ADAMS RESOURCES & ENERGY, INC. - Quarter Report: 2007 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, 2007
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 12b-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,
2007.
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,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Marketing
|
$ |
1,017,489
|
$ |
1,042,085
|
$ |
548,348
|
$ |
573,597
|
||||||||
Transportation
|
31,646
|
32,097
|
17,844
|
17,156
|
||||||||||||
Oil
and gas
|
6,979
|
8,846
|
3,556
|
4,247
|
||||||||||||
1,056,114
|
1,083,028
|
569,748
|
595,000
|
|||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||
Marketing
|
1,008,461
|
1,034,082
|
542,812
|
569,552
|
||||||||||||
Transportation
|
26,248
|
26,719
|
14,339
|
14,073
|
||||||||||||
Oil
and gas operations
|
5,111
|
2,358
|
2,223
|
1,161
|
||||||||||||
Oil
and gas property sale
|
(12,078 | ) |
-
|
(12,078 | ) |
-
|
||||||||||
General
and administrative
|
5,184
|
4,120
|
2,582
|
2,004
|
||||||||||||
Depreciation,
depletion and amortization
|
4,766
|
4,436
|
2,275
|
2,394
|
||||||||||||
1,037,692
|
1,071,715
|
552,153
|
589,184
|
|||||||||||||
Operating
earnings
|
18,422
|
11,313
|
17,595
|
5,816
|
||||||||||||
Other
income (expense):
|
||||||||||||||||
Interest
income
|
823
|
249
|
456
|
164
|
||||||||||||
Interest
expense
|
(63 | ) | (72 | ) | (32 | ) | (44 | ) | ||||||||
Earnings
before income taxes
|
19,182
|
11,490
|
18,019
|
5,936
|
||||||||||||
Income
tax provision
|
6,984
|
3,808
|
6,733
|
1,898
|
||||||||||||
Net
earnings
|
$ |
12,198
|
$ |
7,682
|
11,286
|
$ |
4,038
|
|||||||||
EARNINGS
PER SHARE:
|
||||||||||||||||
Basic
and diluted net earnings
|
||||||||||||||||
per
common share
|
$ |
2.89
|
$ |
1.82
|
$ |
2.67
|
$ |
.96
|
||||||||
DIVIDENDS
PER COMMON SHARE
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
The
accompanying notes are an integral part of these financial
statements.
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
thousands)
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
21,811
|
$ |
20,668
|
||||
Accounts
receivable, net of allowance for doubtful
|
||||||||
accounts
of $303 and $225, respectively
|
199,469
|
194,097
|
||||||
Inventories
|
13,047
|
7,950
|
||||||
Risk
management receivables
|
6,788
|
13,140
|
||||||
Income
tax receivables
|
1,021
|
1,396
|
||||||
Prepayments
|
12,722
|
4,539
|
||||||
Total
current assets
|
254,858
|
241,790
|
||||||
Property
and equipment
|
107,904
|
107,221
|
||||||
Less
– accumulated depreciation,
|
||||||||
Depletion
and amortization
|
(65,781 | ) | (63,905 | ) | ||||
42,123
|
43,316
|
|||||||
Other
assets:
|
||||||||
Risk
management receivables
|
2,250
|
644
|
||||||
Other
assets
|
3,715
|
3,537
|
||||||
$ |
302,946
|
$ |
289,287
|
|||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
198,131
|
$ |
185,735
|
||||
Risk
management payables
|
5,753
|
11,897
|
||||||
Accrued
and other liabilities
|
4,094
|
7,897
|
||||||
Current
deferred income taxes
|
1,121
|
1,053
|
||||||
Total
current liabilities
|
209,099
|
206,582
|
||||||
Long-term
debt
|
-
|
3,000
|
||||||
Other
liabilities:
|
||||||||
Asset
retirement obligations
|
1,158
|
1,152
|
||||||
Deferred
income taxes and other
|
4,431
|
3,762
|
||||||
Risk
management payables
|
1,692
|
423
|
||||||
216,380
|
214,919
|
|||||||
Commitments
and contingencies (Note 5)
|
||||||||
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
|
74,451
|
62,253
|
||||||
Total
shareholders’ equity
|
86,566
|
74,368
|
||||||
$ |
302,946
|
$ |
289,287
|
The
accompanying notes are an integral part of these financial
statements.
ADAMS
RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
Six
Months Ended
|
||||||||
June
30,
|
||||||||
2007
|
2006
|
|||||||
CASH
PROVIDED BY OPERATIONS:
|
||||||||
Net
earnings
|
$ |
12,198
|
$ |
7,682
|
||||
Adjustments
to reconcile net earnings to net cash
|
||||||||
from
operating activities -
|
||||||||
Depreciation,
depletion and amortization
|
4,766
|
4,436
|
||||||
Gains
on property sales
|
(12,034 | ) | (32 | ) | ||||
Impairment
on oil and gas properties
|
409
|
389
|
||||||
Other,
net
|
169
|
(66 | ) | |||||
Decrease
(increase) in accounts receivable
|
(5,372 | ) |
3,388
|
|||||
Decrease
(increase) in inventories
|
(5,097 | ) |
464
|
|||||
Risk
management activities
|
(129 | ) |
601
|
|||||
Decrease
(increase) in tax receivable
|
375
|
(727 | ) | |||||
Decrease
(increase) in prepayments
|
(8,183 | ) |
2,894
|
|||||
Increase
(decrease) in accounts payable
|
12,259
|
(5,866 | ) | |||||
Increase
(decrease) in accrued liabilities
|
(3,803 | ) | (816 | ) | ||||
Deferred
income taxes
|
746
|
1,130
|
||||||
Net
cash provided by (used in) operating activities
|
(3,696 | ) |
13,477
|
|||||
INVESTING
ACTIVITIES:
|
||||||||
Property
and equipment additions
|
(7,130 | ) | (7,935 | ) | ||||
Insurance
deposits
|
(350 | ) | (530 | ) | ||||
Proceeds
from property sales
|
15,319
|
32
|
||||||
Net
cash provided by (used in) investing activities
|
7,839
|
(8,433 | ) | |||||
FINANCING
ACTIVITIES:
|
||||||||
Net
repayments under credit agreements
|
(3,000 | ) | (1,975 | ) | ||||
Net
cash used in financing activities
|
(3,000 | ) | (1,975 | ) | ||||
Increase
in cash and cash equivalents
|
1,143
|
3,069
|
||||||
Cash
at beginning of period
|
20,668
|
18,817
|
||||||
Cash
at end of period
|
$ |
21,811
|
$ |
21,886
|
||||
Supplemental
disclosure of cash flow information:
|
||||||||
Interest
paid during the period
|
$ |
67
|
$ |
74
|
||||
Income
taxes paid during the period
|
$ |
5,373
|
$ |
3,232
|
The
accompanying notes are an integral
part of these financial statements.
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, 2007 and December 31, 2006, its results of operations
for
the three and six month periods ended June 30, 2007 and 2006, and its cash
flows
for the six-month periods ended June 30, 2007 and 2006. 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
annual report on Form 10-K for the year ended December 31, 2006. 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.
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.
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):
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Crude
oil
|
$ |
11,043
|
$ |
5,983
|
||||
Petroleum
products
|
2,004
|
1,967
|
||||||
$ |
13,047
|
$ |
7,950
|
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, 2007, 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
fifteen
years for marketing, three to fifteen years for transportation and ten to
twenty
years for all others.
The
Company periodically reviews 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. During the first six months of 2007 and 2006, an impairment
provision on producing oil and gas properties totaling $11,000 and $188,000,
respectively, was recorded due to higher costs having been incurred on certain
properties relative to their oil and gas reserve valuations. 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 $397,000
and a $389,000 impairment provision on non-producing properties were recorded
in
the six-month periods ended June 30, 2007 and 2006, respectively.
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
$2,625,000 and $2,275,000 as of June 30, 2007 and December 31, 2006,
respectively. In addition, the Company maintains certain deposits to
support the collection and remittance of state crude oil severance
taxes. Such deposits totaled $583,000 and $795,000 as of June 30,
2007 and December 31, 2006, respectively.
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. 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 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 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 are 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 requires 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 March 31,
2006. However, the Company adopted Issue 04-13 effective January 1,
2006 so reported revenues and costs are consistent between the periods presented
herein.
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
three-month and six-month periods ended June 30, 2007 and 2006. There
were no potentially dilutive securities during those periods in 2007 and
2006.
Share-Based
Payments
During
the periods presented herein, the Company had no stock-based employee
compensation plans, nor any other share-based payment arrangements.
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
Derivative
financial instruments (including certain derivative instruments embedded
in
other contracts) are 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.
Crude
oil, natural gas and refined products energy trading contracts that do not
qualify as “normal purchase and sales” 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 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, 2007 is $1,593,000, all of which will be received during the
remainder of 2007 through 2009. 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, 2007 and 2006 (in thousands):
2007
|
2006
|
|
Net
fair value on January 1,
|
$
1,464
|
$1,781
|
Activity
during the period
|
||
-Cash
paid (received) from settled contracts
|
(874)
|
(1,455)
|
-Net
realized gain from prior years’ contracts
|
-
|
258
|
-Net
realized (loss) from prior years’ contracts
|
(62)
|
-
|
-Net
unrealized (loss) from prior years’ contracts
|
(110)
|
(62)
|
-Net
unrealized gain from current year contracts
|
1,175
|
658
|
Net
fair value on June 30,
|
$1,593
|
$1,180
|
Asset
Retirement Obligations
The
Company has recorded a liability for the estimated retirement costs associated
with certain tangible long-lived assets. The fair value of asset
retirement obligations are recorded in the period in which they are 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 Company’s
asset retirement obligations is presented as follows (in
thousands):
2007
|
2006
|
|
Balance
on January 1,
|
$1,152
|
$1,058
|
-Liabilities
incurred
|
33
|
24
|
-Accretion
of discount
|
68
|
36
|
-Liabilities
settled
|
(95)
|
-
|
-Revisions
to estimates
|
-
|
-
|
Balance
on June 30,
|
$
1,158
|
$
1,118
|
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 in the
accompanying balance sheet.
New
Accounting Pronouncements
In
July
2006, the FASB issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (FIN 48). FIN 48
establishes standards for recognition and measurement, in the financial
statements, of positions taken, or expected to be taken, by an entity in
its
income tax returns taking into consideration the uncertainty and judgment
involved in the determination and filing of income taxes. Positions
taken in an income tax return that are recognized in the financial statements
must satisfy a more-likely-than-not recognition threshold, assuming that
the
position will be examined by taxing authorities with full knowledge of all
relevant information. FIN 48 also requires disclosures about
positions taken by an entity in its tax returns that are not recognized in
its
financial statements, descriptions of open tax years by major jurisdiction
and
reasonably possible significant changes in the amount of unrecognized tax
benefits that could occur in the next twelve months.
Unrecognized
tax benefits represent those tax benefits related to tax positions that have
been taken or are expected to be taken in tax returns, including refund claims,
that are not recognized in the financial statements because, in accordance
with
FIN 48, management has either measured the tax benefit at an amount less
than
the benefit claimed, or expected to be claimed, or concluded that it is not
more-likely-than-not that the tax position will be ultimately
sustained. As of January 1, 2007, the Company had accrued
approximately $230,000 including approximately $110,000 of potential interest
and penalty applicable to certain open and unfiled state tax
returns. The Company is currently working to file all open returns
and expects to complete this process by year-end 2007. As the actual
tax payments are made, the accrual will be reduced.
The
Company adopted FIN 48 effective January 1, 2007. As discussed above,
the Company has previously provided a liability accrual for open state tax
returns and has no other unrecognized tax benefits. As such the
adoption of FIN 48 did not impact on the Company’s results for the six months
ended June 30, 2007 and the above described tax accrual items did not impact
the
effective tax rate as presented herein. Interest and penalties associated
with
income tax liabilities are classified as income tax expense.
The
earliest tax years remaining open from Federal and major states of operations
are as follows:
Earliest
Open
|
|
Tax
Year
|
|
Federal
|
2004
|
Texas
|
2002
|
Louisiana
|
1999
|
Michigan
|
2002
|
Mississippi
|
2002
|
Alabama
|
2002
|
New
Mexico
|
2002
|
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”,
which defines fair value, establishes a framework for measuring
fair value
and expands disclosures related to fair value measurements. SFAS No.
157 clarifies that fair value should be based on assumptions that market
participants would use when pricing an asset or liability and establishes
a fair
value hierarchy of three levels that prioritizes the information used to
develop
those assumptions. The fair value hierarchy gives the highest
priority to quoted prices in active markets and the lowest priority to
unobservable data. SFAS No. 157 requires fair value measurements to
be separately disclosed by level within the fair value hierarchy. The
provisions of SFAS No. 157 become effective beginning January 1, 2008 and
management does not believe the impact of adopting SFAS 157 will be
material.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. SFAS No. 159
provides an entity with the option, at specified election dates, to measure
certain financial assets and liabilities and other items at fair value, with
changes in fair value recognized in earnings as those changes
occur. SFAS No. 159 also establishes presentation and disclosure
requirements that include displaying the fair value of those assets and
liabilities for which the entity elected the fair value option on the face
of
the balance sheet and providing management’s reasons for electing the fair value
option for each eligible item. The provisions of SFAS No. 159 become
effective beginning January 1, 2008 and management does not believe the impact
of adopting SFAS No. 159 will be material.
Note
3 –
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, 2007
|
||||||||||||||||
Marketing
|
||||||||||||||||
-
Crude Oil
|
$ |
932,727
|
$ |
5,661
|
$ |
307
|
$ |
427
|
||||||||
-
Natural gas
|
6,668
|
2,492
|
70
|
52
|
||||||||||||
-
Refined products
|
78,094
|
286
|
212
|
268
|
||||||||||||
Marketing
Total
|
1,017,489
|
8,439
|
589
|
747
|
||||||||||||
Transportation
|
31,646
|
3,159
|
2,239
|
159
|
||||||||||||
Oil
and gas
|
6,979
|
12,008
|
1,938
|
6,224
|
||||||||||||
$ |
1,056,114
|
$ |
23,606
|
$ |
4,766
|
$ |
7,130
|
|||||||||
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
|
-
Three
Month Comparison
Segment
|
Depreciation
|
Property
and
|
||||||||||||||
Operating
|
Depletion
and
|
Equipment
|
||||||||||||||
Revenues
|
Earnings
|
Amortization
|
Additions
|
|||||||||||||
Period
Ended June 30, 2007
|
||||||||||||||||
Marketing
|
||||||||||||||||
-
Crude Oil
|
$ |
502,291
|
$ |
3,877
|
$ |
160
|
$ |
199
|
||||||||
-
Natural gas
|
3,232
|
1,198
|
55
|
17
|
||||||||||||
-
Refined products
|
42,825
|
141
|
105
|
106
|
||||||||||||
Marketing
Total
|
548,348
|
5,216
|
320
|
322
|
||||||||||||
Transportation
|
17,844
|
2,433
|
1,072
|
121
|
||||||||||||
Oil
and gas
|
3,556
|
12,528
|
883
|
3,218
|
||||||||||||
$ |
569,748
|
$ |
20,177
|
$ |
2,275
|
$ |
3,661
|
|||||||||
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
|
Identifiable
assets by industry segment are as follows (in
thousands):
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Marketing
|
||||||||
-
Crude oil
|
$ |
128,397
|
$ |
116,917
|
||||
-
Natural gas
|
79,268
|
80,346
|
||||||
-
Refined products
|
19,050
|
16,286
|
||||||
Marketing
Total
|
226,715
|
213,549
|
||||||
Transportation
|
21,629
|
23,764
|
||||||
Oil
and gas
|
26,307
|
25,918
|
||||||
Other
|
28,295
|
26,056
|
||||||
$ |
302,946
|
$ |
289,287
|
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.
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,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Segment
operating earnings
|
$ |
23,606
|
$ |
15,433
|
$ |
20,177
|
$ |
7,820
|
||||||||
-
General and administrative
|
(5,184 | ) | (4,120 | ) | (2,582 | ) | (2,004 | ) | ||||||||
Operating
earnings
|
18,422
|
11,313
|
17,595
|
5,816
|
||||||||||||
-
Interest income
|
823
|
249
|
456
|
164
|
||||||||||||
-
Interest expense
|
(63 | ) | (72 | ) | (32 | ) | (44 | ) | ||||||||
Earnings
before income taxes
|
$ |
19,182
|
$ |
11,490
|
$ |
18,019
|
$ |
5,936
|
Note
4 -
Transactions with Affiliates
Mr.
K. S.
Adams, Jr., Chairman and Chief Executive Officer, and certain of his family
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
similar to those afforded other non-affiliated working interest owners. In
recent years, such related party transactions generally result after the
Company
has first identified oil and gas prospects of interest. 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. In those instances where there was
no excess availability there has been no related party
participation. Similarly, related parties are not required to
participate, nor is the Company obligated to offer any such participation
to a
related or other party. When such related party transactions occur,
they are individually reviewed and approved by the Audit Committee comprised
of
the independent directors on the Company’s Board of Directors. For
the first half of 2007, the Company’s investment commitments totaled
approximately $4.3 million in those oil and gas projects where a related
party
was also participating in such investments. As of June 30, 2007 and
December 31, 2006, the Company owed a combined net total of $173,446 and
$146,338, respectively, 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 $61,989 and $58,704 in the six month periods
ended
June 30, 2007 and 2006, respectively.
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 including direct cost reimbursement for shared
phone and secretarial services. For the six month period ended June
30, 2007, the affiliated entities charged the Company $71,692 of expense
reimbursement and the Company charged the affiliates $48,138 for such expense
reimbursements.
Note
5 -
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
6 –
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. The Company believes the likelihood of performance under
these guarantees to be remote. Aggregate guaranteed residual values
for tractors and trailers under operating leases as of June 30, 2007 are
as
follows (in thousands):
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
||||||||||||||||||||||
Lease
residual values
|
$ |
-
|
$ |
304
|
$ |
1,475
|
$ |
217
|
$ |
181
|
$ |
288
|
$ |
2,465
|
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,
2007, the maximum amount of such potential obligation is approximately
$1,975,000. 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”.
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, 2007, the amount of parental guaranteed obligations are as follows
(in thousands):
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
||||||||||||||||||||||
Bank
debt
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||||||||||
Operating
leases
|
2,005
|
3,846
|
1,524
|
547
|
186
|
104
|
8,212
|
|||||||||||||||||||||
Lease
residual values
|
-
|
304
|
1,475
|
217
|
181
|
288
|
2,465
|
|||||||||||||||||||||
Commodity
purchases
|
23,523
|
-
|
-
|
-
|
-
|
-
|
23,523
|
|||||||||||||||||||||
Letters
of credit
|
47,174
|
-
|
-
|
-
|
-
|
-
|
47,174
|
|||||||||||||||||||||
$ |
72,702
|
$ |
4,150
|
$ |
2,999
|
$ |
764
|
$ |
367
|
$ |
392
|
$ |
81,374
|
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 were as follows
(in thousands):
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenues
|
||||||||||||||||
Crude
oil
|
$ |
932,727
|
$ |
947,128
|
$ |
502,291
|
$ |
519,974
|
||||||||
Natural
gas
|
6,668
|
5,545
|
3,232
|
2,456
|
||||||||||||
Refined
products
|
78,094
|
89,412
|
42,825
|
51,167
|
||||||||||||
Total
|
$ |
1,017,489
|
$ |
1,042,085
|
$ |
548,348
|
$ |
573,597
|
||||||||
Operating
Earnings
|
||||||||||||||||
Crude
oil
|
$ |
5,661
|
$ |
4,043
|
$ |
3,877
|
$ |
2,582
|
||||||||
Natural
gas
|
2,492
|
2,422
|
1,198
|
631
|
||||||||||||
Refined
products
|
286
|
878
|
141
|
493
|
||||||||||||
Total
|
$ |
8,439
|
$ |
7,343
|
$ |
5,216
|
$ |
3,706
|
||||||||
Depreciation
|
||||||||||||||||
Crude
oil
|
$ |
307
|
$ |
439
|
$ |
160
|
$ |
232
|
||||||||
Natural
gas
|
70
|
29
|
55
|
14
|
||||||||||||
Refined
products
|
212
|
192
|
105
|
93
|
||||||||||||
Total
|
$ |
589
|
$ |
660
|
$ |
320
|
$ |
339
|
Selected
operational information was as follows:
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Field
Level Purchase Volumes – Per day (1)
|
||||||||||||||||
Crude
oil – barrels
|
61,000
|
65,650
|
63,900
|
64,900
|
||||||||||||
Natural
gas – mmbtu’s
|
431,200
|
335,400
|
407,200
|
327,500
|
||||||||||||
Average
Purchase Price
|
||||||||||||||||
Crude
oil – per barrel
|
$ |
58.22
|
$ |
63.51
|
$ |
61.46
|
$ |
66.65
|
||||||||
Natural
Gas – per mmbtu’s
|
$ |
7.12
|
$ |
7.01
|
$ |
7.38
|
$ |
6.38
|
_____________________________
(1) Reflects
the volume
purchased from third parties at the oil and gas field level.
Crude
oil
revenues were generally consistent between the reporting periods as shown
above. Importantly, the recent trend that continued into the first
quarter of 2007 of declining field-level crude oil volumes reversed during
the
second quarter of 2007. In addition, natural gas field-level volumes
continued to grow.
Crude
oil
operating earnings improved during 2007 as the Company was able to garner
better
pricing from its end-market customer base. Both 2007 and 2006 results
benefited from crude oil inventory liquidation gains when crude oil prices
generally rose during the comparative periods. On January 1, 2007
crude oil prices were in the $53 per barrel range rising to $67 per barrel
by
June 30, 2007, while prices moved from the $59 barrel range on January 1,
2006
to the $70 per barrel range on June 30, 2006. The 2007 inventory
liquidation gain totaled $1.6 million versus $1.5 million for the 2006
period. As of June 30, 2007, the Company held 164,852 barrels of
crude oil inventory at an average price of $67 per barrel.
Reported
natural gas revenues reflect the gross margins on the Company’s natural gas
purchase and resale business. Gross margins and operating earnings
were improved in both the comparative three-month and six-month periods due
to
increased volumes and from the development of more end market sales
opportunities.
Refined
product revenues and operating earnings were reduced in the 2007 period due
to a
lack of available biodiesel supply. The Company’s suppliers of
biodiesel fuel experienced difficulty meeting their contractual quantity
commitments during the first half of 2007. During the third quarter
of 2007, the normal level of biodiesel supply was restored and has continued
to
date.
|
-
|
Transportation
|
Transportation
segment revenues, earnings and depreciation are as follows (in
thousands):
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||||||||||
June
30,
|
Increase
|
June
30,
|
Increase
|
|||||||||||||||||||||
2007
|
2006
|
(Decrease)
|
2007
|
2006
|
(Decrease)
|
|||||||||||||||||||
Revenues
|
$ |
31,646
|
$ |
32,097
|
(1.4 | )% | $ |
17,844
|
$ |
17,156
|
4.0 | % | ||||||||||||
Operating
earnings
|
$ |
3,159
|
$ |
3,145
|
- | % | $ |
2,433
|
$ |
1,974
|
23.2 | % | ||||||||||||
Depreciation
|
$ |
2,239
|
$ |
2,233
|
- | % | $ |
1,072
|
$ |
1,109
|
(3.3 | )% |
Transportation
segment revenues and operating expenses were generally consistent between
the
comparative periods with both 2007 and 2006 results benefiting from strong
spring seasonal demand for fertilizer and agricultural chemical
hauls. The second quarter of 2007 experienced particularly strong
demand and operating earnings improved 23 percent for the
quarter. The seasonal demand for trucking services slowed going into
the third quarter of 2007.
|
-
|
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,
|
Increase
|
June
30,
|
Increase
|
|||||||||||||||||||||
2007
|
2006
|
(Decrease)
|
2007
|
2006
|
(Decrease)
|
|||||||||||||||||||
Revenues
|
$ |
6,979
|
$ |
8,846
|
(21.1 | )% | $ |
3,556
|
$ |
4,247
|
(16.3 | )% | ||||||||||||
Operating
earnings
|
$ |
12,008
|
$ |
4,945
|
142.8 | % | $ |
12,528
|
$ |
2,140
|
485.4 | % | ||||||||||||
Depreciation
and depletion
|
$ |
1,938
|
$ |
1,543
|
25.6 | % | $ |
883
|
$ |
946
|
(6.6 | )% |
Production
volumes and price information is as follows:
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Crude
Oil
|
||||||||||||||||
Volume
– barrels
|
35,450
|
39,570
|
18,250
|
19,760
|
||||||||||||
Average
price per barrel
|
$ |
60.78
|
$ |
64.53
|
$ |
64.62
|
$ |
67.88
|
||||||||
Natural
gas
|
||||||||||||||||
Volume
– mcf
|
642,000
|
795,560
|
307,000
|
399,430
|
||||||||||||
Average
price per mcf
|
$ |
7.52
|
$ |
7.91
|
$ |
7.76
|
$ |
7.27
|
Reduced
revenues during 2007 are primarily a result of normal production declines
on the
Company’s oil and gas properties. In May 2007, the Company sold its
interest in certain Louisiana producing oil and gas properties. Sale
proceeds totaled $15.3 million resulting in a pre-tax gain on sale of
approximately $12.1 million. The favorable results from the gain were
partially offset by $2,938,000 of exploration expense during the first six
months of 2007. Comparative exploration expenses were as follows
(in thousands):
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Dry
hole expense
|
$ |
1,376
|
$ |
16
|
$ |
325
|
$ |
19
|
||||||||
Prospect
abandonment
|
397
|
389
|
182
|
130
|
||||||||||||
Seismic
and geological
|
1,165
|
241
|
592
|
168
|
||||||||||||
Total
|
$ |
2,938
|
$ |
646
|
$ |
1,099
|
$ |
317
|
During
the first six months of 2007, the Company participated in the drilling of
14
wells. Eleven of the wells were successful with two dry holes and one
well converted to a salt water disposal unit. Additionally, the Company has
ten
wells in process on June 30, 2007 with evaluation anticipated prior to year
end. Participation in the drilling of approximately 20 wells is
planned for the remainder of 2007 on the Company’s prospect acreage in Alabama,
Arkansas, Louisiana and Texas. In addition, the Company is
participating in active 3-D seismic surveys in Arkansas and Louisiana that
are
expected to generate drilling opportunities for 2008 and 2009.
In
the UK
North Sea, seismic interpretation work continues on the Company’s acreage
position. The Company holds a “Promote License” that does not require
a commitment to drill a well. The Company plans to seek a partner to
drill the initial well on a promoted basis. The Company holds a 30 percent
interest in Blocks 21-1b, 21-2b, and 21-3d in the Central Section of the
U.K.
North Sea.
- 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. The Company’s effective tax rate for 2007 is elevated due to
the $12.1 million gain on sale of certain producing oil and gas properties
occurring in Louisiana and subject to an 8 percent state income tax
rate.
- Outlook
With
recent increases in crude oil prices, the second half trend for the marketing
segment should follow first half results. Reduced transportation
earnings are expected for the second half of 2007 as the spring season
agricultural chemical business will not recur.
For
the
oil and gas division, no immediate property sales are
anticipated. The Company does, however, anticipate a reversal of the
recent trend of declining oil and gas production volumes. A single
well brought on production in July 2007 is presently producing over 100 barrels
of crude oil per day, net to the Company’s fractional ownership
interest. If such production levels are sustained, the Company’s
daily production of crude oil is expected to increase. A number of
other wells should also come online during the second half of 2007 contributing
to increased volumes to provide an offset to normal production
declines.
Liquidity
and Capital Resources
During
the first six months of 2007, net cash used by operating activities totaled
$3,696,000 versus $13,477,000 provided by operations during the first six
months
of 2006. 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,
|
||||||||
2007
|
2006
|
|||||||
Net
earnings
|
$ |
12,198
|
$ |
7,682
|
||||
Less
net gain on sale
|
(12,034 | ) | (32 | ) | ||||
Depreciation,
depletion and amortization
|
4,766
|
4,436
|
||||||
Property
and equipment additions
|
(7,130 | ) | (7,935 | ) | ||||
Cash
available for (from) other uses
|
$ | (2,200 | ) | $ |
4,151
|
Capital
expenditures during the first six months of 2007 included $906,000 for marketing
and transportation equipment additions and $6,224,000 in property additions
associated with oil and gas exploration and production
activities. For the remainder of 2007, 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
$5,000,000 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, 2007 was established at $5,000,000. 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 established at $5,000,000 as of June 30, 2007. The line of
credit loans are scheduled to expire on October 31, 2008, with the then present
balance outstanding converting to a term loan payable in eight equal quarterly
installments. As of June 30, 2007, there was no debt outstanding
under the Company’s two revolving credit facilities.
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
$58,100,000. 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 is in compliance
with these restrictions.
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 $60 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, 2007, the Company had $6
million of eligible borrowing capacity under this facility. No
working capital advances were outstanding as of June 30,
2007. Letters of credit outstanding under this facility totaled
approximately $37.5 million as of June 30, 2007. 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,
2007. Letters of credit outstanding under this facility totaled $9.6
million as of June 30, 2007. 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 SFAS 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.
|
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 and confuses 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, the
Company’s forward contracts are primarily less than 18 months in
duration. 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, changing 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. Calculation of estimated future oil and gas revenues are also
based
on estimates 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, political conditions,
economic conditions, weather conditions, market uncertainty 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.
- 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
|
The
Company had no debt outstanding as of June 30, 2007. Historically, the Company’s
long-term debt constituted floating rate debt. As a result, the Company’s annual
interest costs fluctuated based on interest rate changes. Because the interest
rate on the Company’s long-term debt was at a floating rate, the fair value of
the debt approximated the carrying value as of a given date.
|
-
|
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.
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 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 to estimate the contracts’ fair
value. Regarding net risk management assets, all of the presented
values as of June 30, 2007 and 2006 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 period end market prices is $1,593,000 as of June 30,
2007,
all of which will be received during the remainder of 2007 through
2009. 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, 2007 and 2006 (in
thousands):
2007
|
2006
|
|||||||
Net
fair value on January 1,
|
$ |
1,464
|
$ |
1,781
|
||||
Activity
during the period
|
||||||||
-
Cash received from settled contracts
|
(874 | ) | (1,455 | ) | ||||
-
Net realized gain from prior years’ contracts
|
-
|
258
|
||||||
-
Net realized loss from prior years’ contracts
|
(62 | ) |
-
|
|||||
-
Net unrealized (loss) from prior years’ contracts
|
(110 | ) | (62 | ) | ||||
-
Net unrealized gain from current year contracts
|
1,175
|
658
|
||||||
-
Net fair value on June 30,
|
$ |
1,593
|
$ |
1,180
|
Historically,
prices received for oil and gas production have been volatile and
unpredictable. Price volatility is expected to
continue. From January 1, 2007 through June 30, 2007 natural gas
price realizations ranged from a monthly low of $6.18 per mmbtu to a monthly
high of $7.56 per mmbtu. Oil prices ranged from a low of $53.40 per
barrel to a high of $65.74 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 pre-tax
earnings by approximately $1.8 million for the six-month period ended June
30,
2007.
Forward-Looking
Statements—Safe Harbor Provisions
This
report for the period ended June 30, 2007 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, (e) Price Risk Management Activities and (f) Commitments
and
Contingencies 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, 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,
(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, (q) demand for chemical based trucking services,
and (r) successful completion of drilling activity. For more
information, see the discussion under Forward-Looking Statements in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2006.
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.
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.
|
Item
1A. - There have been no material changes in the Company’s risk factors
from those disclosed in the 2006 Form
10-K.
|
|
Item
2. - None
|
Item
3. -
None
Item
4. -
Submission of Matters to a Vote of Security Holders.
On
May
21, 2007, the Company held its annual meeting of shareholders, at which five
directors were elected. The vote totals were as follows:
Director
|
Votes
For
|
Votes
Withheld
|
Non-Voted
|
|||||||||
K.
S. Adams, Jr.
|
3,941,509
|
57,510
|
218,577
|
|||||||||
F.
T. Webster
|
3,919,702
|
79,317
|
218,577
|
|||||||||
E.
C. Reinauer, Jr.
|
3,921,122
|
77,897
|
218,577
|
|||||||||
E.
J. Webster, Jr.
|
3,950,239
|
48,780
|
218,577
|
|||||||||
Larry
E. Bell
|
3,984,339
|
14,680
|
218,577
|
Item
5. –
None
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
13, 2007
|
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
|
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
|