37,640
|
|||||||||||||||
Letters
of credit
|
39,439
|
-
|
-
|
-
|
-
|
-
|
39,439
|
|||||||||||||||
$
|
79,227
|
$
|
5,248
|
$
|
8,915
|
$
|
6,576
|
$
|
765
|
$
|
759
|
$
|
101,490
|
14
Item
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results
of Operations
-
|
Marketing
|
Marketing
segment revenues, operating earnings and depreciation are presented as follows
(in
thousands):
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenues
|
$
|
1,042,085
|
$
|
1,036,190
|
$
|
573,597
|
$
|
524,035
|
|||||
Operating
earnings
|
$
|
7,343
|
$
|
6,105
|
$
|
3,706
|
$
|
2,165
|
|||||
Depreciation
|
$
|
660
|
$
|
640
|
$
|
339
|
$
|
316
|
Marketing
segment revenues result from sales of crude oil, natural gas and refined
products such as gasoline and diesel. Required reporting for certain sales
transactions is on a gross revenue basis as title passes to the customer, while
other sales transactions are reported on a net revenue basis (i.e. the commodity
acquisition cost is netted against gross sales value). Components of marketing
segment revenues are as follows (in
thousands):
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Crude
oil sales, net of proceeds from buy/sell arrangements
|
$
|
947,128
|
$
|
623,757
|
$
|
519,974
|
$
|
309,422
|
|||||
Crude
oil sales proceeds from buy/sell arrangements
|
-
|
339,253
|
-
|
175,188
|
|||||||||
Natural
gas sales
|
5,545
|
3,249
|
2,456
|
1,590
|
|||||||||
Refined
product sales
|
89,412
|
69,931
|
51,167
|
37,835
|
|||||||||
$
|
1,042,085
|
$
|
1,036,190
|
$
|
573,597
|
$
|
524,035
|
Prior
to
January 1, 2006, proceeds from transactions involving crude oil buy/sell
arrangements were reported on a gross revenue basis. Beginning this year, such
buy/sell transactions are reported on a net revenue basis. The table above
shows
this comparison. This 2006 required accounting change for the presentation
of
revenue transactions has no impact on net earnings or reported earnings from
operations. As shown, crude oil sales net of proceeds from buy/sell arrangements
increased by 52 percent to $947,128,000 for the comparative current six month
period primarily due to an increase in the commodity price for crude oil. This
relationship is reflected in the table of operating statistics shown
below.
For
natural gas transactions, sales are presented on a net revenue basis. The
current period revenue increase to $5,545,000 reflects improved gross margins,
consistent with the analysis for operating earnings presented below. The refined
product sales increase to $89,412,000 for the current period reflects higher
commodity prices consistent with the trend for crude oil.
15
Supplemental
volume and price information is as follows:
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Field
Level Purchase Volumes - Per day (1)
|
|||||||||||||
Crude
oil - barrels
|
65,650
|
69,900
|
64,900
|
69,100
|
|||||||||
Natural
gas - mmbtu’s
|
335,400
|
314,000
|
327,500
|
291,700
|
|||||||||
Average
Purchase Price
|
|||||||||||||
Crude
oil - per barrel
|
$
|
63.51
|
$
|
48.80
|
$
|
66.65
|
$
|
50.00
|
|||||
Natural
Gas - per mmbtu’s
|
$
|
7.01
|
$
|
6.35
|
$
|
6.38
|
$
|
6.61
|
_____________________________
(1) Reflects
the volume purchased from third parties at the oil and gas field
level.
The
components of marketing segment operating earnings are as follows (in
thousands):
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Crude
Oil
|
$
|
4,043
|
$
|
4,988
|
$
|
2,582
|
$
|
1,577
|
|||||
Natural
Gas
|
2,422
|
1,114
|
631
|
377
|
|||||||||
Refined
Products
|
878
|
3
|
493
|
211
|
|||||||||
$
|
7,343
|
$
|
6,105
|
$
|
3,706
|
$
|
2,165
|
Comparative
crude oil operating earnings for the six months ended June 30, 2006 were reduced
because the Company benefited from a $1,080,000 reduction in crude oil marketing
expenses during 2005 attributable to cash collected on certain previously
disputed and fully resolved items. Such items did not recur in 2006. Also during
the first half of 2005, the Company recognized a $2,300,000 gain from
liquidating relatively lower priced crude oil inventories into a higher priced
market. During 2005, crude oil prices rose from the $43 per barrel range as
of
January 1, 2005 to the $54 per barrel range as of June 30, 2005. A similar
situation recurred in 2006 as crude oil prices rose from the $59 per barrel
range as of January 1, 2006 to the $70 per barrel range as of June 30, 2006,
producing a $1,548,000 liquidation gain for the first half of 2006. As of June
30, 2006, the Company held 130,816 barrels of crude oil valued at $69.51 per
barrel. Crude oil operating earnings improved for the second quarter of 2006
relative to the second quarter of 2005 because during 2006, the previously
noted
inventory liquidation gains primarily occurred during the second quarter while
in 2005 such gains primarily occurred during the first quarter.
The
Company has reinitiated its prior practice of speculative trading of forward
crude oil positions. From 1998 through 2001, the Company had previously engaged
in the trading of forward crude oil contracts as a complement to its overall
crude oil acquisition business. Financial constraint beginning in 2002 caused
the Company to cease its speculative trading activity at that time. However,
current market conditions are favorable toward such efforts and the Company
re-hired its former personnel to perform this function. The Company has a
written statement of policies and procedures to govern this area. During the
first half and second quarter of 2006, such speculative crude oil trading
activity produced an operating margin of approximately $998,000 and $623,000,
respectively which is included in crude oil sales.
16
Operating
earnings from natural gas improved for the six month and three month periods
ended June 30, 2006 to $2,422,000 and $631,000, respectively, due to improved
per unit margins. The 2006 margin improvement resulted from the Company
redirecting its available natural gas supply to end markets offering better
pricing. Operating earnings from motor fuels and other refined product sales
also improved in 2006 as a result of improved per unit margins.
-
|
Transportation
|
Transportation
segment revenues, earnings and depreciation are as follows (in
thousands):
Six
Months Ended
|
Three
Months Ended
|
||||||||||||||||||
June
30,
|
June
30,
|
||||||||||||||||||
2006
|
2005
|
Increase
|
2006
|
2005
|
Increase
|
||||||||||||||
Revenues
|
$
|
32,097
|
$
|
27,898
|
15.1
|
%
|
$
|
17,156
|
$
|
14,849
|
15.5
|
%
|
|||||||
Operating
earnings
|
$
|
3,145
|
$
|
2,994
|
5.0
|
%
|
$
|
1,974
|
$
|
1,825
|
8.2
|
%
|
|||||||
Depreciation
|
$
|
2,233
|
$
|
1,317
|
69.5
|
%
|
$
|
1,109
|
$
|
732
|
51.5
|
%
|
Transportation
segment revenues improved by 15.1 percent to $32,097,000 for the first six
months of 2006 due to improved customer demand and higher freight rates.
Operating earnings did not keep pace however, due to disproportionate increases
in operating costs associated with an expanded fleet, and escalating driver
wages and fuel costs. By comparison, fuel cost increased by 31 percent for
the
comparative first half to $6,005,000, while depreciation increased by 70
percent
to $2,233,000. Comparative quarterly results were consistent with the six-month
variations.
-
|
Oil
and Gas
|
Oil
and
gas segment revenues and operating earnings are primarily a function of crude
oil and natural gas prices and volumes. Comparative amounts for revenues,
operating earnings and depreciation and depletion are as follows (in
thousands):
Six
Months Ended
|
Three
Months Ended
|
||||||||||||||||||
June
30,
|
June
30,
|
||||||||||||||||||
2006
|
2005
|
Increase
|
2006
|
2005
|
Increase
|
||||||||||||||
Revenues
|
$
|
8,846
|
$
|
5,750
|
53.8
|
%
|
$
|
4,247
|
$
|
3,311
|
28.2
|
%
|
|||||||
Operating
earnings
|
$
|
4,945
|
$
|
2,708
|
82.6
|
%
|
$
|
2,140
|
$
|
1,193
|
79.4
|
%
|
|||||||
Depreciation
and depletion
|
$
|
1,543
|
$
|
1,432
|
7.8
|
%
|
$
|
946
|
$
|
948
|
-
|
Oil
and
gas segment revenues and operating earnings improved for the six months ended
June 30, 2006 as a result of improved volumes and pricing as shown in the table
below. Exploration expense for the comparative periods was $646,000 and $816,000
for the first six months of 2006 and 2005, respectively. Comparative quarterly
results were consistent with the six-month variations.
17
Production
volumes and price information is as follows:
Six
Months Ended
|
Three
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Crude
Oil
|
|||||||||||||
Volume
- barrels
|
39,570
|
31,600
|
19,760
|
17,800
|
|||||||||
Average
price per barrel
|
$
|
64.53
|
$
|
48.77
|
$
|
67.88
|
$
|
50.23
|
|||||
Natural
gas
|
|||||||||||||
Volume
- mcf
|
795,560
|
616,000
|
399,430
|
346,000
|
|||||||||
Average
price per mcf
|
$
|
7.91
|
6.83
|
$
|
7.27
|
$
|
6.99
|
During
the first six months of 2006, the Company participated in the drilling of
nineteen wells. Thirteen of the wells were successful, four wells are
completing, with one development dry hole and one well currently in process.
In
addition, three of the six wells that were in process at year-end 2005 have
been
brought on production in the first quarter of 2006 with the remaining three
wells tested as productive but await facilities hook up. Participation in the
drilling of approximately 15 wells is planned for the remainder of 2006 on
the
Company’s prospect acreage in Alabama, Louisiana and Texas.
In
the
Southern UK North Sea, seismic interpretation work is complete on the Company’s
acreage block. A prospect package is being prepared to present to prospective
partners. The Company’s acreage position is a “Promote Block” that does not
require a commitment to drill a well. The Company will be seeking a partner
to
drill the initial wells on a promoted basis. The Company holds a 40 percent
interest in the Southern sector block.
-
General and administrative
Current
period general and administrative expenses are reduced through the first six
months of 2006 because the Company incurred $117,000 of third party costs for
its Sarbanes-Oxley Act compliance efforts versus $641,000 of such costs incurred
during the 2005 six-month period. Quarterly comparisons are consistent with
the
six-month trend.
- Income
tax
The
provision for income taxes is based on Federal and State tax rates and
variations are consistent with taxable income in the respective accounting
periods. During the second quarter of 2006, the State of Texas changed its
regulations governing corporate income tax. As a result of this change, the
Company revised its estimate of the future impact of the reversal of certain
items for state taxation. As a result, during the second quarter of 2006, the
Company’s income tax provision was reduced by $118,000 relative to taxes as
would otherwise have been provided.
- Discontinued
operations
Effective
September 30, 2005, the Company sold its ownership in its offshore Gulf of
Mexico crude oil gathering pipeline. The sale was completed to eliminate
abandonment obligations and because the Company was no longer purchasing crude
oil in the affected region. The operating results for the pipeline for the
first
half of 2005 are included herein as discontinued operations.
18
- Outlook
The
Company is in a period of increased marketplace volatility for all segments
of
its business. Therefore, the direction and trend for operating earnings is
not
readily determinable. Historically, the Company’s business segments have
maintained a natural counter cyclical balance. If history is a guide, certain
aspects of the Company’s business may trend up while certain aspects may trend
down, all dependent upon many marketplace factors.
Liquidity
and Capital Resources
During
the first six months of 2006, net cash provided by operating activities totaled
$13,477,000 versus $6,277,000 provided by operations during the first six months
of 2005. Management
generally balances the cash flow requirements of the Company’s investment
activity with available cash generated from operations. Over time, cash utilized
for property and equipment additions, tracks with earnings from continuing
operations plus the non-cash provision for depreciation, depletion and
amortization. Presently, management intends to restrict investment decisions
to
available cash flow. Significant, if any, additions to debt are not anticipated.
A summary of this relationship follows (in
thousands):
Six
Months Ended
|
|||||||
June
30,
|
|||||||
2006
|
2005
|
||||||
Earnings
from continuing operations
|
$
|
13,477
|
$
|
6,160
|
|||
Depreciation,
depletion and amortization
|
4,436
|
3,389
|
|||||
Property
and equipment additions
|
(7,935
|
)
|
(6,163
|
)
|
|||
Cash
available for other uses
|
$
|
9,978
|
$
|
3,386
|
Capital
expenditures during the first six months of 2006 included $2,376,000 for
marketing equipment additions, $969,000 for primarily trailer purchases within
the transportation operation and $4,590,000 in property additions associated
with oil and gas exploration and production activities. For the remainder of
2006, the Company anticipates expending approximately $6 million on oil and
gas
exploration and development projects to be funded from operating cash flow
and
available working capital. In addition, approximately $500,000 will be expended
toward additional equipment purchases within the Company’s marketing and
transportation businesses with funding from available cash flow.
-
Banking Relationships
The
Company’s primary bank loan agreement with Bank of America provides for two
separate lines of credit with interest at the bank’s prime rate minus ¼ of 1
percent. The working capital loan provides for borrowings up to $10,000,000
based on 80 percent of eligible accounts receivable and 50 percent of eligible
inventories. Available capacity under the line is calculated monthly and as
of
June 30, 2006 was established at $10,000,000 with $7,500,000 of such amount
outstanding at June 30, 2006. 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 established at $10,000,000 as of June 30, 2006
with
$2,000,000 of such amount outstanding at June 30, 2006. The line of credit
loans
are scheduled to expire on October 31, 2007, with the then present balance
outstanding converting to a term loan payable in eight equal quarterly
installments.
19
The
Bank
of America revolving loan agreement, among other things, places certain
restrictions 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, maintaining a 3.0 to 1.0 ratio
of
pre-tax net income to interest expense, and consolidated net worth in excess
of
$50,621,000. Should the Company’s net worth fall below this threshold, the
Company may be restricted from payment of additional cash dividends on the
Company’s common stock. The Company was in compliance with these restrictions as
of June 30, 2006.
The
Company’s Gulfmark Energy, Inc. subsidiary maintains a separate banking
relationship with BNP Paribas in order to support its crude oil purchasing
activities. In addition to providing up to $40 million in letters of credit,
the
facility also finances up to $6 million 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 one percent.
As of June 30, 2006, the Company had $6 million of eligible borrowing capacity
under this facility. No working capital advances were outstanding as of June
30,
2006. Letters of credit outstanding under this facility totaled approximately
$33.4 million as of June 30, 2006. BNP Paribas has the right to discontinue
the
issuance of letters of credit under this facility without prior notification
to
the Company.
The
Company’s Adams Resources Marketing subsidiary also maintains a separate banking
relationship with BNP Paribas in order to support its natural gas purchasing
activities. In addition to providing up to $25 million in letters of credit,
the
facility finances up to $4 million of general working capital needs on a demand
note basis. Such financing is provided on a demand note basis with interest
at
the bank’s prime rate plus one percent. No working capital advances were
outstanding under this facility as of June 30, 2006. Letters of credit
outstanding under this facility totaled $6 million as of June 30, 2006. Under
this facility, BNP Paribas has the right to discontinue the issuance of letters
of credit under this facility without prior notification to the
Company.
Critical
Accounting Policies and Use of Estimates
- Fair
Value Accounting
As
an
integral part of its marketing operation, the Company enters into certain
forward commodity contracts that are required to be recorded at fair value
in
accordance with Statement of Financial Accounting Standards No. 133, “Accounting
for Derivative Instruments and Hedging Activities” and related accounting
pronouncements. Management believes this required accounting, known as
mark-to-market accounting, creates variations in reported earnings and the
reported earnings trend. Under mark-to-market accounting, significant levels
of
earnings are recognized in the period of contract initiation rather than the
period when the service is provided and title passes from supplier to customer.
As it affects the Company’s operation, management believes mark-to-market
accounting impacts reported earnings and the presentation of financial condition
in three important ways:
1. |
Gross
margins, derived from certain aspects of the Company’s ongoing business,
are front-ended into the period in which contracts are executed.
Meanwhile, personnel and other costs associated with servicing accounts
as
well as substantially all risks associated with the execution of
contracts
are expensed as incurred during the period of physical product flow
and
title passage.
|
2. |
Mark-to-market
earnings are calculated based on stated contract volumes. A significant
risk associated with the Company’s business is the conversion of stated
contract or planned volumes into actual physical commodity movement
volumes without a loss of margin. Again the planned profit from such
commodity contracts is bunched and front-ended into one period while
the
risk of loss associated with the difference between actual versus
planned
production or usage volumes falls in a subsequent
period.
|
20
3. |
Cash
flows, by their nature, match physical movements and passage of title.
Mark-to-market accounting, on the other hand, creates a divergence
between
reported earnings and cash flows. Management believes this complicates
the
picture of stated financial conditions and
liquidity.
|
The
Company attempts to mitigate the identified risks by only entering into
contracts where current market quotes in actively traded, liquid markets are
available to determine the fair value of contracts. In addition, substantially
all of the Company’s forward contracts are less than 18 months in duration.
However, the reader is cautioned to develop a full understanding of how fair
value or mark-to-market accounting creates differing reported results relative
to those otherwise presented under conventional accrual accounting.
- Trade
Accounts
Accounts
receivable and accounts payable typically represent the single most significant
assets and liabilities of the Company. Particularly within the Company’s energy
marketing and oil and gas exploration and production operations, there is a
high
degree of interdependence with and reliance upon third parties (including
transaction counterparties) to provide adequate information for the proper
recording of amounts receivable or payable. Substantially all such third parties
are larger firms providing the Company with the source documents for recording
trade activity. It is commonplace for these entities to retroactively adjust
or
correct such documents. This typically requires the Company to either absorb,
benefit from, or pass along such corrections to another third
party.
Due
to
the volume and the complexity of transactions and the high degree of
interdependence with third parties, this is a difficult area to control and
manage. The Company manages this process by participating in a monthly
settlement process with each of its counterparties. Ongoing account balances
are
monitored monthly and the Company attempts to gain the cooperation of such
counterparties to reconcile outstanding balances. The Company also places great
emphasis on collecting cash balances due and paying only bonafide properly
supported claims. In addition, the Company maintains and monitors its bad debt
allowance. Nevertheless a degree of risk always remains due to the customs
and
practices of the industry.
- Oil
and Gas Reserve Estimate
The
value
of capitalized costs of oil and gas exploration and production related assets
are dependent on underlying oil and gas reserve estimates. Reserve estimates
are
based on many subjective factors. The accuracy of reserve estimates depends
on
the quantity and quality of geological data, production performance data and
reservoir engineering data, changed prices, as well as the skill and judgment
of
petroleum engineers in interpreting such data. The process of estimating
reserves requires frequent revision of estimates (usually on an annual basis)
as
additional information becomes available. Estimated future oil and gas 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 must be made with respect to pricing. The Company’s estimates assume
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 follows the successful efforts method of accounting, so only costs
(including development dry hole costs) associated with producing oil and gas
wells are capitalized. Estimated oil and gas reserve quantities are the basis
for the rate of amortization under the Company’s units of production method for
depreciating, depleting and amortizing of oil and gas properties. Estimated
oil
and gas reserve values also provide the standard for the Company’s periodic
review of oil and gas properties for impairment.
21
- Contingencies
In
March
2004, a suit styled Le
Petit Chateau De Luxe, et. al. vs Great Southern Oil & Gas
Co., et. al.
was
filed in the Civil District Court for Orleans Parish, Louisiana against the
Company and its subsidiary, Adams Resources Exploration Corporation, among
other
defendants. The suit alleges that certain property in Acadia Parish, Louisiana
was environmentally contaminated by oil and gas exploration and production
activities during the 1970s and 1980s. An alleged amount of damage has not
been
specified. Management believes the Company has consistently conducted its oil
and gas exploration and production activities in accordance with all
environmental rules and regulations in effect at the time of operation.
Management notified its insurance carrier about this claim, and thus far the
insurance carrier has declined to offer coverage. The Company is litigating
this
matter with its insurance carrier. In any event, management does not believe
the
outcome of this matter will have a material adverse effect on the Company’s
financial position or results of operations.
From
time
to time as incident to its operations, the Company becomes involved in various
accidents, lawsuits and/or disputes. Primarily as an operator of an extensive
trucking fleet, the Company may be a party to motor vehicle accidents, worker
compensation claims or other items of general liability as would be typical
for
the industry. In addition, the Company has extensive operations that must comply
with a wide variety of tax laws, environmental laws and labor laws, among
others. Should an incident occur, management would evaluate the claim based
on
its nature, the facts and circumstances and the applicability of insurance
coverage. To the extent management believes that such event may impact the
financial condition of the Company, management will estimate the monetary value
of the claim and make appropriate accruals or disclosure as provided in the
guidelines of SFAS No. 5, “Accounting for Contingencies”.
Item
3.
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 June 30, 2006 included $9,500,000 of floating rate debt.
As a
result, the Company’s annual interest costs 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 June 30, 2006. 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 six-month period
ended June 30, 2006.
-
|
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. From time to time, the Company enters into forward contracts
to
minimize or hedge the impact of market fluctuations on its purchases of crude
oil and natural gas. The Company may also enter into price support contracts
with certain customers to secure a floor price on the purchase of certain
supply. In each instance, the Company locks in a separate matching price support
contract with a third party in order to minimize the risk of these financial
instruments. Substantially all forward contracts fall within a six-month to
one-year term with no contracts extending longer than three years in duration.
The Company monitors all commitments, positions and endeavors to maintain a
balanced portfolio.
22
Certain
forward contracts are recorded at fair value, depending on management’s
assessments of numerous accounting standards and positions that comply with
generally accepted accounting principles. The undiscounted fair value of such
contracts is reflected on the Company’s balance sheet as risk management assets
and liabilities. The revaluation of such contracts is recognized on a net basis
in the Company’s results of operations. Current market price quotes from
actively traded liquid markets are used in all cases to determine the contracts’
fair value. Regarding net risk management assets, all of the presented values
as
of June 30, 2006 and 2005 were based on readily available market quotations.
Risk management assets and liabilities are classified as short-term or long-term
depending on contract terms. The estimated future net cash inflow based on
year-end market prices is $1,180,000, all of which will be received during
the
remainder of 2006 through December 2007. The estimated future cash inflow
approximates the net fair value recorded in the Company’s risk management assets
and liabilities.
The
following table illustrates the factors that impacted the change in the net
value of the Company’s risk management assets and liabilities for the six months
ended June 30, 2006 and 2005 (in
thousands):
2006
|
2005
|
||||||
Net
fair value on January 1,
|
$
|
1,781
|
$
|
630
|
|||
Activity
during the period
|
|||||||
-
Cash received from settled contracts
|
(1,455
|
)
|
(617
|
)
|
|||
-
Net realized gain from prior years’ contracts
|
258
|
149
|
|||||
-
Net unrealized gain from prior years’ contracts
|
-
|
22
|
|||||
-
Net unrealized (loss) from prior years’ contracts
|
(62
|
)
|
-
|
||||
-
Net unrealized gain from current year contracts
|
658
|
296
|
|||||
-
Net fair value on June 30,
|
$
|
1,180
|
$
|
480
|
Historically,
prices received for oil and gas production have been volatile and unpredictable.
Price volatility is expected to continue. From January 1, 2006 through June
30,
2006 natural gas price realizations ranged from a monthly low of $5.17 per
mmbtu
to a monthly high of $13.06 per mmbtu. Oil prices ranged from a low of $61.30
per barrel to a high of $70.14 per barrel during the same period. A hypothetical
10 percent adverse change in average natural gas and crude oil prices, assuming
no changes in volume levels, would have reduced earnings by approximately
$1,794,000 for the six-month period ended June 30, 2006.
Forward-Looking
Statements—Safe Harbor Provisions
This
report for the period ended June 30, 2006 contains certain forward-looking
statements 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) Management’s Discussion and
Analysis of Financial Condition and Results of Operations, (b) Liquidity and
Capital Resources, (c) Critical Accounting Policies and Use of Estimates, (d)
Quantitative and Qualitative Disclosures about Market Risk, 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.
23
A
number
of factors could cause actual results or events to differ materially from those
anticipated. Such factors include, among others, (a) general economic
conditions, (b) fluctuations in hydrocarbon prices and margins, (c) variations
between crude oil and natural gas contract volumes and actual delivery volumes,
(d) unanticipated environmental liabilities or regulatory changes, (e)
counterparty credit default, (f) inability to obtain bank and/or trade credit
support, (g) availability and cost of insurance, (h) changes in tax laws, and
(i) the availability of capital, (j) changes in regulations, (k) results of
current items of litigation, (l) uninsured items of litigation or losses, (m)
uncertainty in reserve estimates and cash flows, (n) ability to replace oil
and
gas reserves, (o) security issues related to drivers and terminal facilities,
(p) commodity price volatility, and (q) successful completion of drilling
activity. For more information, see the discussion under Forward-Looking
Statements in the annual report on Form 10-K for the year ended December 31,
2005.
Item
4.
Disclosure Controls and Procedures
The
Company maintains “disclosure controls and procedures” (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Exchange Act are recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms and is accumulated and
communicated to management, including the Company’s Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely discussions regarding
required disclosure. As of the end of the period covered by this quarterly
report an evaluation was carried out under the supervision and with the
participation of the Company's management, including the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the design and operation of these disclosure controls
and
procedures were effective.
During
the Company’s second quarter, there have not been any changes in the Company’s
internal controls over financial reporting (as defined in Rules 13a-13(f) and
15d-15(f) of the Exchange Act) that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
24
PART
II. OTHER INFORMATION
Item
1.
In
March
2004, a suit styled Le
Petit Chateau De Luxe, et. al. vs Great Southern Oil & Gas
Co., et. al.
was
filed in the Civil District Court for Orleans Parish, Louisiana against the
Company and its subsidiary, Adams Resources Exploration Corporation, among
other
defendants. The suit alleges that certain property in Acadia Parish, Louisiana
was environmentally contaminated by oil and gas exploration and production
activities during the 1970s and 1980s. An alleged amount of damage has not
been
specified. Management believes the Company has consistently conducted its oil
and gas exploration and production activities in accordance with all
environmental rules and regulations in effect at the time of operation.
Management notified its insurance carrier about this claim, and thus far the
insurance carrier has declined to offer coverage. The Company is litigating
this
matter with its insurance carrier. In any event, management does not believe
the
outcome of this matter will have a material adverse effect on the Company’s
financial position or results of operations.
From
time
to time as incident to its operations, the Company becomes involved in various
lawsuits and/or disputes. Primarily as an operator of an extensive trucking
fleet, the Company may be a party to motor vehicle accidents, worker
compensation claims or other items of general liability as would be typical
for
the industry. Except as disclosed herein, management of the Company is presently
unaware of any claims against the Company that are either outside the scope
of
insurance coverage, or that may exceed the level of insurance coverage, and
could potentially represent a material adverse effect on the Company’s financial
position or results of operations.
Item
1A.
- There have been no material changes in the Company’s risk factors from those
disclosed in the Company’s 2005 Form 10-K for the year ended December 31,
2005.
Item
2. -
None
Item
3. -
None
Item
4. -
Submission of Matters to a Vote of Security Holders.
On
May
22, 2006, the Company held its annual meeting of shareholders, at which seven
directors were elected. The vote totals were as follows:
Director
|
Votes
For
|
Votes
Withheld
|
|||||
K.
S. Adams, Jr.
|
4,044,628
|
13,091
|
|||||
F.
T. Webster
|
4,045,227
|
12,492
|
|||||
E.
C. Reinauer, Jr.
|
4,008,261
|
49,458
|
|||||
E.
Wieck
|
4,008,261
|
49,458
|
|||||
E.
J. Webster, Jr.
|
4,008,061
|
49,658
|
|||||
W.
B. Wiener III
|
4,008,561
|
49,158
|
|||||
R.
B. Abshire
|
4,000,261
|
57,458
|
Item
5. -
None
25
Item
6. Exhibits
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certification
of Chief Financial officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
of 2002
|
32.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
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 11, 2006
|
By
/s/K.
S. Adams, Jr.
|
K.
S. Adams, Jr.
|
|
Chief
Executive Officer
|
|
By
/s/Frank
T. Webster
|
|
Frank
T. Webster
|
|
President
& Chief Operating Officer
|
|
By
/s/Richard
B. Abshire
|
|
Richard
B. Abshire
|
|
Chief
Financial Officer
|
26
EXHIBIT
INDEX
Exhibit
|
|
Number
|
Description
|
31.1
|
Certificate
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certificate
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certificate
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
32.2
|
Certificate
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|