ADAMS RESOURCES & ENERGY, INC. - Annual Report: 2020 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___.
Commission file number: 1-7908
ADAMS RESOURCES & ENERGY, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 74-1753147 | ||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
17 SOUTH BRIAR HOLLOW LANE, SUITE 100, HOUSTON, Texas 77027 | |||||||||||
| (Address of Principal Executive Offices) (Zip Code) | |||||||||||
(713) 881-3600 | |||||||||||
| (Registrant’s Telephone Number, Including Area Code) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.10 Par Value | AE | NYSE American LLC | ||||||||||||
Securities to be registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company ☑ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The aggregate market value of the Company’s voting and non-voting common shares held by non-affiliates as of the close of business on June 30, 2020 was $58,294,245 based on the closing price of $26.77 per one share of common stock as reported on the NYSE American LLC for such date. There were 4,251,015 shares of Common Stock outstanding at March 1, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held May 12, 2021 are incorporated by reference into Part III of this annual report on Form 10-K.
ADAMS RESOURCES & ENERGY, INC.
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This annual report on Form 10-K for the year ended December 31, 2020 (our “annual report”) contains various forward-looking statements and information that are based on our beliefs, as well as assumptions made by us and information currently available to us. When used in this document, words such as “anticipate,” “project,” “expect,” “plan,” “seek,” “goal,” “estimate,” “forecast,” “intend,” “could,” “should,” “would,” “will,” “believe,” “may,” “potential” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. Although we believe that our expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions as described in more detail under Part I, Item 1A of this annual report. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements. The forward-looking statements in this annual report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.
PART I
Items 1 and 2. Business and Properties.
General
Adams Resources & Energy, Inc. (“AE”) is a publicly traded Delaware corporation organized in 1973, the common shares of which are listed on the NYSE American LLC (“NYSE American”) under the ticker symbol “AE”. Through our subsidiaries, we are primarily engaged in crude oil marketing, transportation, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). We also conduct tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with fifteen terminals across the U.S. Our headquarters are located in 22,197 square feet of office space located at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027. Unless the context requires otherwise, references to “we,” “us,” “our,” the “Company” or “AE” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries.
We operate and report in three business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; and (iii) beginning in the fourth quarter of 2020, pipeline transportation, terminalling and storage of crude oil, which includes the pipeline and related terminal facility assets we acquired in October 2020 (see “2020 Developments — Acquisition of Pipeline and Related Terminal Facility Assets” below and Note 6 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for further information regarding our acquisition).
For detailed financial information regarding our business segments, see Note 9 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
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2020 Developments
Global Pandemic and Industry Supply Events
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic and the emergency response measures enacted by the U.S. and governments around the world have caused material disruptions to many businesses resulting in a severe slowdown in global economies, including the U.S., leading to increased volatility in financial markets worldwide and reduced demand for crude oil and other commodities.
In March 2020, members of OPEC failed to agree on crude oil production levels, which resulted in an increased supply of crude oil and led to a substantial decline in crude oil prices and an increasingly volatile market. During the second quarter of 2020, while members of OPEC reached agreements to cut crude oil production, downward pressure on crude oil prices continued due to concerns regarding an oversupply of crude oil inventories. Crude oil prices weakened during the third quarter of 2020, with the price at the end of September being slightly below $40 per barrel, increasing to around $50 per barrel by December 31, 2020.
The COVID-19 outbreak continues to spread globally, which has been slowing U.S. and global crude oil demand recovery. U.S. crude oil production levels are well below where they were at the beginning of 2020, with shale crude oil production significantly lower than production amounts in the first quarter of 2020, but generally holding steady in the second half of 2020. Refinery margins have stabilized and even improved slightly over the fourth quarter of 2020, as crude oil and product inventories dropped and prices at the pump improved. U.S. refinery capacity utilization increased somewhat by December 2020; however, a number of refineries remain shut in. Domestic refineries have been running well below capacity. As markets compete for the limited crude oil supply, buy-sell margins have remained tight. As a result, prices of crude oil and other commodities continue to remain volatile, although the price of crude oil improved to around $50 per barrel on news of the COVID-19 vaccine and U.S. stimulus talks.
The adverse economic effects of the COVID-19 outbreak, including the continued restrictions in place by governments, changes in consumer behavior related to the slowdown of the economy and the disruption of historical supply and demand patterns, and the volatility of the crude oil markets have resulted in a decline in our crude oil marketing operations and significantly decreased demand for our transportation services. Our crude oil marketing operations have declined as low crude oil prices have negatively impacted the production of crude oil, and demand for crude oil and other related products has significantly decreased due to the global economic slowdown from COVID-19. During the fourth quarter of 2020, crude oil marketing volumes were relatively flat, with a slight improvement in margin.
During the first quarter of 2020, our overall transportation operations remained steady as we transported products including bleach, disinfectant, soap and other similar products in high demand, while seeing an offsetting drop in demand for other products we typically transport. During April and May 2020, we saw a significant decline in our overall transportation operations primarily due to the continuation of the governmental restrictions and the adverse economic effects. However, beginning in late June, demand for transportation of products began to increase. During the third quarter of 2020, demand for transportation of chemicals and personal care products, along with automotive plants coming back online and strong home building product lines, resulted in an increase in our transportation operations. During the fourth quarter of 2020, demand for transportation of products remained strong through mid-November 2020, with the typical holiday season lull resulting in decreased volumes in December 2020.
At December 31, 2020, we had 421,759 barrels of crude oil in inventory, and during the year ended December 31, 2020, we recognized an inventory valuation loss of approximately $24.2 million as the price of our crude oil inventory declined from $61.93 per barrel at December 31, 2019 to $45.83 per barrel at December 31, 2020. Further valuation losses may occur if the price of crude oil continues to decline.
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We are dependent on our workforce of truck drivers to transport crude oil and products for our customers. Developments such as social distancing and shelter-in-place directives thus far have not had a significant impact on our ability to deploy our workforce effectively as the transportation industry has been deemed an essential service under current Cybersecurity and Infrastructure Security Agency guidelines. We have taken measures to seek to ensure the safety of our employees and operations while maintaining uninterrupted service to our customers. The safety of our employees and operations while providing uninterrupted service to our customers remains our primary focus. We are actively monitoring the global situation and its effect on our financial condition, liquidity, operations, customers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we cannot estimate the length or gravity of the impacts of these events at this time. While we consider the decreased demand for crude oil and in transportation services and the lower crude oil prices to be temporary, if the pandemic and decline in oil prices continue, they may have a material adverse effect on our results of operations, financial position and liquidity in 2021.
We plan to continue to operate our business with internally generated cash flows during 2021, but intend to remain flexible as the focus will be on increasing efficiencies and on business development opportunities. During 2021, we plan to integrate our newly acquired terminals and leverage back haul opportunities with the continued efforts to diversify service offerings in our transportation segment, and we plan to grow in new or existing areas with our crude oil marketing segment.
Voluntary Early Retirement Program and Terminations
In May 2020, primarily to streamline redundant functions between divisions and also as a result of the economic downturn, we implemented a voluntary early retirement program for certain employees, which resulted in an increase in personnel expenses of approximately $0.4 million. Of this amount, approximately $0.3 million was included in general and administrative expenses and $0.1 million was included in operating expenses.
Acquisition of Transportation Assets
On May 17, 2020, we entered into a purchase and sale agreement with Comcar Industries, Inc. (“Comcar”), a bulk carrier trucking company, for the purchase of substantially all of the transportation assets of Comcar’s subsidiary, CTL Transportation, LLC (“CTL”). CTL provides short-haul delivery services to customers in the chemical industry, with operations in nine locations in the southeastern U.S. On June 26, 2020, we closed on the acquisition for approximately $9.2 million in cash, including acquisition costs. This acquisition added approximately 163 tractors and 328 trailers to our existing transportation fleet, and these assets were included in our transportation segment. See Note 6 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for further information.
Acquisition of Pipeline and Related Terminal Facility Assets
On October 22, 2020, we and our indirect wholly-owned subsidiary, GulfMark Terminals, LLC (“GMT”) entered into a purchase and sale agreement with EnLink Midstream Operating, L.P. for the purchase of the outstanding equity interests of Victoria Express Pipeline, LLC (“VEX”) and certain related pipeline terminal facility assets for $20.0 million. Of the total purchase price, $10.0 million was paid at closing, with the remainder to be paid in four quarterly installments of $2.5 million, plus interest at a rate of 4.0 percent per annum, beginning in March 2021. The equity interests in GMT, VEX and the other acquired assets were pledged to secure the payment of the installment portions of the purchase price as part of the agreement.
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Together, VEX and GMT form the VEX Pipeline System, with truck and storage terminals at both Cuero and the Port of Victoria, Texas, and is a crude oil and condensate pipeline system, which connects the heart of the Eagle Ford Basin to the Gulf Coast waterborne market. The VEX Pipeline System includes 56 miles of 12-inch pipeline, which spans DeWitt County to Victoria County, Texas, with 350,000 barrels of above ground storage, two 8 bay truck offload stations, and access to two docks at the Port of Victoria. The VEX Pipeline System can receive crude oil by pipeline and truck, and has downstream pipeline connections to two terminals today, with potential for additional downstream connection opportunities in the future. The pipeline system has a current capacity of 90,000 barrels per day.
The VEX Pipeline System has been included in our new pipeline and storage segment. We expect that this acquisition will further strengthen our ability to provide excellent service to the producers in the Gulf Coast region, as well as more effectively service our end-user markets along the Gulf Coast. In addition, the VEX Pipeline System complements our existing storage terminal and dock at the Port of Victoria, where we now control approximately 450,000 barrels of storage with three docks after giving effect to the acquisition.
See Note 6 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for further information.
Business Segments
Crude Oil Marketing
Our crude oil marketing segment consists of the operations of our wholly owned subsidiary, GulfMark Energy, Inc. (“GulfMark”). Our crude oil marketing activities generate revenue from the sale and delivery of crude oil purchased either directly from producers or from others on the open market. We also derive revenue from third party transportation contracts. We purchase crude oil and arrange sales and deliveries to refiners and other customers, primarily onshore in Texas, Oklahoma, North Dakota, Michigan and Louisiana.
Our crude oil marketing activities includes a fleet of 191 tractor-trailer rigs, the majority of which we own and operate, used to transport crude oil. We also maintain approximately 175 pipeline inventory locations or injection stations. We have the ability to barge crude oil from six crude oil storage facilities along the Intracoastal Waterway of Texas and Louisiana, and we have access to approximately 915,000 barrels of storage capacity at the dock facilities in order to access waterborne markets for our products.
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The following table shows the age of our owned and leased tractors and trailers within our crude oil marketing segment at December 31, 2020:
Tractors (1) | Trailers | ||||||||||
| Model Year: | |||||||||||
| 2021 | 25 | — | |||||||||
| 2020 | 51 | — | |||||||||
| 2019 | 38 | — | |||||||||
| 2018 | 15 | — | |||||||||
| 2017 | 4 | — | |||||||||
| 2015 | 39 | 29 | |||||||||
| 2014 | 13 | 33 | |||||||||
| 2013 | 2 | 41 | |||||||||
| 2012 | 1 | 31 | |||||||||
| 2011 | 3 | 110 | |||||||||
| 2010 and earlier | — | 56 | |||||||||
| Total | 191 | 300 | |||||||||
____________________
(1)Includes twenty-five 2021 tractors, thirty 2019 tractors and fifteen 2018 tractors that we lease from a third party under finance lease agreements. See Note 16 in the Notes to Consolidated Financial Statements for further information.
We purchase crude oil at the field (wellhead) level. Volume and price information were as follows for the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Field level purchase volumes – per day (1) (2) | |||||||||||||||||
| Crude oil – barrels | 91,957 | 107,383 | 79,361 | ||||||||||||||
| Average purchase price | |||||||||||||||||
| Crude oil – per barrel | $ | 36.90 | $ | 56.28 | $ | 64.53 | |||||||||||
____________________
(1)Reflects the volume purchased from third parties at the field level of operations.
(2)Effective October 1, 2018, in connection with the acquisition of a trucking company operating in the Red River area in North Texas and South Central Oklahoma (the “Red River acquisition”), we entered into a new revenue contract to purchase crude oil. Volumes increased from the year ended December 31, 2018 to the year ended December 31, 2020 as 2019 and 2020 reflect full years of volumes purchased under the new revenue contract versus one quarter of volumes purchased in 2018.
Field level purchase volumes depict our day-to-day operations of acquiring crude oil at the wellhead, transporting crude oil, and delivering it to market sales points. We held crude oil inventory at a weighted average composite price as follows at the dates indicated (in barrels):
| December 31, | |||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||||||||||||||
| Barrels | Price | Barrels | Price | Barrels | Price | ||||||||||||||||||||||||||||||
| Crude oil inventory | 421,759 | $ | 45.83 | 426,397 | $ | 61.93 | 415,523 | $ | 54.82 | ||||||||||||||||||||||||||
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We deliver physical supplies to refinery customers or enter into commodity exchange transactions from time to time to protect from a decline in inventory valuation. During the year ended December 31, 2020, we had sales to two customers that comprised approximately 24.0 percent and 10.8 percent, respectively, of total consolidated revenues. We believe alternative market outlets for our commodity sales are readily available and a loss of any of these customers would not have a material adverse effect on our operations. See Note 18 in the Notes to Consolidated Financial Statements for further information regarding credit risk.
Operating results for our crude oil marketing segment are sensitive to a number of factors. These factors include commodity location, grades of product, individual customer demand for grades or location of product, localized market price structures, availability of transportation facilities, actual delivery volumes that vary from expected quantities, and the timing and costs to deliver the commodity to the customer.
Transportation
Our transportation segment consists of the operations of our wholly owned subsidiary, Service Transport Company (“STC”). STC transports liquid chemicals, pressurized gases, asphalt and dry bulk on a “for hire” basis throughout the continental U.S., and into Canada and Mexico. For deliveries into Mexico, our drivers meet a third party carrier at the border, and the third party contractor delivers the products to the customer within Mexico. We do not own any of the products that we haul; rather we act as a third party carrier to deliver our customers’ products from point A to point B, using predominately our employees and our owned or leased tractors and trailers. However, we also use contracted independent owner operators to provide transportation services. Transportation services are provided to customers under multiple load contracts in addition to loads covered under STC’s standard price list. Our customers include major oil and chemical companies and large and mid-sized industrial companies. On June 26, 2020, we completed the CTL asset acquisition, which added services to new and existing customers, new product lines and six new market areas to our transportation segment portfolio.
STC operates truck terminals in Houston, Corpus Christi, Nederland and Freeport, Texas; in Baton Rouge (St. Gabriel), St. Rose and Boutte, Louisiana; in Mobile, Alabama; and in Charlotte, North Carolina. As a result of the CTL acquisition, STC added new terminals in Sterlington, Louisiana; St. Louis, Missouri; Cincinnati, Ohio; Atlanta, Georgia; and Tampa and Jacksonville, Florida. The St. Gabriel, Louisiana and the Corpus Christi, Texas terminals are situated on 11.5 acres and 3.5 acres, respectively, that we own, and both include an office building, maintenance bays and tank cleaning facilities.
Transportation operations are headquartered at a terminal facility situated on 26.5 acres that we own in Houston, Texas. This property includes maintenance facilities, administrative offices and terminal facility, tank wash rack facilities and a water treatment system. Pursuant to regulatory requirements, STC holds a Hazardous Materials Certificate of Registration issued by the U.S. Department of Transportation (“DOT”).
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The following table shows the age of our owned and leased tractors and trailers within our transportation segment at December 31, 2020:
Tractors (1) (2) | Trailers (3) | ||||||||||
| Model Year: | |||||||||||
| 2021 | 33 | — | |||||||||
| 2020 | 137 | 100 | |||||||||
| 2019 | 83 | — | |||||||||
| 2018 | 1 | 20 | |||||||||
| 2017 | 1 | — | |||||||||
| 2016 | 72 | 6 | |||||||||
| 2015 | 46 | 76 | |||||||||
| 2014 | 2 | 34 | |||||||||
| 2012 | — | 30 | |||||||||
| 2008 and earlier | — | 537 | |||||||||
| Total | 375 | 803 | |||||||||
____________________
(1)Excludes 77 contracted independent owner operator tractors.
(2)Includes thirty-three 2021 tractors that we lease from a third party under finance lease agreements.
(3)Includes twenty 2020 and twenty 2018 trailers that we lease from a third party under a finance lease agreement. See Note 16 in the Notes to Consolidated Financial Statements for further information.
Miles traveled was as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Mileage (1) | 24,239 | 20,535 | 19,177 | ||||||||||||||
____________________
(1)The increase in mileage from 2019 to 2020 is primarily due to the CTL acquisition, which added services to new and existing customers, new product lines and six new market areas to our transportation segment portfolio.
All company and independent contractor tractors are equipped with in-cab communication technology, enabling two-way communications between our dispatch office and our drivers, through both standardized and free-form messaging, including electronic logging. We have also installed electronic logging devices (ELDs) on 100 percent of our tractor fleet. This technology enables us to dispatch drivers efficiently in response to customers’ requests and to provide real-time information to customers about the status of their shipments. We have also equipped our tractor fleet with forward-facing and in-ward facing event recorders. These cameras are constantly recording the movements of the vehicles, and our management team is alerted via email in the event the unit triggers a G-force event. A snapshot of this recording is then sent to the management team for review.
STC holds the American Chemistry Council’s certification as a Responsible Care Management System (“RCMS”) company. The scope of this RCMS certification covers the carriage of bulk liquids throughout STC’s area of operations as well as the tank trailer cleaning facilities and equipment maintenance. Certification was granted based on STC’s conformance to the RCMS’s comprehensive environmental health, safety and security requirements. STC’s quality management process is one of its major assets. The practice of using statistical process control covering safety, on-time performance and customer satisfaction aids continuous improvement in all areas of quality service.
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STC is a Partner in the U.S. Environmental Protection Agency’s (“EPA”) SmartWay Transport Partnership, a national voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and promote cleaner, more efficient ground freight transportation.
During 2020, STC applied for and received its first bronze star rating from EcoVadis, a global leader in monitoring, benchmarking and enabling sustainability in global supply chains.
Our strategy is to build long-term relationships with our customers based upon the highest level of customer service, safety and reliability. We believe that our commitment to safety, flexibility, size and capabilities provide us with a competitive advantage over other carriers.
Pipeline and Storage Segment
Our new pipeline and storage segment consists of the operations of two wholly-owned subsidiaries of GulfMark, which constitute the VEX Pipeline System: (i) VEX, which we acquired on October 22, 2020 and which owns the VEX pipeline, and (ii) GMT, which was formed in October 2020 to hold the related terminal facility assets we acquired with the VEX Pipeline System. The VEX Pipeline System complements our existing storage terminal and dock at the Port of Victoria, where with our crude oil marketing segment, we now control approximately 450,000 barrels of storage with three docks.
The VEX Pipeline System, with truck and storage terminals at both Cuero and the Port of Victoria, Texas, is a crude oil and condensate pipeline system, which connects the heart of the Eagle Ford Basin to the Gulf Coast waterborne market. The VEX Pipeline System includes 56 miles of 12-inch pipeline, which spans DeWitt County to Port of Victoria in Victoria County, Texas, with approximately 350,000 barrels of above ground storage at its two terminals. The pipeline system has a current capacity of 90,000 barrels per day and is regulated by the Federal Energy Regulatory Commission (“FERC”) and the Texas Railroad Commission. The VEX Pipeline System can receive crude oil by pipeline and truck, and has downstream pipeline connections to two terminals today, with potential for additional downstream connection opportunities in the future.
The Cuero terminal has 40,000 barrels per day of offload capacity via eight truck unloading stations, with two 80,000 barrels and one 16,000 barrels of storage tanks. The Port of Victoria terminal has 40,000 barrels per day of offload capacity via eight truck unloading stations and water access via two barge docks, which have been leased from the Port Authority in Victoria. The Port of Victoria has four 40,000 barrels and one 10,000 barrels storage tanks.
The VEX Pipeline System supports GulfMark’s Gulf Coast region crude oil supply and marketing business and integrates into GulfMark’s value chain, serving as the link between producers/operators and our end-user markets we supply directly along the Gulf Coast waterborne market. With GulfMark’s ownership of the VEX Pipeline System, we have the opportunity to increase our efficiency by more effectively managing the pipeline and terminalling portion of our overall transportation costs.
In addition to the VEX Pipeline System serving GulfMark, we currently have opportunities to work with third parties both upstream and downstream of the VEX Pipeline System. We also continue to provide services to our existing customer at the Port of Victoria terminal.
We expect that this acquisition will further strengthen and ensure that we continue to provide excellent service to the producers in the Gulf Coast region, as well as increase our margin opportunity as we more cost effectively service our end-user markets along the Gulf Coast.
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Investment in Unconsolidated Affiliate
We own an approximate 15 percent equity interest (less than 3 percent voting interest) in VestaCare, Inc., a California corporation (“VestaCare”), through Adams Resources Medical Management, Inc. (“ARMM”), a wholly owned subsidiary. We acquired our interest in VestaCare in April 2016 for a $2.5 million cash payment, which we impaired in 2017. VestaCare provides an array of software as a service (SaaS) electronic payment technologies to medical providers, payers and patients including VestaCare’s product offering, VestaPay™. VestaPay™ allows medical care providers to structure fully automated and dynamically updating electronic payment plans for their patients. We do not currently have any plans to pursue additional medical-related investments. See Note 2 in the Notes to Consolidated Financial Statements for further information.
Competition
In all phases of our operations, we encounter strong competition from a number of entities. Many of these competitors possess financial resources substantially in excess of ours and may have a more expansive geographic footprint than we have. We face competition principally in establishing trade credit, pricing of available materials, quality of service and location of service. Our strategy is to build long-term partnerships with our customers based upon the safety of our operations, reliability and superior customer service.
Our crude oil marketing segment competes with major crude oil companies and other large industrial concerns that own or control significant refining, midstream and marketing facilities. These major crude oil companies may offer their products to others on more favorable terms than those available to us.
In the trucking industry, the tank lines transportation business is extremely competitive and fragmented. Price, service and location are the major competitive factors in each local market.
Seasonality
In the trucking industry, revenue has historically followed a seasonal pattern for various commodities and customer businesses. Peak freight demand has historically occurred in the months of September, October and November. After the December holiday season and during the remaining winter months, freight volumes are typically lower as many customers reduce shipment levels. Operating expenses have historically been higher in the winter months primarily due to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue equipment, and increased insurance claim costs attributable to adverse winter weather conditions. Revenue can also be impacted by weather, holidays and the number of business days that occur during a given period, as revenue is directly related to the available working days of shippers.
Although our crude oil marketing business is not materially affected by seasonality, certain aspects of our operations are impacted by seasonal changes, such as tropical weather conditions, energy demand in connection with heating and cooling requirements and the summer driving season.
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Regulatory Matters
We are subject to an extensive variety of evolving federal, state and local laws, rules and regulations governing the storage, transportation, manufacture, use, discharge, release and disposal of product and contaminants into the environment, or otherwise relating to the protection of the environment. Below is a non-exclusive listing of the environmental laws that potentially impact our business.
•The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended.
•The Clean Water Act of 1972, as amended.
•The Clean Air Act of 1970, as amended.
•The Toxic Substances Control Act of 1976, as amended.
•The Emergency Planning and Community Right-to-Know Act.
•The Occupational Safety and Health Act of 1970, as amended.
•Texas Clean Air Act.
•Texas Solid Waste Disposal Act.
•Texas Water Code.
•Texas Oil Spill Prevention and Response Act of 1991, as amended.
Railroad Commission of Texas (“RRC”)
The RRC regulates, among other things, the drilling and operation of crude oil and natural gas wells, the operation of crude oil and natural gas pipelines, the disposal of crude oil and natural gas production wastes, and certain storage of crude oil and natural gas. RRC regulations govern the generation, management and disposal of waste from these crude oil and natural gas operations and provide for the cleanup of contamination from crude oil and natural gas operations.
Louisiana Office of Conservation
The Louisiana Office of Conservation has primary statutory responsibility for regulation and conservation of crude oil, natural gas, and other natural resources in the State of Louisiana. Their objectives are to (i) regulate the exploration and production of crude oil, natural gas and other hydrocarbons, (ii) control and allocate energy supplies and distribution thereof, and (iii) protect public safety and the environment from oilfield waste, including the regulation of underground injection and disposal practices.
State and Local Government Regulation
Many states are authorized by the EPA to enforce regulations promulgated under various federal statutes. In addition, there are numerous other state and local authorities that regulate the environment, some of which impose more stringent environmental standards than federal laws and regulations. The penalties for violations of state law vary, but typically include injunctive relief and recovery of damages for injury to air, water or property as well as fines for non-compliance.
Trucking Activities
Our crude oil marketing and transportation businesses operate truck fleets pursuant to the authority of the DOT and various state authorities. Trucking operations must be conducted in accordance with various laws relating to pollution and environmental control as well as safety requirements prescribed by states and by the DOT. Matters such as weight and dimension of equipment are also subject to federal and state regulations. These regulations also require mandatory drug testing of drivers and require certain tests for alcohol levels in drivers and other safety personnel. The trucking industry is subject to possible regulatory and legislative changes, such as increasingly stringent environmental requirements or limits on vehicle weight and size. Regulatory change may affect the economics of the industry by requiring changes in operating practices or by changing the demand for private and
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common or contract carrier services or the cost of providing truckload services. In addition, our tank wash facilities are subject to increasingly stringent local, state and federal environmental regulations.
We have implemented security procedures for drivers and terminal facilities. Satellite tracking transponders installed in the power units are used to communicate emergencies to us and to maintain constant information as to the unit’s location. If necessary, our terminal personnel will notify local law enforcement agencies. In addition, we are able to advise a customer of the status and location of their loads. Remote cameras and enhanced lighting coverage in the staging and parking areas have augmented terminal security. We have a focus on safety in the communities in which we operate, including leveraging camera technology to enhance driver behavior and awareness. Our crude oil marketing and transportation businesses are Partners in the EPA’s SmartWay Transport Partnership, a national voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and promote cleaner, more efficient ground freight transportation.
FERC Regulation
The VEX Pipeline System, which we acquired in 2020, is regulated by the FERC as a common carrier interstate pipeline under the Interstate Commerce Act (“ICA”), the Energy Policy Act of 1992, and related rules and orders. The ICA and its implementing regulations give the FERC authority to regulate the rates charged for service on interstate common carrier pipelines and generally require the rates and practices of interstate liquids pipelines to be just, reasonable, not unduly discriminatory and not unduly preferential. The ICA also requires tariffs that set forth the rates a common carrier pipeline charges for providing transportation services on its interstate common carrier liquids pipelines, as well as the rules and regulations governing these services, to be maintained on file with the FERC and posted publicly. The Energy Policy Act of 1992 deemed certain rates in effect prior to its passage to be just and reasonable and limited the circumstances under which a complaint can be made against such “grandfathered” rates. The Energy Policy Act of 1992 and its implementing regulations also allow interstate common carrier liquids pipelines to annually index their rates up to a prescribed ceiling level and require that such pipelines index their rates down to the prescribed ceiling level if the index is negative. In addition, the FERC retains cost-of-service ratemaking, market-based rates and settlement rates as alternatives to the indexing approach.
The ICA permits interested persons to challenge proposed new or changed rates or rules, and authorizes the FERC to investigate such changes and to suspend their effectiveness for a period of up to seven months. Upon completion of such an investigation, the FERC may require refunds of amounts collected above what it finds to be a just and reasonable level, together with interest. The FERC may also investigate, upon complaint or on its own motion, rates and related rules that are already in effect, and may order a carrier to change them prospectively. Upon an appropriate showing, a shipper may obtain reparations (including interest) for damages sustained for a period of up to two years prior to the filing of its complaint.
Changes in the FERC’s methodologies for approving rates could adversely affect us. In addition, challenges to our regulated rates could be filed with the FERC and future decisions by the FERC regarding our regulated rates could adversely affect our cash flows. We believe the transportation rates currently charged by our interstate liquids pipeline is in accordance with the ICA and applicable FERC regulations. However, we cannot predict the rates we will be allowed to charge in the future for transportation services by such pipeline.
Pipeline Safety
We are subject to regulation by the DOT as authorized under various provisions of Title 49 of the United States Code and comparable state statutes relating to the design, installation, testing, construction, operation, replacement and management of our pipeline facilities. These statutes require companies that own or operate pipelines to (i) comply with such regulations, (ii) permit access to and copying of pertinent records, (iii) file certain reports and (iv) provide information as required by the U.S. Secretary of Transportation. The DOT regulates natural gas and hazardous liquids pipelines through its Pipeline and Hazardous Materials Safety Administration (“PHMSA”). We believe we are in material compliance with DOT regulations.
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The development and/or implementation of more stringent requirements pursuant to DOT regulations, as well as any implementation of the PHMSA rules thereunder or reinterpretation of guidance by PHMSA or any state agencies with respect thereto, may result in us incurring significant and unanticipated expenditures to comply with such standards. Until the proposed regulations are finalized, the impact on our operations, if any, is not known.
Regulatory Status and Potential Environmental Liability
Our operations and facilities are subject to numerous federal, state and local environmental laws and regulations including those described above, as well as associated permitting and licensing requirements. We regard compliance with applicable environmental regulations as a critical component of our overall operation, and devote significant attention to providing quality service and products to our customers, protecting the health and safety of our employees, and protecting our facilities from damage. We believe we have obtained or applied for all permits and approvals required under existing environmental laws and regulations to operate our current business. We are not subject to any pending or threatened environmental litigation or enforcement actions which could materially and adversely affect our business.
We have, where appropriate, implemented operating procedures at each of our facilities designed to assure compliance with environmental laws and regulation. However, given the nature of our business, we are subject to environmental risks, and the possibility remains that our ownership of our facilities and our operations and activities could result in civil or criminal enforcement and public as well as private actions against us, which may necessitate or generate mandatory cleanup activities, revocation of required permits or licenses, denial of application for future permits, and/or significant fines, penalties or damages, any and all of which could have a material adverse effect on us. See “Item 1A. Risk Factors” for further discussion. At December 31, 2020, we are not aware of any unresolved environmental issues for which additional accounting accruals are necessary.
Human Capital Resources
Employees
At December 31, 2020, we employed 726 persons, of which 492, or 68 percent, were truck drivers. We believe our employee relations are satisfactory, and none of our employees are subject to union contracts or part of a collective bargaining unit.
Our business strategy and ability to serve customers relies on employing talented professionals and attracting, training, developing and retaining a skilled workforce. There is substantial competition for qualified truck drivers in the trucking industry. Recruitment, training, and retention of a professional driver workforce is essential to our continued growth and fulfillment of customer needs. We hire qualified professional drivers who hold a valid commercial driver’s license, satisfy applicable federal and state safety performance and measurement requirements, and meet our hiring criteria. These guidelines relate primarily to safety history, road test evaluations, and various other evaluations, which include physical examinations and mandatory drug and alcohol testing. We provide comfortable, late model equipment, encourage direct communication with management, and pay competitive wages and benefits, and other incentives intended to encourage driver safety, retention and long-term employment. Prior to being released for individual duty, each new hire is required to undergo a mandatory training and evaluation period by a certified driver trainer/instructor. The length of this training period will be dependent on experience and the new hire adaptation to company policies and procedures.
With respect to the current COVID-19 pandemic, we have updated and implemented our pandemic plan to ensure the continuation of safe and reliable service to customers and to maintain the safety of our employees, as well as to incorporate any new governmental guidance and rules and regulations regarding workplace safety. Since the beginning of the pandemic, we have been deemed an essential entity by virtue of the transportation services we provide.
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Independent Contractors
In addition to company drivers, we enter into contracts with independent contractors, who provide a tractor and a driver and are responsible for all operating expenses in exchange for an agreed upon fee structure. At December 31, 2020, we had 77 independent contractor operated tractors, which comprised approximately 14 percent of our professional driving fleet.
Federal and State Taxation
We are subject to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”). In accordance with the Code, we computed our income tax provision based on a 21 percent tax rate for the year ended December 31, 2020. We conduct a significant amount of business within the State of Texas. Texas operations are subject to a one-half percent state tax on its revenues net of cost of goods sold as defined by the state. We believe we are currently in compliance with all federal and state tax regulations.
Available Information
We electronically file certain documents with the U.S. Securities and Exchange Commission (“SEC”). We file Annual Reports on Form 10-K; Quarterly Reports on Form 10-Q; and Current Reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto.
We also make available free of charge, through the “Investor Relations” link on our website, www.adamsresources.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, simultaneously with or as soon as reasonably practicable after filing such materials with, or furnishing such materials to, the SEC. The information on our website, or information about us on any other website, is not incorporated by reference into this report.
Item 1A. Risk Factors.
An investment in our common stock involves certain risks. If any of the following key risks were to occur, it could have a material adverse effect on our financial position, results of operations and cash flows. In any such circumstance and others described below, the trading price of our securities could decline and you could lose part or all of your investment.
Risk Related to our Business
Difficulty in attracting and retaining drivers could negatively affect our operations and limit our growth.
There is substantial competition for qualified personnel, particularly drivers, in the trucking industry. We operate in geographic areas where there is currently a shortage of drivers. Regulatory requirements, including electronic logging, and an improving U.S. jobs market, could continue to reduce the number of eligible drivers in our markets. Any shortage of drivers could result in temporary under-utilization of our equipment, difficulty in meeting our customers’ demands and increased compensation levels, each of which could have a material adverse effect on our business, results of operations and financial condition. A loss of qualified drivers could lead to an increased frequency in the number of accidents, potential claims exposure and, indirectly, insurance costs.
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Difficulty in attracting qualified drivers could also require us to limit our growth. Our strategy is to grow in part by expanding existing customer relationships into new markets. However, we may have difficulty finding qualified drivers on a timely basis when presented with new customer opportunities, which could result in our inability to accept or service this business or could require us to increase the wages we pay in order to attract drivers. If we are unable to hire qualified drivers to service business opportunities in new markets, we may have to temporarily send drivers from existing terminals to those new markets, causing us to incur significant costs relating to out-of-town driver pay and expenses. In making acquisitions and converting private fleets, some of the drivers in those fleets may not meet our standards, which would require us to find qualified drivers to replace them. If we are unable to find and retain such qualified drivers on terms acceptable to us, we may be forced to forego opportunities to expand or maintain our business.
Our business is dependent on the ability to obtain trade and other credit.
Our future development and growth depends, in part, on our ability to successfully obtain credit from suppliers and other parties. Trade credit arrangements are relied upon as a significant source of liquidity for capital requirements not satisfied by operating cash flow. If global financial markets and economic conditions disrupt and reduce stability in general, and the solvency of creditors specifically, the availability of funding from credit markets, would be reduced as many lenders and institutional investors would enact tighter lending standards, refuse to refinance existing debt on terms similar to current debt or, in some cases, cease to provide funding to borrowers. These issues coupled with weak economic conditions would make it more difficult for us, our suppliers and our customers to obtain funding. If we are unable to obtain trade or other forms of credit on reasonable and competitive terms, the ability to continue our marketing businesses, pursue improvements, and continue future growth will be limited. We cannot assure you that we will be able to maintain future credit arrangements on commercially reasonable terms.
The financial soundness of customers could affect our business and operating results.
Constraints in the financial markets and other macro-economic challenges that might affect the economy of the U.S. and other parts of the world could cause our customers to experience cash flow concerns. As a result, if our customers’ operating and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, customers would not be able to pay, or may delay payment of, accounts receivable owed to us. Any inability of current and/or potential customers to pay for services may adversely affect our financial condition and results of operations.
We may face opposition to the operation of our pipeline and facilities from various groups.
We may face opposition to the operation of our pipeline and facilities from environmental groups, landowners, tribal groups, local groups and other advocates. Such opposition could take many forms, including organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of our assets and business. In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of our operations. Any such event that interrupts the revenues generated by our operations, or which causes us to make significant expenditures not covered by insurance, could reduce our cash available for paying distributions to our partners and, accordingly, adversely affect our financial condition and the market price of our securities.
Our pipeline integrity program as well as compliance with pipeline safety laws and regulations may impose significant costs and liabilities on us.
If we were to incur material costs in connection with our pipeline integrity program or pipeline safety laws and regulations, those costs could have a material adverse effect on our financial condition, results of operations and cash flows.
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The DOT requires pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines. The majority of the costs to comply with this integrity management rule are associated with pipeline integrity testing and any repairs found to be necessary as a result of such testing. Changes such as advances in pipeline inspection tools and identification of additional threats to a pipeline’s integrity, among other things, can have a significant impact on the costs to perform integrity testing and repairs. We will continue our pipeline integrity testing programs to assess and maintain the integrity of our pipeline. The results of these tests could cause us to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipeline.
The rates of our regulated assets are subject to review and possible adjustment by federal and state regulators, which could adversely affect our revenues.
The FERC, pursuant to the ICA (as amended), the Energy Policy Act and rules and orders promulgated thereunder, regulates the tariff rates and terms and conditions of service for our interstate common carrier liquids pipeline operations. To be lawful under the ICA, interstate tariff rates, terms and conditions of service must be just and reasonable and not unduly discriminatory, and must be on file with the FERC. In addition, pipelines may not confer any undue preference upon any shipper. Shippers may protest (and the FERC may investigate) the lawfulness of new or changed tariff rates. The FERC can suspend those tariff rates for up to seven months. It can also require refunds of amounts collected pursuant to rates that are ultimately found to be unlawful and prescribe new rates prospectively. The FERC and interested parties can also challenge tariff rates that have become final and effective. The FERC can also order new rates to take effect prospectively and order reparations for past rates that exceed the just and reasonable level up to two years prior to the date of a complaint. Due to the complexity of rate making, the lawfulness of any rate is never assured. A successful challenge of our rates could adversely affect our revenues.
The intrastate liquids pipeline transportation services we provide are subject to various state laws and regulations that apply to the rates we charge and the terms and conditions of the services we offer. Although state regulation typically is less onerous than FERC regulation, the rates we charge and the provision of our services may be subject to challenge
Revenues are generated under contracts that must be renegotiated periodically.
Substantially all of our revenues are generated under contracts which expire periodically or which must be frequently renegotiated, extended or replaced. Whether these contracts are renegotiated, extended or replaced is often subject to factors beyond our control. These factors include sudden fluctuations in crude oil and natural gas prices, counterparty ability to pay for or accept the contracted volumes and, most importantly, an extremely competitive marketplace for the services we offer. We cannot assure you that the costs and pricing of our services can remain competitive in the marketplace or that we will be successful in renegotiating our contracts.
Anticipated or scheduled volumes will differ from actual or delivered volumes.
Our crude oil marketing business purchases initial production of crude oil at the wellhead under contracts requiring us to accept the actual volume produced. The resale of this production is generally under contracts requiring a fixed volume to be delivered. We estimate our anticipated supply and match that supply estimate for both volume and pricing formulas with committed sales volumes. Since actual wellhead volumes produced will rarely equal anticipated supply, our marketing margins may be adversely impacted. In many instances, any losses resulting from the difference between actual supply volumes compared to committed sales volumes must be absorbed by us.
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Environmental liabilities and environmental regulations may have an adverse effect on us.
Our business is subject to environmental hazards such as spills, leaks or any discharges of petroleum products and hazardous substances. These environmental hazards could expose us to material liabilities for property damage, personal injuries, and/or environmental harms, including the costs of investigating and rectifying contaminated properties.
Environmental laws and regulations govern many aspects of our business, such as transportation and waste management. Compliance with environmental laws and regulations can require significant costs or may require a decrease in business activities. Moreover, noncompliance with these laws and regulations could subject us to significant administrative, civil, and/or criminal fines and/or penalties, as well as potential injunctive relief. See discussion under “Item 1 and 2. Business and Properties — Regulatory Matters,” and in the sections that follow, for additional detail.
Current and future litigation could have an adverse effect on us.
We are currently involved in certain administrative and civil legal proceedings as part of the ordinary course of our business. Moreover, as incidental to operations, we sometimes become involved in various lawsuits and/or disputes. Lawsuits and other legal proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. Although we maintain insurance to mitigate these costs, we cannot assure you that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Our results of operations could be adversely affected if a judgment, penalty or fine is not fully covered by insurance.
Risk Related to our Industry
The ongoing COVID-19 pandemic and the recent OPEC price war could disrupt our operations and adversely impact our business and financial results.
The outbreak of COVID-19 has resulted in the implementation of significant governmental measures to control the spread of the virus, including quarantines, travel restrictions, business shutdowns and restrictions on non-essential activities in the U.S. and abroad. As a result, the global economy has been marked by significant slowdown and uncertainty, which has led to a precipitous decline in crude oil prices in response to demand concerns, further exacerbated by the OPEC price war during the first quarter of 2020 and global storage considerations. During the second quarter of 2020, while members of OPEC reached agreements to cut crude oil production, downward pressure on crude oil prices continues and could continue into the foreseeable future, due to concerns regarding an oversupply of crude oil inventories. As a result, prices of crude oil and other commodities continue to remain volatile.
The ongoing COVID-19 pandemic has caused a number of adverse economic effects, including government restrictions, changes in consumer behavior related to the economic slowdown, and disruption of historical supply and demand patterns, which have negatively affected our business and the businesses of our customers.
As a result, our crude oil marketing operations have declined, as low crude oil prices have negatively impacted production of crude oil, and demand for crude oil and other related products has significantly decreased. While we consider the lower crude oil prices and decrease in demand to be temporary, if the pandemic and decline in crude oil prices continue, they may have a material adverse on our results of operations, financial position and liquidity in 2021. We are actively monitoring our financial condition, liquidity, operations, customers, industry and workforce. Although we cannot estimate the length or gravity of the impacts of these events at this time, if the pandemic and decline in oil prices continue, we expect that they will have an adverse effect on our results of future operations, financial position and liquidity.
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Additionally, during the second quarter of 2020, we saw a significant decline in our overall transportation operations primarily due to the continuation of the governmental restrictions and the adverse economic effects. While demand for transportation of products has begun to increase but has not yet returned to pre-pandemic levels, such demand may decrease again in the future, particularly if governmental restrictions are renewed or reinstituted.
The implementation of governmental restrictions related to COVID-19 has not to date had a significant impact on our ability to deploy our workforce effectively, as the transportation industry has been deemed an essential service, but limitations or restrictions could be enacted in the future that would impact our operations. Additionally, we may also experience disruptions in our workforce related to COVID-19, which may negatively affect our revenues in 2021 and our overall liquidity.
General economic conditions could reduce demand for chemical based trucking services.
Customer demand for our products and services is substantially dependent upon the general economic conditions for the U.S., which are cyclical in nature. In particular, demand for liquid chemical truck transportation services is dependent on activity within the petrochemical sector of the U.S. economy. Chemical sector demand typically varies with the housing and auto markets as well as the relative strength of the U.S. dollar to foreign currencies. A relatively strong U.S. dollar exchange rate may be adverse to our transportation operation since it tends to suppress export demand for petrochemicals. Conversely, a weak U.S. dollar exchange rate tends to stimulate export demand for petrochemicals.
Fluctuations in crude oil prices could have an adverse effect on us.
Our future financial condition, revenues, results of operations and future rate of growth are materially affected by crude oil prices that historically have been volatile and are likely to continue to be volatile in the future. Crude oil prices depend on factors outside of our control. These factors include:
•supply and demand for crude oil and expectations regarding supply and demand;
•political conditions in other crude oil-producing countries, including the possibility of insurgency or war in such areas;
•economic conditions in the U.S. and worldwide;
•the impact of public health epidemics, like the global coronavirus outbreak beginning in 2020;
•governmental regulations and taxation;
•the impact of energy conservation efforts;
•the price and availability of alternative fuel sources;
•weather conditions;
•availability of local, interstate and intrastate transportation systems; and
•market uncertainty.
Potentially escalating diesel fuel prices could have an adverse effect on us.
As an integral part of our crude oil marketing and transportation businesses, we operate approximately 570 tractors, and diesel fuel costs are a significant component of our operating expenses. These costs generally fluctuate with increasing and decreasing world crude oil prices. In our transportation segment, we typically incorporate a fuel surcharge provision in our customer contracts. During periods of high prices, we attempt to recoup rising diesel fuel costs through the pricing of our services; however to the extent these costs escalate, our operating earnings will generally be adversely affected.
Insurance and claims expenses, including for self-insured risks, could significantly reduce our earnings.
Transportation of hazardous materials involves certain operating hazards such as automobile accidents, explosions, fires and pollution. Any of these operating hazards could cause serious injuries, fatalities or property damage, which could expose us to liability. The payment of any of these liabilities could reduce, or even eliminate, the funds available for other areas.
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Consistent with the industry standard, our insurance policies provide limited coverage for losses or liabilities relating to pollution, with broader coverage provided for sudden and accidental occurrences. Insurance might be inadequate to cover all liabilities. Obtaining insurance for our line of business can become difficult and costly. Typically, when insurance cost escalates, we may reduce our level of coverage, and more risk may be retained to offset cost increases.
Beginning in 2021, we self-insure a significant portion of our claims exposure resulting from auto liability, general liability and workers’ compensation through our wholly owned captive insurance company. Although we reserve for anticipated losses and expenses based on actuarial reviews and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates. Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition and results of operations in material amounts.
We maintain an insurance program for potential losses that are in excess of the amounts that we insure through the captive, as well as potential losses from other categories of claims. Although we believe our aggregate insurance limits should be sufficient to cover our historic or future claims amounts, it is possible that one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our aggregate insurance coverage, we would bear the excess, in addition to the amount in the captive.
Given the current claims settlement environment, the amount of commercially available insurance coverage is decreasing, and the premiums for this coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced. In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure. Our results of operations and financial condition could be materially and adversely affected if (1) our costs or losses significantly exceed our aggregate self-insurance and excess coverage limits, (2) we are unable to obtain affordable insurance coverage in amounts we deem sufficient, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided.
Counterparty credit default could have an adverse effect on us.
Our revenues are generated under contracts with various counterparties, and our results of operations could be adversely affected by non-performance under the various contracts. A counterparty’s default or non-performance could be caused by factors beyond our control. A default could occur as a result of circumstances relating directly to the counterparty, or due to circumstances caused by other market participants having a direct or indirect relationship with the counterparty. We seek to mitigate the risk of default by evaluating the financial strength of potential counterparties; however, despite mitigation efforts, contractual defaults do occur from time to time.
Our business is subject to changing government regulations.
Federal, state or local government agencies may impose environmental, labor or other regulations that increase costs and/or terminate or suspend operations. Our business is subject to federal, state and local laws and regulations. These regulations relate to, among other things, transportation of crude oil and natural gas. Existing laws and regulations could be changed, and any changes could increase costs of compliance and costs of operations.
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Climate change legislation or regulations restricting emissions of “greenhouse gases” (“GHGs”) could result in increased operating costs and reduced demand for the crude oil we market and transport.
More stringent laws and regulations relating to climate change and GHGs may be adopted and could cause us to incur material expenses to comply with such laws and regulations. In the absence of comprehensive federal legislation on GHG emission control, the EPA attempted to require the permitting of GHG emissions; although the Supreme Court struck down certain of the permitting requirements in 2014, it upheld the EPA’s authority to control GHG emissions when a permit is required due to emissions of other pollutants. The EPA also requires the reporting of GHG emissions from specified large GHG emission sources including onshore and offshore crude oil and natural gas production facilities and onshore crude oil and natural gas processing, transmission, storage and distribution facilities. Reporting of GHG emissions from such large facilities is required on an annual basis. We do not presently operate any such large GHG emission sources but, if we were to do so in the future, we would incur costs associated with evaluating and meeting this reporting obligation.
Regulation of methane emissions has varied significantly between recent administrations, and may continue to change under the current administration or in the future. In May 2016, the EPA finalized rules to reduce methane emissions from new, modified or reconstructed sources in the crude oil and natural gas sector. However, in August 2020, the EPA adopted significant revisions to the 2016 rules. Regarding existing sources in the crude oil and natural gas section, the EPA announced in March 2016 that it intended to develop rules to reduce methane emissions for existing sources, although the EPA later announced in March 2017 that it no longer intends to pursue regulation of methane emissions from existing sources. In November 2016, the Bureau of Land Management (“BLM”) issued final rules to reduce methane emissions from venting, flaring and leaks during crude oil and natural gas operations on public lands, which the BLM later revised in rules promulgated in September 2018. Several states are pursuing similar measures to regulate emissions of methane from new and existing sources within the crude oil and natural gas source category.
In addition, the U.S. Congress has considered legislation to reduce emissions of GHGs, and many states and regions have already taken legal measures to reduce or measure GHG emission levels, often involving the planned development of GHG emission inventories and/or regional cap and trade programs. Most of these cap and trade programs require major sources of emissions or major producers of fuels to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to reduce overall GHG emissions, and the cost of these allowances could escalate significantly over time. In the markets in which we currently operate, our operations are not affected by such GHG cap and trade programs. On an international level, almost 200 nations agreed in December 2015 to an international climate change agreement in Paris, France that calls for countries to set their own GHG emissions targets and to be transparent about the measures each country will use to achieve its GHG emissions targets. Although the U.S. withdrew from the Paris accord in November 2020, it rejoined under the new administration in February 2021. Further, several states and local governments remain committed to the principles of the international climate agreement in their effectuation of policy and regulations. It is not possible at this time to predict how or when the U.S. might impose restrictions on GHGs as a result of the international climate change agreement. The adoption and implementation of any legislation or regulatory programs imposing GHG reporting obligations on, or limiting emissions of GHGs from, our equipment and operations could require us to incur costs to reduce emissions of GHGs associated with our operations including costs to operate and maintain our facilities, install new emission controls on our facilities, acquire allowances to authorize our GHG emissions, pay any taxes related to GHG emissions and administer and manage a GHG emissions program. Such programs also could adversely affect demand for the crude oil that we market and transport.
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General Risk Factors
Economic developments could damage our operations and materially reduce our profitability and cash flows.
Potential disruptions in the credit markets and concerns about global economic growth could have a significant adverse impact on global financial markets and commodity prices. These factors could contribute to a decline in our stock price and corresponding market capitalization. If commodity prices experience a period of rapid decline, or a prolonged period of low commodity prices, our future earnings will be reduced. We currently do not have bank debt obligations. If the capital and credit markets experience volatility and the availability of funds become limited, our customers and suppliers may incur increased costs associated with issuing commercial paper and/or other debt instruments and this, in turn, could adversely affect our ability to secure supply and make profitable sales.
We could be adversely affected by changes in tax laws or regulations.
The Internal Revenue Service, the U.S. Treasury Department, Congress and the states frequently review federal or state income tax legislation. We cannot predict whether, when, or to what extent new federal or state tax laws, regulations, interpretations or rulings will be adopted. Any such legislative action may prospectively or retroactively modify tax treatment and, therefore, may adversely affect taxation of us.
We are subject to risks associated with climate change.
In interpretative guidance on climate change disclosures, the SEC indicates that climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland and water availability and quality. If such effects were to occur, our operations have the potential to be adversely affected. Potential adverse effects could include disruption of our marketing and transportation activities, including, for example, damages to our facilities from powerful winds or floods, or increases in our costs of operation or reductions in the efficiency of our operations, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation or process related services provided by companies or suppliers with whom we have a business relationship. In addition, the demand for and consumption of our products and services (due to change in both costs and weather patterns), and the economic health of the regions in which we operate, could have a material adverse effect on our business, financial condition, results of operations and cash flows. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.
Cyber-attacks or other disruptions to our information technology systems could lead to reduced revenue, increased costs, liability claims, fines or harm to our competitive position.
We rely on our information technology systems to conduct our business, including systems of third-party vendors. These systems include information used to operate our assets and cloud-based services. These systems have been subject to attempted security breaches and cyber-attacks in the past, and may be subject to such attacks in the future.
We may incur increasing costs in connection with our efforts to enhance and ensure security and in response to actual or attempted cybersecurity attacks. Substantial aspects of our business depend on the secure operation of our computer systems and websites. Security breaches could expose us to a risk of loss, misuse or interruption of sensitive and critical information and functions, including our own proprietary information and that of our customers, suppliers and employees. Such breaches could result in operational impacts, reputational harm, competitive disadvantage, litigation, regulatory enforcement actions and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, we cannot assure you that we will be able to prevent all of the rapidly evolving types of cyberattacks. Actual or anticipated attacks and risks may cause us to incur increasing costs for technology, personnel and services to enhance security or to respond to occurrences.
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We have programs, processes and technologies in place to attempt to prevent, detect, contain, respond to and mitigate security-related threats and potential incidents. We undertake ongoing improvements to our systems, connected devices and information-sharing products in order to minimize vulnerabilities, in accordance with industry and regulatory standards; however, the techniques used to obtain unauthorized access change frequently and can be difficult to detect. Anticipating, identifying or preventing these intrusions or mitigating them if and when they occur is challenging and makes us more vulnerable to cyberattacks than other companies not similarly situated.
If our security measures are circumvented, proprietary information may be misappropriated, our operations may be disrupted, and our computers or those of our customers or other third parties may be damaged. Compromises of our security may result in an interruption of operations, violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures.
Item 1B. Unresolved Staff Comments.
None.
Item 3. Legal Proceedings.
From time to time as incidental to our operations, we may become involved in various lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, we are a party to motor vehicle accidents, workers’ compensation claims and other items of general liability as would be typical for the industry. We are currently unaware of any claims against us 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 our financial position or results of operations.
See Note 17 in the Notes to Consolidated Financial Statements for further discussion.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded on the NYSE American under the ticker symbol “AE”. As of March 1, 2021, there were approximately 125 shareholders of record of our common shares, however, the actual number of beneficial holders of our common stock may be substantially greater than the stated number of holders of record because a substantial portion of our common stock is held in street name.
We have paid dividends to our common shareholders each year since 1994. Our Board of Directors expects to continue paying dividends in the near future, although the declaration, amount and timing of any dividends falls within the sole discretion of our Board, whose decision will depend on many factors, including our financial condition, earnings, capital requirements and other factors that our Board may deem relevant.
Unregistered Sales of Securities
None.
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Issuer Purchases of Equity Securities
None.
Performance Graph
The following graph compares the total shareholder return performance of our common stock with the performance of: (i) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (ii) the S&P 500 Integrated Oil and Gas Index (“S&P Integrated Oil & Gas”). The graph assumes that $100 was invested in our common stock and each comparison index beginning on December 31, 2015 and that all dividends were reinvested on a quarterly basis on the ex-dividend dates. The graph was prepared under the applicable rules of the SEC based on data supplied by Research Data Group. The stock performance shown on the graph is not necessarily indicative of future price performance.
The information under the caption “Performance Graph” above is not deemed to be “filed” as part of the Annual Report on Form 10-K, and is not subject to the liability provisions of Section 18 of the Exchange Act. Such information will not be deemed incorporated by reference into any filing we make under the Securities Act unless we explicitly incorporate it into such filing at such time.
| December 31, | |||||||||||||||||||||||||||||||||||
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||||||||||
| Adams Resources & Energy, Inc. | $ | 100.00 | $ | 105.71 | $ | 118.59 | $ | 107.74 | $ | 108.97 | $ | 71.60 | |||||||||||||||||||||||
| S&P 500 | 100.00 | 111.96 | 136.40 | 130.42 | 171.49 | 203.04 | |||||||||||||||||||||||||||||
| S&P Integrated Oil & Gas | 100.00 | 124.15 | 126.72 | 110.29 | 118.22 | 78.71 | |||||||||||||||||||||||||||||
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Item 6. Selected Financial Data.
The following table presents our selected historical consolidated financial data. This information has been derived from and should be read in conjunction with our audited financial statements included under Part II, Item 8 of this annual report, which presents our audited balance sheets as of December 31, 2020 and 2019 and related consolidated statements of operations, cash flows and shareholders’ equity for the three years ended December 31, 2020, 2019 and 2018, respectively. As presented in the table, amounts are in thousands (except per share data).
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
| Statements of operations data: | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Marketing | $ | 950,426 | $ | 1,748,056 | $ | 1,694,437 | $ | 1,267,275 | $ | 1,043,775 | |||||||||||||||||||
| Transportation | 71,724 | 63,191 | 55,776 | 53,358 | 52,355 | ||||||||||||||||||||||||
Pipeline and storage (1) | 272 | — | — | — | — | ||||||||||||||||||||||||
Oil and natural gas (2) | — | — | — | 1,427 | 3,410 | ||||||||||||||||||||||||
| Total revenues | 1,022,422 | 1,811,247 | 1,750,213 | 1,322,060 | 1,099,540 | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Marketing | 940,031 | 1,723,216 | 1,681,045 | 1,247,763 | 1,016,733 | ||||||||||||||||||||||||
| Transportation | 58,888 | 53,392 | 48,169 | 48,538 | 45,154 | ||||||||||||||||||||||||
Pipeline and storage (1) | 393 | — | — | — | — | ||||||||||||||||||||||||
Oil and natural gas (2) | — | — | — | 948 | 2,084 | ||||||||||||||||||||||||
Oil and natural gas property impairments | — | — | — | 3 | 313 | ||||||||||||||||||||||||
| General and administrative | 10,284 | 10,198 | 8,937 | 9,707 | 10,410 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 18,573 | 16,641 | 10,654 | 13,599 | 18,792 | ||||||||||||||||||||||||
| Operating earnings (losses) | (5,747) | 7,800 | 1,408 | 1,502 | 6,054 | ||||||||||||||||||||||||
Loss on deconsolidation of subsidiary (2) | — | — | — | (3,505) | — | ||||||||||||||||||||||||
| Impairment of investment in unconsolidated | |||||||||||||||||||||||||||||
affiliate (3) | — | — | — | (2,500) | — | ||||||||||||||||||||||||
Gain on dissolution of investment (4) | — | 573 | — | — | — | ||||||||||||||||||||||||
| Interest income (expense), net | 212 | 2,130 | 2,046 | 1,076 | 580 | ||||||||||||||||||||||||
| Earnings (losses) from continuing operations | (5,535) | 10,503 | 3,454 | (3,427) | 6,634 | ||||||||||||||||||||||||
| Income tax (provision) benefit | 6,530 | (2,296) | (509) | 2,945 | (2,691) | ||||||||||||||||||||||||
| Earnings (losses) before investment in | |||||||||||||||||||||||||||||
| unconsolidated affiliate | 995 | 8,207 | 2,945 | (482) | 3,943 | ||||||||||||||||||||||||
| Losses from investment in unconsolidated | |||||||||||||||||||||||||||||
affiliate, net of tax (5) | — | — | — | — | (1,430) | ||||||||||||||||||||||||
| Net (losses) earnings | $ | 995 | $ | 8,207 | $ | 2,945 | $ | (482) | $ | 2,513 | |||||||||||||||||||
| Earnings (losses) per share: | |||||||||||||||||||||||||||||
| From continuing operations | $ | 0.23 | $ | 1.94 | $ | 0.70 | $ | (0.11) | $ | 0.94 | |||||||||||||||||||
| From investment in unconsolidated | |||||||||||||||||||||||||||||
| affiliate | — | — | — | — | (0.34) | ||||||||||||||||||||||||
| Basic and diluted earnings (losses) | |||||||||||||||||||||||||||||
| per share | $ | 0.23 | $ | 1.94 | $ | 0.70 | $ | (0.11) | $ | 0.60 | |||||||||||||||||||
| Dividends per common share | $ | 0.96 | $ | 0.94 | $ | 0.88 | $ | 0.88 | $ | 0.88 | |||||||||||||||||||
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| December 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
Balance sheet data: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 39,293 | $ | 112,994 | $ | 117,066 | $ | 109,393 | $ | 87,342 | |||||||||||||||||||
| Total assets | 296,187 | 330,842 | 278,870 | 282,704 | 246,872 | ||||||||||||||||||||||||
| Long-term debt | — | — | — | — | — | ||||||||||||||||||||||||
| Finance lease obligations | 15,619 | 6,543 | 4,092 | 1,689 | — | ||||||||||||||||||||||||
| Shareholders’ equity | 149,092 | 151,641 | 146,598 | 147,119 | 151,312 | ||||||||||||||||||||||||
| Dividends on common shares | 4,081 | 3,976 | 3,711 | 3,711 | 3,711 | ||||||||||||||||||||||||
________________________
(1)On October 22, 2020, we completed the acquisition of VEX and related pipeline terminal facility assets. See Note 6 in the Notes to Consolidated Financial Statements for further information.
(2)During 2017, we deconsolidated our upstream crude oil and natural gas exploration and production subsidiary, Adams Resources Exploration Company (“AREC”) upon its bankruptcy filing. We recognized an impairment related to the bankruptcy, deconsolidation and sale of substantially all of the assets of AREC during 2017.
(3)During 2017, we recognized an impairment on our medical investment in VestaCare.
(4)During 2019, we recognized a gain related to the dissolution of our investment in AREC.
(5)During 2016, we recognized losses and an impairment on our medical investment in Bencap LLC (“Bencap”). Other than our remaining ownership interest in VestaCare, we have no other medical-related investments, and we currently do not have any plans to pursue additional medical-related investments.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under Part II, Item 8 of this annual report. Our financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S.
Overview of Business
Adams Resources & Energy, Inc. and its subsidiaries are primarily engaged in crude oil marketing, transportation, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the U.S. We also conduct tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with fifteen terminals across the U.S.
We operate and report in three business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; and (iii) beginning in the fourth quarter of 2020, pipeline transportation, terminalling and storage of crude oil, which includes the pipeline and related terminal facility assets we acquired in October 2020 (see Note 6 in the Notes to Consolidated Financial Statements for further information regarding this acquisition). See Note 9 in the Notes to Consolidated Financial Statements for further information regarding our business segments.
Results of Operations
Crude Oil Marketing
Our crude oil marketing segment revenues, operating earnings and selected costs were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | Change (1) | 2018 | Change (1) | |||||||||||||||||||||||||
| Revenues | $ | 950,426 | $ | 1,748,056 | (45.6 | %) | $ | 1,694,437 | 3.2 | % | |||||||||||||||||||
Operating earnings (2) | 2,974 | 16,099 | (81.5 | %) | 7,008 | 129.7 | % | ||||||||||||||||||||||
| Depreciation and amortization | 7,421 | 8,741 | (15.1 | %) | 6,384 | 36.9 | % | ||||||||||||||||||||||
| Driver compensation | 18,549 | 22,754 | (18.5 | %) | 14,567 | 56.2 | % | ||||||||||||||||||||||
| Insurance | 6,109 | 7,772 | (21.4 | %) | 6,248 | 24.4 | % | ||||||||||||||||||||||
| Fuel | 5,967 | 8,979 | (33.5 | %) | 7,435 | 20.8 | % | ||||||||||||||||||||||
____________________
(1)Represents the percentage increase (decrease) from the prior year.
(2)Operating earnings included net inventory valuation losses of $15.0 million, inventory liquidation gains of $3.7 million and inventory valuation losses of $5.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
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Volume and price information were as follows for the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Field level purchase volumes – per day (1) (2) | |||||||||||||||||
| Crude oil – barrels | 91,957 | 107,383 | 79,361 | ||||||||||||||
| Average purchase price | |||||||||||||||||
| Crude oil – per barrel | $ | 36.90 | $ | 56.28 | $ | 64.53 | |||||||||||
____________________
(1)Reflects the volume purchased from third parties at the field level of operations.
(2)Effective October 1, 2018, in connection with the Red River acquisition, we entered into a new revenue contract to purchase crude oil. Volumes increased from the year ended December 31, 2018 as compared to the years ended December 31, 2019 and 2020, as 2019 and 2020 reflect a full twelve months of volumes purchased under the new revenue contract versus three months under the new contract in 2018.
2020 compared to 2019. Crude oil marketing revenues decreased by $797.6 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of a decrease in the market price of crude oil, which decreased revenues by approximately $641.2 million, and lower crude oil volumes, which decreased revenues by approximately $156.4 million. The average crude oil price received was $56.28 for 2019, which decreased to $36.90 for 2020. Revenues from legacy volumes are based upon the market price in our other market areas, primarily in the Gulf Coast. The decrease in the market price of crude oil and the lower crude oil volumes produced and available for purchase were due to the effects of the COVID-19 outbreak on the economy and the delay of OPEC to agree on crude oil production levels during the second quarter of 2020, both of which resulted in market disruptions that decreased the demand for and price of crude oil.
Our crude oil marketing operating earnings for the year ended December 31, 2020 decreased by $13.1 million as compared to 2019, primarily as a result of inventory valuation losses of $15.0 million in 2020 as compared to inventory liquidation gains of $3.7 million in 2019 (as shown in the following table), decreases in crude oil volumes in 2020, and a decrease in the average market price of crude oil.
Driver compensation decreased by $4.2 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of a decrease in the number of drivers required for volumes transported in 2020 as compared to 2019.
Insurance costs decreased by $1.7 million during the year ended December 31, 2020 as compared to 2019, primarily due to decreases to reserves for insurance claims resulting from our favorable safety record over the policy period, lower hours worked by drivers and lower miles driven in 2020. Fuel costs decreased by $3.0 million during the year ended December 31, 2020 as compared to 2019 consistent with the lower driver count in the current year and lower miles driven in 2020.
Depreciation and amortization expense decreased by $1.3 million during the year ended December 31, 2020 as compared to 2019, primarily due to the timing of purchases and retirements of tractors and other field equipment during 2019 and 2020.
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2019 compared to 2018. Crude oil marketing revenues increased by $53.6 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of higher crude oil volumes, which increased revenues by approximately $456.1 million, partially offset by a decrease in the market price of crude oil, which decreased revenues by approximately $402.5 million. The average crude oil price received was $64.53 for 2018, which decreased to $56.28 for 2019. Volumes increased by approximately 28,000 barrels per day during the year ended December 31, 2019 as compared to 2018 primarily as a result of the acquisition of a trucking company that owned approximately 113 tractors and 126 trailers operating in the Red River area in North Texas and South Central Oklahoma (the “Red River acquisition”) on October 1, 2018. The purchase price for Red River volumes is based on a contractual price for volumes in North Texas and Oklahoma, which had been slightly lower than the purchase price for legacy volumes. Revenues from legacy volumes are based upon the market price in our other market areas, primarily in the Gulf Coast.
Our crude oil marketing operating earnings for the year ended December 31, 2019 increased by $9.1 million as compared to 2018, primarily as a result of inventory liquidation gains of $3.7 million in 2019 as compared to inventory valuation losses of $5.4 million in 2018 (as shown in the following table) and increases in crude oil volumes in 2019, partially offset by a decrease in the average market price of crude oil. During 2019, volumes increased as activity in certain marketing areas increased primarily as a result of increased wellhead purchases.
Driver compensation increased by $8.2 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of an increase in the number of drivers in 2019 as compared to 2018 due to the Red River acquisition on October 1, 2018. In connection with the Red River acquisition, we hired over one hundred additional drivers.
Insurance costs increased by $1.5 million during the year ended December 31, 2019 as compared to 2018, primarily due to a higher driver count and additional miles driven in 2019, as a result of the Red River acquisition in 2018. Fuel costs increased by $1.5 million during the year ended December 31, 2019 as compared to 2018 consistent with the higher driver count in 2019 and additional miles driven, primarily as a result of the additional drivers hired for the Red River assets.
Depreciation and amortization expense increased by $2.4 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of the acquisition of the Red River assets, consisting of approximately 113 tractors and 126 trailers on October 1, 2018, which resulted in an increase in depreciation expense. In addition, we purchased 43 new tractors and other field equipment during 2019, and retired 48 tractors.
Field Level Operating Earnings (Non-GAAP Financial Measure). Inventory valuations and forward commodity contract (derivatives or mark-to-market) valuations are two significant factors affecting comparative crude oil marketing segment operating earnings. As a purchaser and shipper of crude oil, we hold inventory in storage tanks and third-party pipelines. During periods of increasing crude oil prices, we recognize inventory liquidation gains while during periods of falling prices, we recognize inventory liquidation and valuation losses.
Crude oil marketing operating earnings can be affected by the valuations of our forward month commodity contracts (derivative instruments). These non-cash valuations are calculated and recorded at each period end based on the underlying data existing as of such date. We generally enter into these derivative contracts as part of a pricing strategy based on crude oil purchases at the wellhead (field level). The valuation of derivative instruments at period end requires the recognition of non-cash “mark-to-market” gains and losses.
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The impact of inventory liquidations and derivative valuations on our crude oil marketing segment operating earnings is summarized in the following reconciliation of our non-GAAP financial measure for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
As reported segment operating earnings (1) | $ | 2,974 | $ | 16,099 | $ | 7,008 | |||||||||||
| Add (subtract): | |||||||||||||||||
| Inventory liquidation gains | — | (3,749) | — | ||||||||||||||
| Inventory valuation losses | 14,967 | — | 5,363 | ||||||||||||||
| Derivative valuation (gains) losses | (9) | 24 | (2) | ||||||||||||||
Field level operating earnings (2) | $ | 17,932 | $ | 12,374 | $ | 12,369 | |||||||||||
____________________
(1)Segment operating earnings included net inventory valuation losses of $15.0 million, inventory liquidation gains of $3.7 million and inventory valuation losses of $5.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
(2)The use of field level operating earnings is unique to us, not a substitute for a GAAP measure and may not be comparable to any similar measures developed by industry participants. We utilize this data to evaluate the profitability of our operations.
Field level operating earnings and field level purchase volumes depict our day-to-day operation of acquiring crude oil at the wellhead, transporting the product and delivering the product to market sales points. Field level operating earnings increased during the year ended December 31, 2020 as compared to 2019, primarily due to lower operating expenses, partially offset by lower revenues resulting from lower volumes and a decrease in the market price of crude oil in 2020.
Field level operating earnings during the year ended December 31, 2019 were consistent with the year ended December 31, 2018, primarily due to higher revenues resulting from higher crude oil volumes in 2019, offset by a decrease in the market price of crude oil in 2019.
We held crude oil inventory at a weighted average composite price as follows at the dates indicated (in barrels and price per barrel):
| December 31, | |||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||||||||||||||
| Barrels | Price | Barrels | Price | Barrels | Price | ||||||||||||||||||||||||||||||
| Crude oil inventory | 421,759 | $ | 45.83 | 426,397 | $ | 61.93 | 415,523 | $ | 54.82 | ||||||||||||||||||||||||||
Historically, prices received for crude oil have been volatile and unpredictable with price volatility expected to continue. See “Item 1A. Risk Factors.”
29
Transportation
Our transportation segment revenues, operating earnings and selected costs were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | Change (1) | 2018 | Change (1) | |||||||||||||||||||||||||
| Revenues | $ | 71,724 | $ | 63,191 | 13.5 | % | $ | 55,776 | 13.3 | % | |||||||||||||||||||
| Operating earnings | $ | 1,873 | $ | 1,899 | (1.4 | %) | $ | 3,337 | (43.1 | %) | |||||||||||||||||||
| Depreciation and amortization | $ | 10,963 | $ | 7,900 | 38.8 | % | $ | 4,270 | 85.0 | % | |||||||||||||||||||
| Driver commissions | $ | 12,575 | $ | 10,774 | 16.7 | % | $ | 11,680 | (7.8 | %) | |||||||||||||||||||
| Insurance | $ | 6,462 | $ | 5,938 | 8.8 | % | $ | 4,716 | 25.9 | % | |||||||||||||||||||
| Fuel | $ | 5,065 | $ | 6,279 | (19.3 | %) | $ | 6,988 | (10.1 | %) | |||||||||||||||||||
| Maintenance expense | $ | 3,949 | $ | 3,849 | 2.6 | % | $ | 5,347 | (28.0 | %) | |||||||||||||||||||
Mileage (000s) (2) | 24,239 | 20,535 | 18.0 | % | 19,177 | 7.1 | % | ||||||||||||||||||||||
____________________
(1)Represents the percentage increase (decrease) from the prior year.
(2)The increase in mileage from 2019 to 2020 is primarily due to the CTL acquisition, which added services to new and existing customers, new product lines and six new market areas.
Our revenue rate structure includes a component for fuel costs in which fuel cost fluctuations are largely passed through to the customer over time. Revenues, net of fuel cost, were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Total transportation revenue | $ | 71,724 | $ | 63,191 | $ | 55,776 | |||||||||||
Diesel fuel cost | (5,065) | (6,279) | (6,988) | ||||||||||||||
Revenues, net of fuel cost (1) | $ | 66,659 | $ | 56,912 | $ | 48,788 | |||||||||||
____________________
(1)Revenues, net of fuel cost, is a non-GAAP financial measure and is utilized for internal analysis of the results of our transportation segment.
2020 compared to 2019. Transportation revenues increased by $8.5 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of the CTL acquisition in June 2020 and the EH Transport acquisition in May 2019 (see Note 6 in the Notes to Consolidated Financial Statements), partially offset by a decrease in customer activity as a result of the COVID-19 outbreak resulting in lower miles traveled in 2020. Revenues, net of fuel cost, increased by $9.7 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of the higher transportation revenues and miles traveled during 2020.
Our transportation operating earnings for the year ended December 31, 2020 were consistent with the year ended December 31, 2019, primarily due to higher depreciation and amortization expense related to the CTL acquisition, the EH Transport acquisition and new assets placed into service, and higher insurance and certain other operating expenses, offset by higher revenues and increased miles traveled during 2020.
30
Fuel costs decreased by $1.2 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of lower fuel prices and fewer miles traveled during the first six months of 2020, partially offset by an increase in the number of miles traveled as a result of the CTL acquisition in June 2020. Insurance costs increased $0.5 million during the year ended December 31, 2020 as compared to 2019, primarily due to the CTL acquisition which resulted in a higher driver count and increased miles driven in 2020. Maintenance expense increased by $0.1 million during the year ended December 31, 2020 as compared to 2019, as a result of the purchase of new tractors and the retirement of older tractors, as the age of our fleet has decreased.
Depreciation and amortization expense increased by $3.1 million during the year ended December 31, 2020 as compared to 2019, primarily as a result of the CTL acquisition in June 2020, the EH Transport acquisition in May 2019 and the purchase and lease of new tractors and trailers in 2019 and 2020.
2019 compared to 2018. Transportation revenues increased by $7.4 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of the EH Transport acquisition (see Note 6 in the Notes to Consolidated Financial Statements), increased miles traveled in 2019, and higher transportation rates in full effect in 2019 as a result of negotiations during 2018 with customers. Revenues, net of fuel cost, increased by $8.1 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of the higher transportation revenues and miles traveled during 2019.
Our transportation operating earnings for the year ended December 31, 2019 decreased by $1.4 million as compared to 2018, primarily due to higher depreciation and amortization expense related to the EH Transport acquisition and new assets placed into service and higher insurance expense as a result of more miles traveled during the current year, partially offset by higher revenues as noted above, and lower other operating expenses.
Fuel costs decreased by $0.7 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of a decrease in the price of diesel during 2019 as compared to 2018, partially offset by an increase in miles traveled.
Depreciation and amortization expense increased by $3.6 million during the year ended December 31, 2019 as compared to 2018, primarily as a result of the acquisition of the assets of EH Transport during the second quarter of 2019 and the purchase of new tractors in 2018 and 2019.
Maintenance expense decreased by $1.5 million during the year ended December 31, 2019 as compared to 2018, as a result of the purchase of new tractors and the retirement of older tractors, as the age of our fleet has decreased.
Equipment additions and retirements for the transportation fleet were as follows for the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
New tractors purchased (1) (2) | 12 units | 151 units | 60 units | ||||||||||||||
Tractors retired (1) | 49 units | 107 units | 67 units | ||||||||||||||
New trailers purchased (1) (2) | 10 units | 77 units | — | ||||||||||||||
Trailers retired | 30 units | 20 units | 12 units | ||||||||||||||
________________
(1)2020 amounts do not include 163 tractors and 328 trailers purchased in connection with the CTL asset acquisition in June 2020. Of the 163 tractors purchased as part of the CTL acquisition, 66 tractors have been retired and are not included in the number of units noted in the table.
(2)2020 amounts do not include 33 tractors and 40 trailers which were acquired under finance lease agreements.
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The sales of retired equipment in our transportation segment produced gains of approximately $0.2 million, $0.5 million and $0.8 million during the years ended December 31, 2020, 2019 and 2018, respectively.
Our customers are primarily in the domestic petrochemical industry. Customer demand is affected by low natural gas prices (a basic feedstock cost for the petrochemical industry) and high export demand for petrochemicals. During 2018, we began a strategy of streamlining operations and diversifying offerings in our transportation segment. We have continued to work with customers to increase our transportation rates as well as streamlining operations in low margin areas.
Pipelines and Storage
Our pipelines and storage segment revenues, operating losses and selected costs were as follows for the period indicated (in thousands):
| Year Ended | |||||
| December 31, | |||||
2020 (1) | |||||
| Revenues | $ | 272 | |||
| Operating losses | (310) | ||||
| Depreciation and amortization | 189 | ||||
| Insurance | 138 | ||||
____________________
(1)Represents the period from acquisition, October 22, 2020 through December 31, 2020.
In October 2020, we purchased the VEX Pipeline System. The VEX Pipeline System, with truck and storage terminals at both Cuero and the Port of Victoria, Texas, is a crude oil and condensate pipeline system, which connects the heart of the Eagle Ford Basin to the Gulf Coast waterborne market. The VEX Pipeline System includes 56 miles of 12-inch pipeline, which spans DeWitt County to Victoria County, Texas, with approximately 350,000 barrels of above ground storage, two 8 bay truck offload stations, and access to two docks at the Port of Victoria. The VEX Pipeline System can receive crude oil by pipeline and truck, and has downstream pipeline connections to two terminals today, with potential for additional downstream connection opportunities in the future and has a current capacity of 90,000 barrels per day.
We are focusing on opportunities to increase our pipeline and storage capacity utilization, by identifying opportunities with our existing and new customers to increase volumes. In addition, we are exploring new connections for the pipeline system both upstream and downstream of the pipeline, to increase the crude oil supply and take-away capability of the system.
General and Administrative Expense
General and administrative expenses increased by $0.1 million during the year ended December 31, 2020 as compared to 2019, primarily due to higher personnel costs, included approximately $0.3 million of additional personal expenses related to a voluntary early retirement program and terminations for certain employees, and higher rental expense and director fees in 2020, partially offset by lower insurance costs, audit fees and outside service fees.
General and administrative expenses increased by $1.3 million during the year ended December 31, 2019 as compared to 2018, primarily due to the receipt in 2018 of approximately $0.6 million in insurance proceeds related to Hurricane Harvey insurance claims, which reduced expenses in the prior year, and higher outside service fees, audit fees and personnel costs in 2019, partially offset by lower insurance costs and legal fees.
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Gain on Dissolution of Investment
During 2019, we received a cash payment from AREC totaling approximately $1.0 million, related to the final settlement of its bankruptcy and dissolution. Of the amount received, approximately $0.4 million was offset against a receivable that had been set up as of December 31, 2018 and $0.6 million was recorded as a gain in our consolidated statements of operations during the year ended December 31, 2019.
Income Taxes
Provision for (benefit from) income taxes is based upon federal and state tax rates, and variations in amounts are consistent with taxable income (loss) in the respective accounting periods.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating losses (“NOL”) incurred in tax years 2018, 2019 and 2020 to offset 100 percent of taxable income and be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes.
We are continuing to evaluate the full impact of the CARES Act. However, we have determined that the NOL carryback provision in the CARES Act would result in a cash benefit to us for the fiscal years 2018 and 2019. We carried back our NOL for fiscal year 2018 to 2013, and in June 2020, we received a cash refund of approximately $2.7 million. We have an income tax receivable at December 31, 2020 of approximately $3.7 million for the benefit of carrying back the NOL for the fiscal year 2019 to 2014. We are forecasting an NOL for fiscal year 2020 and expect to carry it back to 2015 and 2016. As a result, we have also included the 2020 provisional amounts in income tax receivable at December 31, 2020. As we are carrying the losses back to years beginning before January 1, 2018, the receivables were recorded at the previous 35 percent federal tax rate rather than the current statutory rate of 21 percent.
At December 31, 2020 and 2019, we had deferred tax liabilities of approximately $12.7 million and $6.3 million, respectively.
See Note 13 in the Notes to Consolidated Financial Statements for further information.
Liquidity and Capital Resources
Liquidity
Our liquidity is from our cash balance and net cash provided by operating activities and is therefore dependent on the success of future operations. If our cash inflow subsides or turns negative, we will evaluate our investment plan accordingly and remain flexible.
At December 31, 2020, 2019 and 2018, we had no bank debt or other forms of debenture obligations. We maintain cash balances in order to meet the timing of day-to-day cash needs. Cash and cash equivalents (excluding restricted cash) and working capital, the excess of current assets over current liabilities, were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Cash and cash equivalents | $ | 39,293 | $ | 112,994 | $ | 117,066 | |||||||||||
Working capital | 72,965 | 87,747 | 106,323 | ||||||||||||||
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Although our cash balance at December 31, 2020 decreased by 65.2 percent from December 31, 2019, as discussed further below, we believe current cash balances, together with expected cash generated from future operations, and the ease of financing tractor and trailer additions through leasing arrangements (should the need arise) will be sufficient to meet our short-term and long-term liquidity needs. During June and October 2020, we made cash payments, including acquisition costs, of approximately $9.2 million and $10.6 million, respectively, for the acquisitions of CTL transportation assets and the VEX Pipeline System (see Note 6 in the Notes to Consolidated Financial Statements for further information). We are also required to pay the remainder of the purchase price for the VEX Pipeline System in four quarterly installments of $2.5 million each during 2021, plus interest of 4 percent per annum. As a result of the uncertainty relating to the economic environment resulting from the COVID-19 pandemic, we have also significantly curtailed our capital spending.
On December 23, 2020, we entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with B. Riley Securities, Inc., as agent (the “Agent”). Pursuant to the ATM Agreement, we may offer to sell shares of our common stock through or to the Agent for cash from time to time. We filed a registration statement initially registering an aggregate of $20.0 million of shares of common stock for sale under the ATM Agreement. The total number of shares of common stock to be sold, if any, and the price the shares will be sold at will be determined by us periodically in connection with any such sales, though the total amount sold may not exceed the limitations stated in the registration statement. We did not sell any shares of common stock under the ATM Agreement in 2020.
We utilize cash from operations to make discretionary investments in our crude oil marketing, transportation and pipeline and storage businesses. With the exception of operating and finance lease commitments primarily associated with storage tank terminal arrangements, leased office space, tractors, trailers and other equipment, and payment of our remaining purchase price for the VEX Pipeline System, our future commitments and planned investments can be readily curtailed if operating cash flows decrease. See “Other Items” below for information regarding our operating and finance lease obligations.
The most significant item affecting future increases or decreases in liquidity is earnings from operations, and these earnings are dependent on the success of future operations. See “Part I, Item 1A. Risk Factors.”
Cash Flows from Operating, Investing and Financing Activities
Our consolidated cash flows from operating, investing and financing activities were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | (43,999) | $ | 46,899 | $ | 31,014 | |||||||||||
| Investing activities | (19,663) | (36,037) | (19,135) | ||||||||||||||
| Financing activities | (6,528) | (5,673) | (4,206) | ||||||||||||||
Operating activities. Net cash flows used in operating activities was $44.0 million for the year ended December 31, 2020 compared to net cash flows provided by operating activities of $46.9 million for the year ended December 31, 2019. The decrease in net cash flows from operating activities of $90.9 million was primarily due to lower earnings in 2020 and changes in our working capital accounts.
Net cash flows provided by operating activities for the year ended December 31, 2019 increased by $15.9 million when compared to 2018. This increase was primarily due to an increase in revenues and a decrease in general and administrative expenses, partially offset by increased operating expenses, and the timing of collections of accounts receivable and payments of accounts payable.
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At various times each month, we may make cash prepayments and/or early payments in advance of the normal due date to certain suppliers of crude oil within our crude oil marketing operations. Crude oil supply prepayments are recouped and advanced from month to month as the suppliers deliver product to us. In addition, in order to secure crude oil supply, we may also “early pay” our suppliers in advance of the normal payment due date of the twentieth of the month following the month of production. These “early payments” reduce cash and accounts payable as of the balance sheet date.
We also require certain customers to make similar early payments or to post cash collateral with us in order to support their purchases from us. Early payments and cash collateral received from customers increases cash and reduces accounts receivable as of the balance sheet date.
Early payments received from customers and prepayments to suppliers were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Early payments received | $ | 939 | $ | 54,108 | $ | 38,539 | |||||||||||
| Prepayments to suppliers | 1,085 | — | — | ||||||||||||||
We rely heavily on our ability to obtain open-line trade credit from our suppliers especially with respect to our crude oil marketing operations. During December 2019, we received several early payments from certain customers in our crude oil marketing operations, while during December 2020, we received significantly less in early payments from customers. Our cash balance decreased by approximately $73.7 million at December 31, 2020 relative to the year ended December 31, 2019 primarily as a result of the timing of the receipt of these early payments received during each year and the decrease in crude oil marketing activities in 2020.
Investing activities. Net cash flows used in investing activities for the year ended December 31, 2020 decreased by $16.4 million when compared to 2019. This decrease was primarily due to a decrease of $30.7 million in capital spending for property and equipment (see “Capital Projects” below), an increase of $0.8 million in cash proceeds from sales of assets and an increase of $0.4 million in insurance and state collateral refunds in 2020. These decreases in net cash flows used in investing activities were partially offset by an increase in cash paid for asset acquisitions ($10.0 million was paid in October 2020 for the purchase the VEX Pipeline System and $9.2 million was paid in June 2020 for the purchase of the CTL transportation assets, while $5.6 million was paid in May 2019 for the purchase of the EH Transport assets (see Note 6 in the Notes to Consolidated Financial Statements for further information)) and the receipt in 2019 of $1.0 million in cash proceeds related to the final settlement of AREC’s bankruptcy.
Net cash flows used in investing activities for the year ended December 31, 2019 increased by $16.9 million when compared to 2018. This increase was primarily due to an increase of $24.0 million in capital spending for property and equipment and a decrease of $0.2 million in insurance and state collateral refunds in 2019. These increases in net cash flows used in investing activities were partially offset by a decrease in cash paid for asset acquisitions ($5.6 million was paid in May 2019 for the purchase of the EH Transport assets in our transportation segment, while $10.3 million was paid in October 2018 for the purchase of the Red River assets in our crude oil marketing segment), an increase of $1.6 million in cash proceeds from the sales of assets and the receipt of $1.0 million in cash proceeds related to the final settlement of AREC’s bankruptcy in 2019.
Financing activities. Cash used in financing activities for the year ended December 31, 2020 increased by $0.9 million when compared to 2019. This increase was primarily due to an increase of $0.6 million in principal repayments made for finance lease obligations (see “Other Items” below for information regarding our finance lease obligations). During the years ended December 31, 2020 and 2019, we paid aggregate cash dividends of $0.96 per common share, or a total of $4.1 million, and $0.94 per common share, or a total of $4.0 million, respectively.
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Cash used in financing activities for the year ended December 31, 2019 increased by $1.5 million when compared to 2018. This increase was primarily due to an increase of $1.2 million in principal repayments made for finance lease obligations. During the years ended December 31, 2019 and 2018, we paid aggregate cash dividends of $0.94 per common share, or a total of $4.0 million, and $0.88 per common share, or a total of $3.7 million, respectively.
Capital Projects
We use cash from operations and existing cash balances to make discretionary investments in our businesses. Capital spending was as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Crude oil marketing (1) (2) | $ | 3,130 | $ | 7,249 | $ | 1,540 | |||||||||||
Transportation (3) | 1,355 | 28,472 | 10,178 | ||||||||||||||
Pipeline and storage (4) | — | — | — | ||||||||||||||
Other (5) | 523 | 22 | 13 | ||||||||||||||
| Capital spending | $ | 5,008 | $ | 35,743 | $ | 11,731 | |||||||||||
_______________
(1)Amounts for the years ended December 31, 2020, 2019 and 2018, do not include approximately $3.6 million, $4.1 million and $2.9 million, respectively, of tractors acquired under finance leases.
(2)Amount for the year ended December 31, 2018 does not include approximately $10.3 million of capital spending related to the Red River acquisition.
(3)Amounts for the years ended December 31, 2020 and 2019 do not include approximately $9.2 million and $6.4 million of capital spending related to the acquisitions of CTL and EH Transport, respectively. Amount for the year ended December 31, 2020 does not include approximately $7.3 million of tractors and trailers acquired under finance leases.
(4)Amount for the year ended December 31, 2020 does not include approximately $10.0 million of capital spending related to the acquisition of the VEX Pipeline System.
(5)Amounts relate to leasehold improvements at our corporate headquarters, which is not attributed to any of our reporting segments.
Crude oil marketing. During 2018, capital expenditures were primarily related to construction of a pipeline connection and a truck loading/unloading facility. Capital expenditures during 2019 were primarily related to the purchase of 43 tractors and other field equipment, and during 2020 were primarily related to the purchase of 16 tractors and other field equipment.
Transportation. Beginning in 2018, we implemented a plan to improve the age of our transportation fleet. During 2018, we purchased 60 new tractors, and during 2019, we purchased 152 new tractors and 77 new trailers. Capital expenditures during 2020 were primarily related to the purchase of other field equipment. As a result of the uncertainty relating to the economic environment resulting from the COVID-19 pandemic, we significantly reduced our capital spending in 2020 and, as a result, entered into finance lease agreements for the use of 33 tractors and 40 trailers during 2020. See “Other Items” below for information regarding our finance lease obligations.
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Other Items
Contractual Obligations
The following table summarizes our significant contractual obligations at December 31, 2020 (in thousands):
| Payments due by period | ||||||||||||||||||||||||||||||||
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||
Finance lease obligations (1) | $ | 16,585 | $ | 4,496 | $ | 6,326 | $ | 4,961 | $ | 802 | ||||||||||||||||||||||
Operating lease obligations (2) | 8,763 | 2,343 | 3,823 | 1,922 | 675 | |||||||||||||||||||||||||||
| Payments for VEX Pipeline | ||||||||||||||||||||||||||||||||
System acquisition (3) | 10,250 | 10,250 | — | — | — | |||||||||||||||||||||||||||
| Purchase obligations: | ||||||||||||||||||||||||||||||||
Crude oil marketing — crude oil (4) | 92,391 | 92,391 | — | — | — | |||||||||||||||||||||||||||
| Total contractual obligations | $ | 127,989 | $ | 109,480 | $ | 10,149 | $ | 6,883 | $ | 1,477 | ||||||||||||||||||||||
___________________
(1)Amounts represent our principal contractual commitments, including interest, outstanding under finance leases for certain tractors, trailers, tank storage and throughput arrangements and other equipment.
(2)Amounts represent rental obligations under non-cancelable operating leases and terminal arrangements with terms in excess of one year.
(3)Amount represents our contractual obligation, including interest, related to the four equal quarterly installments for the remaining purchase price for the acquisition of the VEX Pipeline System in October 2020.
(4)Amount represents commitments to purchase certain quantities of crude oil substantially in January 2021 in connection with our crude oil marketing activities. These commodity purchase obligations are the basis for commodity sales, which generate the cash flow necessary to meet these purchase obligations.
We maintain certain lease arrangements with independent truck owner-operators for use of their equipment and driver services on a month-to-month basis. In addition, we enter into office space and certain lease and terminal access contracts in order to provide tank storage and dock access for our crude oil marketing business. These storage and access contracts require certain minimum monthly payments for the term of the contracts.
Rental expense was as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Rental expense | $ | 16,585 | $ | 14,662 | $ | 11,078 | |||||||||||
Insurance
Our primary insurance needs are workers’ compensation, automobile and umbrella liability coverage for our trucking fleet and medical insurance for our employees. See Note 17 in the Notes to Consolidated Financial Statements for further information. Insurance costs were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Insurance costs | $ | 13,283 | $ | 14,149 | $ | 11,374 | |||||||||||
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably expected to have a material current or future effect on our financial position, results of operations or cash flows.
Related Party Transactions
For information regarding our related party transactions, see Note 10 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
Recent Accounting Developments
For information regarding recent accounting developments, see Note 2 in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
Outlook
Our focus in 2021 will be to expand our core businesses while delivering value to our shareholders. We will work to achieve positive results in markets with strong competition and margin pressures throughout all segments of our business.
Our major objectives for 2021 are as follows:
•Crude oil marketing – We plan to focus on increasing margins to maximize cash flow and capturing midstream opportunities in an increasingly volatile market. We will utilize a new fleet dispatch and maintenance software system to help drive more efficiency in our fleet operations and lower our operating costs, which we believe will help drive increased profitability. In addition, we will look for opportunities to increase our trucking fleet to add to our overall ability to gather and distribute crude oil.
•Transportation – We plan to continue to increase truck utilization, upgrade our fleet quality and enhance driver retention and recruitment. We also plan to capitalize on our recent acquisitions to improve quality of revenue through improved efficiencies, and we will continue to look for ways to expand our terminal footprint to put us in a position to better compete for new business.
•Pipeline and storage – We will focus on opportunities to increase our pipeline and storage capacity utilization, by identifying opportunities with our existing and new customers to increase volumes. In addition, we will explore new connections for the pipeline system both upstream and downstream of the pipeline, to increase the crude oil supply and take-away capability of the system.
•Strategic business development – We will deploy a disciplined investment approach to growth in our three segments and funding new growth opportunities that are adjacent and complimentary to existing operating activities.
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Critical Accounting Policies and Estimates
In our financial reporting processes, we employ methods, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our financial statements. These methods, estimates and assumptions also affect the reported amounts of revenues and expenses for each reporting period. Investors should be aware that actual results could differ from these estimates if the underlying assumptions prove to be incorrect. The following sections discuss the use of estimates within our critical accounting policies and estimates.
Valuation and Amortization Methods of Customer Relationship Intangible Assets
Customer relationship intangible assets represent the estimated economic value assigned to relationships between an acquisition target and its various customers to whom we did not have a previous relationship. These customer relationships provide us with access to those customers to whom we did not have a previous relationship and allows us to enter product markets in which we have not previously participated.
In order to estimate the fair value of the customer relationships, we use a discounted cash flow analysis that relies on Level 3 fair value inputs. Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date. The Level 3 inputs generally include such items as the rate of retention of the current customers of the acquisition target as of the valuation date, our historical customer retention rate and projected future revenues associated with the customers. The customers expected to remain with us after the transaction are included in the valuation of the customer relationships. For our existing customer relationship intangible assets, we are amortizing these assets over a period of seven years, using a modified straight-line approach.
At December 31, 2020 and 2019, the carrying values of our customer relationship intangible assets were $4.1 million and $1.6 million, respectively. See Note 6 and Note 8 in the Notes to Consolidated Financial Statements for further information.
Fair Value Accounting
We enter into certain forward commodity contracts that are required to be recorded at fair value, and these contracts are recorded as either an asset or liability measured at its fair value. Changes in fair value are recognized immediately in earnings unless the derivatives qualify for, and we elect, cash flow hedge accounting. We had no contracts designated for hedge accounting during the years ended December 31, 2020, 2019 and 2018.
We utilize a market approach to valuing our commodity contracts. On a contract by contract, forward month by forward month basis, we obtain observable market data for valuing our contracts that typically have durations of less than 18 months. At December 31, 2020, all of our market value measurements were based on inputs based on observable market data (Level 2 inputs). See discussion under “Fair Value Measurements” in Note 2 and Note 12 in the Notes to Consolidated Financial Statements.
Our fair value contracts give rise to market risk, which represents the potential loss that may result from a change in the market value of a particular commitment. We monitor and manage our exposure to market risk to ensure compliance with our risk management policies. These risk management policies are regularly assessed to ensure their appropriateness given our objectives, strategies and current market conditions.
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Liability and Contingency Accruals, including those related to Insurance Liabilities
We establish a liability under the automobile and workers’ compensation insurance policies for expected claims incurred but not reported on a monthly basis. We retain a third-party consulting actuary to establish loss development factors, based on historical claims experience as well as industry experience. We apply those factors to current claims information to derive an estimate of the ultimate claims liability. See Note 17 in the Notes to Consolidated Financial Statements for further information.
From time to time as incidental to our operations, we become involved in various accidents, lawsuits and/or disputes. As an operator of an extensive trucking fleet, we are a party to motor vehicle accidents, worker compensation claims or other items of general liability as are typical for the industry. In addition, we have extensive operations that must comply with a wide variety of tax laws, environmental laws and labor laws, among others. Should an incident occur, we evaluate the claim based on its nature, the facts and circumstances and the applicability of insurance coverage. When our assessment indicates that it is probable that a liability has occurred and the amount of the liability can be reasonably estimated, we make appropriate accruals or disclosure. We base our estimates on all known facts at the time and our assessment of the ultimate outcome, including consultation with external experts and counsel. We revise these estimates as additional information is obtained or resolution is achieved. At December 31, 2020, we do not believe any of our outstanding legal matters would have a material adverse effect on our financial position, results of operations or cash flows.
Revenue Recognition
On January 1, 2018, we adopted Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”) and all related Accounting Standards Updates by applying the modified retrospective approach to all contracts that were not completed on January 1, 2018. The new revenue standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations.
Our revenues are primarily generated from the marketing, transportation, storage and terminalling of crude oil and other related products and the tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. To identify the performance obligations, we considered all of the products or services promised in the contracts with customers, whether explicitly stated or implied based on customary business practices. Revenue is recognized when, or as, each performance obligation is satisfied under terms of the contract. Payment is typically due in full within 30 days of the invoice date.
Crude oil marketing segment. Crude oil marketing activities generate revenues from the sale and delivery of crude oil purchased either directly from producers or on the open market. Most of our crude oil purchase and sale contracts qualify and are designated as non-trading activities, and we consider these contracts as normal purchases and sales activity. For normal purchases and sales, our customers are invoiced monthly based upon contractually agreed upon terms with revenue recognized in the month in which the physical product is delivered to the customer, generally upon delivery of the product to the customer. Revenue is recognized based on the transaction price and the quantity delivered.
The majority of our crude oil sales contracts have multiple distinct performance obligations as the promise to transfer the individual goods (e.g., barrels of crude oil) is separately identifiable from the other goods promised within the contracts. Our performance obligations are satisfied at a point in time. For normal sales arrangements, revenue is recognized in the month in which control of the physical product is transferred to the customer, generally upon delivery of the product to the customer.
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Transportation segment. Transportation activities generate revenue from the truck transportation of liquid chemicals, pressurized gases, asphalt or dry bulk for customers. Each sales order is associated with our master transportation agreements and is considered a distinct performance obligation. The performance obligations associated with this segment are satisfied over time as the goods and services are delivered.
Pipeline and storage segment. Pipeline and storage activities generate revenue by transporting crude oil on our pipeline and providing storage and terminalling services for our customers. Our operations generally consist of fee-based activities associated with the transportation of crude oil and providing storage and terminalling services for crude oil. Revenues from pipeline tariffs and fees are associated with the transportation of crude oil at a published tariff. We primarily recognize pipeline tariff and fee revenues over time as services are rendered, based on the volumes transported. As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor. We recognize the allowance volumes collected as part of the transaction price and record this non-cash consideration at fair value, measured as of the contract inception date.
Storage fees are typically recognized in revenue ratably over the term of the contract regardless of the actual storage capacity utilized as our performance obligation is to make available storage capacity for a period of time. Terminalling fees are recognized as the crude oil enters or exits the terminal and are received from or delivered to the connecting carrier or third-party terminal, as applicable.
See Note 3 in the Notes to Consolidated Financial Statements for further information.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
In the normal course of business, we are exposed to certain risks, including changes in interest rates and commodity prices.
Commodity Price Risk
Our major market risk exposure is in the pricing applicable to our crude oil marketing segment. Realized pricing is primarily driven by the prevailing spot prices applicable to crude oil. Commodity price risk in our crude oil 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, we enter into forward contracts to minimize or hedge the impact of market fluctuations on our purchases of crude oil. In each instance, we lock 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 eighteen-month term with no contracts extending longer than two years in duration.
Certain forward contracts are recorded at fair value, depending on our assessments of numerous accounting standards and positions that comply with GAAP in the U.S. The fair value of these contracts is reflected in the balance sheet as fair value assets and liabilities and any revaluation is recognized on a net basis in our results of operations (see Note 2 and Note 12 in the Notes to Consolidated Financial Statements for further information).
Historically, prices received for crude oil sales have been volatile and unpredictable with price volatility expected to continue. From January 1, 2019 through December 31, 2020, our crude oil monthly average wholesale purchase costs ranged from a monthly average low of $14.37 per barrel to a monthly average high of $74.74 per barrel during the same period. A hypothetical ten percent additional adverse change in average crude oil prices, assuming no changes in volume levels, would have reduced earnings by approximately $1.9 million and $2.6 million for the years ended December 31, 2020 and 2019, respectively.
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Item 8. Financial Statements and Supplementary Data.
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page No. | |||||
| Report of Independent Registered Public Accounting Firm | |||||
Consolidated Balance Sheets as of December 31, 2020 and 2019 | |||||
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 | |||||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 | |||||
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 | |||||
| Notes to Consolidated Financial Statements | |||||
Note 1 – Organization and Basis of Presentation | |||||
Note 2 – Summary of Significant Accounting Policies | |||||
Note 3 – Revenue Recognition | |||||
Note 4 – Prepayments and Other Current Assets | |||||
Note 5 – Property and Equipment | |||||
Note 6 – Acquisitions | |||||
Note 7 – Other Assets | |||||
Note 8 – Intangible Assets | |||||
Note 9 – Segment Reporting | |||||
Note 10 – Transactions with Affiliates | |||||
Note 11 – Other Current Liabilities | |||||
Note 12 – Derivative Instruments and Fair Value Measurements | |||||
Note 13 – Income Taxes | |||||
Note 14 – Stock-Based Compensation Plan | |||||
Note 15 – Supplemental Cash Flow Information | |||||
Note 16 – Leases | |||||
Note 17 – Commitments and Contingencies | |||||
Note 18 – Concentration of Credit Risk | |||||
Note 19 – Quarterly Financial Information (Unaudited) | |||||
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Adams Resources & Energy, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Adams Resources & Energy, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 5, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 16 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Initial measurement of the fair value of the customer relationship intangible asset acquired in the CTL Transportation, LLC acquisition
As discussed in Note 6 of the consolidated financial statements, on June 26, 2020, the Company completed the purchase of assets from CTL Transportation, LLC (CTL) in an asset acquisition. As a result of the transaction, the Company acquired a customer relationship intangible asset associated with the generation of future income from CTL’s existing customers and product lines. The allocation of the purchase price based on the estimated acquisition-date fair value of the customer relationship intangible asset was $3.2 million.
We identified the evaluation of the initial measurement of the fair value of the customer relationship intangible asset acquired in the CTL transaction as a critical audit matter. A high degree of subjectivity was required to assess the internally-developed assumptions used to determine the fair value of the intangible asset, specifically the forecasted revenue attributable to customer contracts and estimated annual attrition rate of existing customers. Subjective auditor judgment was required as there was limited observable market information and the estimated fair value of the customer relationship intangible asset was sensitive to possible changes to these assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including certain controls over the development of the key assumptions noted above. We compared the Company’s estimate of forecasted revenue attributable to customer contracts used in the valuation to the historical results of the Company, CTL and market participants. We evaluated the Company’s estimated annual attrition rate of existing customers by comparing to the historical customer retention rate of the Company. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) assessing the reasonableness of the Company’s revenue growth projections by comparing to those of a market participant and (2) calculating an annual attrition rate of existing customers using CTL’s historical data and comparing that result to the attrition rate used by the Company.
Measurement of accrued liabilities for automobile and workers’ compensation claims
As discussed in Note 17 to the consolidated financial statements, the Company establishes accrued liabilities for automobile and workers’ compensation claims reported plus an estimate for loss development and potential claims that have been incurred but not reported to the Company or its insurance provider. The estimates are based on insurance adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry. The Company retains a third-party actuary to review its accrued liabilities for such claims. As of December 31, 2020, the accrued liabilities for automobile and workers’ compensation were $3.2 million.
We identified the assessment of the accrued liabilities for automobile and workers’ compensation claims that have been incurred but not reported as a critical audit matter. Specialized skills and knowledge were required to evaluate the Company’s actuarial models and underlying assumptions made by the Company to estimate these accrued liabilities for incurred but not reported claims. Specifically, the accrued liabilities were sensitive to possible changes to the following key underlying assumptions:
— incurred and paid loss development factors used in the determination of the ultimate loss
— initial expected loss rates
— the selection of estimated loss among estimates derived using different methods.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to estimate accrued liabilities for automobile and workers compensation claims that have been incurred but not reported, including controls related to the development of the key assumptions listed above. In addition, we involved actuarial professionals with specialized skills and knowledge, who assisted in:
44
— assessing the actuarial models and procedures used by the Company by comparing them to generally accepted actuarial methods and procedures to estimate the ultimate losses
— evaluating the Company’s key assumptions and judgments underlying the Company’s estimate by developing an independent range of the incurred but not reported claims and comparing it against the Company’s recorded amount.
/s/ KPMG LLP
We have served as the Company’s auditor since 2017.
Houston, Texas
March 5, 2021
45
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
ASSETS | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 39,293 | $ | 112,994 | ||||||||||
Restricted cash | 12,772 | 9,261 | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $114 and $141, respectively | 99,799 | 94,534 | ||||||||||||
Inventory | 19,336 | 26,407 | ||||||||||||
Derivative assets | 61 | — | ||||||||||||
Income tax receivable | 13,288 | 2,569 | ||||||||||||
Prepayments and other current assets | 2,964 | 1,559 | ||||||||||||
Total current assets | 187,513 | 247,324 | ||||||||||||
Property and equipment, net | 94,134 | 69,046 | ||||||||||||
Operating lease right-of-use assets, net | 8,051 | 9,576 | ||||||||||||
Intangible assets, net | 4,106 | 1,597 | ||||||||||||
Other assets | 2,383 | 3,299 | ||||||||||||
Total assets | $ | 296,187 | $ | 330,842 | ||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 85,991 | $ | 147,851 | ||||||||||
Accounts payable – related party | — | 5 | ||||||||||||
Derivative liabilities | 52 | — | ||||||||||||
Current portion of finance lease obligations | 4,112 | 2,167 | ||||||||||||
| Current portion of operating lease liabilities | 2,050 | 2,252 | ||||||||||||
Other current liabilities | 22,343 | 7,302 | ||||||||||||
Total current liabilities | 114,548 | 159,577 | ||||||||||||
Other long-term liabilities: | ||||||||||||||
Asset retirement obligations | 2,308 | 1,573 | ||||||||||||
Finance lease obligations | 11,507 | 4,376 | ||||||||||||
Operating lease liabilities | 6,000 | 7,323 | ||||||||||||
Deferred taxes and other liabilities | 12,732 | 6,352 | ||||||||||||
Total liabilities | 147,095 | 179,201 | ||||||||||||
Commitments and contingencies (Note 17) | ||||||||||||||
Shareholders’ equity: | ||||||||||||||
Preferred stock – $1.00 par value, 960,000 shares authorized, none outstanding | — | — | ||||||||||||
Common stock – $0.10 par value, 7,500,000 shares authorized, 4,243,716 and 4,235,533 shares outstanding, respectively | 423 | 423 | ||||||||||||
Contributed capital | 13,340 | 12,778 | ||||||||||||
Retained earnings | 135,329 | 138,440 | ||||||||||||
Total shareholders’ equity | 149,092 | 151,641 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 296,187 | $ | 330,842 | ||||||||||
See Notes to Consolidated Financial Statements.
46
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Year Ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
Revenues: | ||||||||||||||||||||
Marketing | $ | 950,426 | $ | 1,748,056 | $ | 1,694,437 | ||||||||||||||
Transportation | 71,724 | 63,191 | 55,776 | |||||||||||||||||
| Pipeline and storage | 272 | — | — | |||||||||||||||||
Total revenues | 1,022,422 | 1,811,247 | 1,750,213 | |||||||||||||||||
Costs and expenses: | ||||||||||||||||||||
Marketing | 940,031 | 1,723,216 | 1,681,045 | |||||||||||||||||
Transportation | 58,888 | 53,392 | 48,169 | |||||||||||||||||
| Pipeline and storage | 393 | — | — | |||||||||||||||||
General and administrative | 10,284 | 10,198 | 8,937 | |||||||||||||||||
Depreciation and amortization | 18,573 | 16,641 | 10,654 | |||||||||||||||||
Total costs and expenses | 1,028,169 | 1,803,447 | 1,748,805 | |||||||||||||||||
Operating (losses) earnings | (5,747) | 7,800 | 1,408 | |||||||||||||||||
Other income (expense): | ||||||||||||||||||||
Gain on dissolution of investment | — | 573 | — | |||||||||||||||||
Interest income | 656 | 2,766 | 2,155 | |||||||||||||||||
Interest expense | (444) | (636) | (109) | |||||||||||||||||
Total other income (expense), net | 212 | 2,703 | 2,046 | |||||||||||||||||
(Losses) earnings before income taxes | (5,535) | 10,503 | 3,454 | |||||||||||||||||
Income tax (provision) benefit: | ||||||||||||||||||||
Current | 12,919 | (211) | 427 | |||||||||||||||||
Deferred | (6,389) | (2,085) | (936) | |||||||||||||||||
Income tax benefit (provision) | 6,530 | (2,296) | (509) | |||||||||||||||||
Net earnings | $ | 995 | $ | 8,207 | $ | 2,945 | ||||||||||||||
| Earnings per share: | ||||||||||||||||||||
Basic net earnings per common share | $ | 0.23 | $ | 1.94 | $ | 0.70 | ||||||||||||||
Diluted net earnings per common share | $ | 0.23 | $ | 1.94 | $ | 0.70 | ||||||||||||||
Dividends per common share | $ | 0.96 | $ | 0.94 | $ | 0.88 | ||||||||||||||
See Notes to Consolidated Financial Statements.
47
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
Operating activities: | ||||||||||||||||||||
Net earnings | $ | 995 | $ | 8,207 | $ | 2,945 | ||||||||||||||
Adjustments to reconcile net earnings to net cash | ||||||||||||||||||||
(used in) provided by operating activities: | ||||||||||||||||||||
Depreciation and amortization | 18,573 | 16,641 | 10,654 | |||||||||||||||||
Gains on sales of property | (1,859) | (1,400) | (1,240) | |||||||||||||||||
Provision for doubtful accounts | (27) | (12) | (150) | |||||||||||||||||
Stock-based compensation expense | 643 | 478 | 255 | |||||||||||||||||
Deferred income taxes | 6,389 | 2,085 | 936 | |||||||||||||||||
Net change in fair value contracts | (9) | 23 | (2) | |||||||||||||||||
Gain on dissolution of AREC | — | (573) | — | |||||||||||||||||
Changes in assets and liabilities: | ||||||||||||||||||||
Accounts receivable | (5,162) | (8,373) | 36,350 | |||||||||||||||||
Accounts receivable/payable, affiliates | (5) | (24) | 24 | |||||||||||||||||
Inventories | 4,751 | (3,628) | (10,587) | |||||||||||||||||
Income tax receivable | (10,719) | (165) | (1,087) | |||||||||||||||||
Prepayments and other current assets | (1,401) | (2) | (293) | |||||||||||||||||
Accounts payable | (61,116) | 31,795 | (10,252) | |||||||||||||||||
Accrued liabilities | 5,052 | 1,154 | 1,744 | |||||||||||||||||
Other | (104) | 693 | 1,717 | |||||||||||||||||
Net cash (used in) provided by operating activities | (43,999) | 46,899 | 31,014 | |||||||||||||||||
Investing activities: | ||||||||||||||||||||
Property and equipment additions | (5,008) | (35,743) | (11,731) | |||||||||||||||||
Acquisitions | (20,200) | (5,624) | (10,272) | |||||||||||||||||
Proceeds from property sales | 4,515 | 3,680 | 2,038 | |||||||||||||||||
| Proceeds from dissolution of AREC | — | 998 | — | |||||||||||||||||
Insurance and state collateral (deposits) refunds | 1,030 | 652 | 830 | |||||||||||||||||
Net cash used in investing activities | (19,663) | (36,037) | (19,135) | |||||||||||||||||
Financing activities: | ||||||||||||||||||||
Principal repayments of finance lease obligations | (2,336) | (1,697) | (495) | |||||||||||||||||
| Payment of contingent consideration liability | (111) | — | — | |||||||||||||||||
Dividends paid on common stock | (4,081) | (3,976) | (3,711) | |||||||||||||||||
Net cash used in financing activities | (6,528) | (5,673) | (4,206) | |||||||||||||||||
(Decrease) Increase in cash and cash equivalents, including restricted cash | (70,190) | 5,189 | 7,673 | |||||||||||||||||
Cash and cash equivalents, including restricted cash, at beginning of period | 122,255 | 117,066 | 109,393 | |||||||||||||||||
Cash and cash equivalents, including restricted cash, at end of period | $ | 52,065 | $ | 122,255 | $ | 117,066 | ||||||||||||||
See Notes to Consolidated Financial Statements.
48
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)
| Total | ||||||||||||||||||||||||||
| Common | Contributed | Retained | Shareholders’ | |||||||||||||||||||||||
| Stock | Capital | Earnings | Equity | |||||||||||||||||||||||
| Balance, January 1, 2018 | $ | 422 | $ | 11,693 | $ | 135,004 | $ | 147,119 | ||||||||||||||||||
| Net earnings | — | — | 2,945 | 2,945 | ||||||||||||||||||||||
| Stock-based compensation expense | — | 255 | — | 255 | ||||||||||||||||||||||
| Dividends declared: | ||||||||||||||||||||||||||
Common stock, $0.88 per share | — | — | (3,711) | (3,711) | ||||||||||||||||||||||
Awards under LTIP, $0.44 per share | — | — | (10) | (10) | ||||||||||||||||||||||
| Balance, December 31, 2018 | 422 | 11,948 | 134,228 | 146,598 | ||||||||||||||||||||||
| Net earnings | — | — | 8,207 | 8,207 | ||||||||||||||||||||||
| Stock-based compensation expense | — | 478 | — | 478 | ||||||||||||||||||||||
| Issuance of common shares for acquisition | 1 | 391 | — | 392 | ||||||||||||||||||||||
| Cancellation of shares withheld to cover taxes upon vesting of restricted awards | — | (39) | — | (39) | ||||||||||||||||||||||
| Dividends declared: | ||||||||||||||||||||||||||
Common stock, $0.94 per share | — | — | (3,976) | (3,976) | ||||||||||||||||||||||
Awards under LTIP, $0.94 per share | — | — | (19) | (19) | ||||||||||||||||||||||
| Balance, December 31, 2019 | 423 | 12,778 | 138,440 | 151,641 | ||||||||||||||||||||||
| Net earnings | — | — | 995 | 995 | ||||||||||||||||||||||
| Stock-based compensation expense | — | 643 | — | 643 | ||||||||||||||||||||||
| Cancellation of shares withheld to cover taxes upon vesting of restricted awards | — | (81) | — | (81) | ||||||||||||||||||||||
| Dividends declared: | — | |||||||||||||||||||||||||
Common stock, $0.96 per share | — | — | (4,070) | (4,070) | ||||||||||||||||||||||
Awards under LTIP, $0.96 per share | — | — | (36) | (36) | ||||||||||||||||||||||
| Balance, December 31, 2020 | $ | 423 | $ | 13,340 | $ | 135,329 | $ | 149,092 | ||||||||||||||||||
See Notes to Consolidated Financial Statements.
49
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Basis of Presentation
Organization
Adams Resources & Energy, Inc. is a publicly traded Delaware corporation organized in 1973, the common shares of which are listed on the NYSE American LLC under the ticker symbol “AE”. Through our subsidiaries, we are primarily engaged in crude oil marketing, transportation, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). We also conduct tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with fifteen terminals across the U.S. Unless the context requires otherwise, references to “we,” “us,” “our” or the “Company” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries.
We operate and report in three business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; and (iii) beginning in the fourth quarter of 2020, pipeline transportation, terminalling and storage of crude oil, which includes the pipeline and related terminal facility assets we acquired in October 2020 (see Note 6 for further information regarding our acquisition). See Note 9 for further information regarding our business segments.
The consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”). All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of our financial statements in conformity with GAAP requires management to use estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and on various other assumptions and information we believe to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. While we believe the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.
Note 2. Summary of Significant Accounting Policies
We adhere to the following significant accounting policies in the preparation of our consolidated financial statements.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable associated with crude oil marketing activities comprise approximately 90 percent of our total receivables, and industry practice requires payment for these sales to occur within 20 days of the end of the month following a transaction. Our customer makeup, credit policies and the relatively short duration of receivables mitigate the uncertainty typically associated with receivables management. We manage our crude oil marketing receivables by participating in a monthly settlement process with each of our counterparties. Ongoing account balances are monitored monthly, and we reconcile outstanding balances with counterparties. We also place great emphasis on collecting cash balances due.
50
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We maintain and monitor our allowance for doubtful accounts. Our allowance for doubtful accounts is determined based on specific identification combined with a review of the general status of the aging of all accounts. We consider the following factors in our review of our allowance for doubtful accounts: (i) historical experience with customers, (ii) the perceived financial stability of customers based on our research, (iii) the levels of credit we grant to customers, and (iv) the duration of the receivable. We may increase the allowance for doubtful accounts in response to the specific identification of customers involved in bankruptcy proceedings and similar financial difficulties. On a routine basis, we review estimates associated with the allowance for doubtful accounts to ensure that we have recorded sufficient reserves to cover potential losses. Customer payments are regularly monitored. However, a degree of risk remains due to the custom and practices of the industry. See Note 18 for further information regarding credit risk.
The following table presents our allowance for doubtful accounts activity for the periods indicated (in thousands):
| December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Balance at beginning of period | $ | 141 | $ | 153 | $ | 303 | |||||||||||
Charges to costs and expenses | — | 26 | 43 | ||||||||||||||
Deductions | (27) | (38) | (193) | ||||||||||||||
Balance at end of period | $ | 114 | $ | 141 | $ | 153 | |||||||||||
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents represent unrestricted cash on hand and highly liquid investments with original maturities of less than three months from the date of purchase. Cash and cash equivalents are maintained with major financial institutions, and deposit amounts may exceed the amount of federally backed insurance provided. While we regularly monitor the financial stability of these institutions, cash and cash equivalents ultimately remain at risk subject to the financial viability of these institutions.
At December 31, 2020 and 2019, $5.1 million and $9.3 million, respectively, of the restricted cash balance represents amounts held in a segregated bank account by Wells Fargo as collateral for outstanding letters of credit. At December 31, 2020, $1.5 million of the restricted cash balance relates to the initial capitalization of our newly formed captive insurance company and $6.1 million represents the amount paid to our captive insurance company for insurance premiums.
The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported in the consolidated balance sheets that totals to the amounts shown in the consolidated statements of cash flows at the dates indicated (in thousands):
| December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Cash and cash equivalents | $ | 39,293 | $ | 112,994 | ||||||||||
| Restricted cash | 12,772 | 9,261 | ||||||||||||
| Total cash, cash equivalents and restricted cash shown in the | ||||||||||||||
| consolidated statements of cash flows | $ | 52,065 | $ | 122,255 | ||||||||||
51
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Shares Outstanding
The following table reconciles our outstanding common stock for the periods indicated:
| Common | ||||||||
| shares | ||||||||
| Balance, December 31, 2017 and 2018 | 4,217,596 | |||||||
Issuance of shares in acquisition (see Note 6) | 11,145 | |||||||
Vesting of restricted stock unit awards (see Note 14) | 7,604 | |||||||
| Shares withheld to cover taxes upon vesting of restricted stock unit awards | (883) | |||||||
| Other | 71 | |||||||
| Balance, December 31, 2019 | 4,235,533 | |||||||
Vesting of restricted stock unit awards (see Note 14) | 10,290 | |||||||
| Shares withheld to cover taxes upon vesting of restricted stock unit awards | (2,107) | |||||||
Balance, December 31, 2020 | 4,243,716 | |||||||
Derivative Instruments
In the normal course of our operations, our crude oil marketing segment purchases and sells crude oil. We seek to profit by procuring the commodity as it is produced and then delivering the product to the end users or the intermediate use marketplace. As typical for the industry, these transactions are made pursuant to the terms of forward month commodity purchase and/or sale contracts. Some of these contracts meet the definition of a derivative instrument, and therefore, we account for these contracts at fair value, unless the normal purchase and sale exception is applicable. These types of underlying contracts are standard for the industry and are the governing document for our crude oil marketing segment. None of our derivative instruments have been designated as hedging instruments.
Earnings Per Share
Basic earnings per share is computed by dividing our net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by giving effect to all potential shares of common stock outstanding, including our stock related to unvested restricted stock unit awards. Unvested restricted stock unit awards granted under the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (“2018 LTIP”) are not considered to be participating securities as the holders of these shares do not have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares (see Note 14 for further discussion).
52
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the calculation of basic and diluted earnings per share was as follows for the periods indicated (in thousands, except per share data):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Earnings per share – numerator: | |||||||||||||||||
| Net earnings | $ | 995 | $ | 8,207 | $ | 2,945 | |||||||||||
| Denominator: | |||||||||||||||||
| Basic weighted average number of shares outstanding | 4,240 | 4,228 | 4,218 | ||||||||||||||
| Basic earnings per share | $ | 0.23 | $ | 1.94 | $ | 0.70 | |||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Diluted weighted average number of shares outstanding: | |||||||||||||||||
| Common shares | 4,240 | 4,228 | 4,218 | ||||||||||||||
Restricted stock unit awards (1) | 11 | 5 | — | ||||||||||||||
Performance share unit awards (2) | 3 | — | — | ||||||||||||||
| Total | 4,254 | 4,233 | 4,218 | ||||||||||||||
| Diluted earnings per share | $ | 0.23 | $ | 1.94 | $ | 0.70 | |||||||||||
_______________
(1)The dilutive effect of restricted stock unit awards for the year ended December 31, 2018 is de minimis.
(2)The dilutive effect of performance share awards are included in the calculation of diluted earnings per share when the performance share award performance conditions have been achieved. The performance conditions for the performance share unit awards granted in 2018, 2019 and 2020 were achieved as of December 31, 2018, 2019 and 2020, respectively. For the years ended December 31, 2019 and 2018, the effects of the performance share awards on earning per share were anti-dilutive.
Employee Benefits
We maintain a 401(k) savings plan for the benefit of our employees. We do not maintain any other pension or retirement plans. Our 401(k) plan contributory expenses were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Contributory expenses | $ | 1,100 | $ | 1,117 | $ | 808 | |||||||||||
Fair Value Measurements
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities are recorded at fair value based on market quotations from actively traded liquid markets.
Our fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk, in the principal market of the asset or liability at a specified measurement date. Recognized valuation techniques employ inputs such as contractual prices, quoted market prices or rates, operating costs, discount factors and business growth rates. These inputs may be either readily observable, corroborated by market data or generally unobservable. In developing our estimates of fair value, we endeavor to utilize the best information available and apply market-based data to the highest extent possible. Accordingly, we utilize valuation techniques (such as the market approach) that maximize the use of observable inputs and minimize the use of unobservable inputs.
53
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A three-tier hierarchy has been established that classifies fair value amounts recognized in the financial statements based on the observability of inputs used to estimate such fair values. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, we categorize our financial assets and liabilities using this hierarchy.
The characteristics of the fair value amounts classified within each level of the hierarchy are described as follows:
•Level 1 fair values are based on quoted prices, which are available in active markets for identical assets or liabilities as of the measurement date. Active markets are defined as those in which transactions for identical assets or liabilities occur with sufficient frequency so as to provide pricing information on an ongoing basis. For Level 1 valuation of marketable securities, we utilize market quotations provided by our primary financial institution. For the valuations of derivative financial instruments, we utilize the New York Mercantile Exchange (“NYMEX”) for certain commodity valuations.
•Level 2 fair values are based on (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical assets or liabilities but in markets that are not actively traded or in which little information is released to the public, (c) observable inputs other than quoted prices, and (d) inputs derived from observable market data. Source data for Level 2 inputs include information provided by the NYMEX, published price data and indices, third party price survey data and broker provided forward price statistics.
•Level 3 fair values are based on unobservable market data inputs for assets or liabilities.
See Note 6 for a discussion of the Level 3 inputs used in the determination of the fair value of the intangible assets acquired in asset acquisitions.
Fair value contracts consist of derivative financial instruments and are recorded as either an asset or liability measured at its fair value. Changes in fair value are recognized immediately in earnings unless the derivatives qualify for, and we elect, cash flow hedge accounting. We had no contracts designated for hedge accounting during any of the current reporting periods (see Note 12 for further information).
Fair value estimates are based on assumptions that market participants would use when pricing an asset or liability, and we use a fair value hierarchy of three levels that prioritizes the information used to develop those assumptions. Currently, for all items presented herein, we utilize a market approach to valuing our contracts. On a contract by contract, forward month by forward month basis, we obtain observable market data for valuing our contracts. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data.
Impairment Testing for Long-Lived Assets
Long-lived assets (primarily property and equipment and intangible assets) are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Long-lived assets with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated fair values. The carrying value of a long-lived asset is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the asset’s carrying value exceeds the sum of its undiscounted cash flows, a non-cash asset impairment charge equal to the excess of the asset’s carrying value over its estimated fair value is recorded. Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. We measure fair value using market price indicators or, in the absence of such data, appropriate valuation techniques.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
Income taxes are accounted for using the asset and liability method. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of such items and their respective tax basis (see Note 13 for further information). On December 22, 2017, the Tax Cut and Jobs Act was enacted into law resulting in a reduction in the federal corporate income tax rate from 35 percent to 21 percent for years beginning in 2018, which impacts our income tax provision or benefit.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating losses (“NOL”) incurred in tax years 2018, 2019 and 2020 to offset 100 percent of taxable income and be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes.
We have determined that the NOL carryback provision in the CARES Act would result in a cash benefit to us for the fiscal years 2018 and 2019. We carried back our NOL for fiscal year 2018 to 2013, and in June 2020, we received a cash refund of approximately $2.7 million. We have an income tax receivable at December 31, 2020 of approximately $3.7 million for the benefit of carrying back the NOL for the fiscal year 2019 to 2014. We are forecasting an NOL for fiscal year 2020 and expect to carry it back to 2015 and 2016. As a result, we have also included the 2020 provisional amounts in income tax receivable at December 31, 2020. As we are carrying the losses back to years beginning before January 1, 2018, the receivables were recorded at the previous 35 percent federal tax rate rather than the current statutory rate of 21 percent.
Inventory
Inventory consists of crude oil held in storage tanks and at third-party pipelines as part of our crude oil marketing and pipeline and storage operations. Crude oil inventory is carried at the lower of cost or net realizable value. At the end of each reporting period, we assess the carrying value of our inventory and make adjustments necessary to reduce the carrying value to the applicable net realizable value. Any resulting adjustments are a component of marketing costs and expenses or pipeline and storage expenses on our consolidated statements of operations. During the years ended December 31, 2020 and 2018, we recorded a charge of $24.2 million and $5.4 million, respectively, related to the write-down of our crude oil inventory in our crude oil marketing segment due to declines in prices. There were no charges recognized during the year ended December 31, 2019.
Linefill and base gas in assets we own are recorded at historical cost and consist of crude oil. We classify as linefill or base gas our proportionate share of barrels used to fill a pipeline that we own (see Note 6) and barrels that represent the minimum working requirements in storage tanks. Linefill and base gas are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Linefill and base gas are included in “Property and equipment” on our Consolidated Balance Sheets.
Investment in Unconsolidated Affiliate
We own an approximate 15 percent equity interest (less than 3 percent voting interest) in VestaCare, Inc., a California corporation (“VestaCare”), which we purchased for a $2.5 million cash payment in 2016. VestaCare provides an array of software as a service (SaaS) electronic payment technologies to medical providers, payers and patients including VestaCare’s product offering, VestaPay™. VestaPay™ allows medical care providers to structure fully automated and dynamically updating electronic payment plans for their patients. We account for this investment under the cost method of accounting. During 2017, we reviewed our investment in VestaCare and determined that the current projected operating results did not support the carrying value of the investment. As a result, during 2017, we recognized an impairment charge of $2.5 million to write-off our investment in VestaCare. At December 31, 2020, we continue to own an approximate 15 percent equity interest in VestaCare.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and Equipment
Property and equipment is recorded at cost. Expenditures for additions, improvements and other enhancements to property and equipment are capitalized, and minor replacements, maintenance and repairs that do not extend asset life or add value are charged to expense as incurred. When property and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations in operating costs and expenses for the respective period. Property and equipment, except for land, is depreciated using the straight-line method over the estimated average useful lives of to years.
Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of tangible long-lived assets that result from their acquisition, construction, development and/or normal operation. When an ARO is incurred, we record a liability for the ARO and capitalize an equal amount as an increase in the carrying value of the related long-lived asset. ARO amounts are measured at their estimated fair value using expected present value techniques. Over time, the ARO liability is accreted to its present value (through accretion expense), and the capitalized amount is depreciated over the remaining useful life of the related long-lived asset. We will incur a gain or loss to the extent that our ARO liabilities are not settled at their recorded amounts.
See Note 5 for additional information regarding our property and equipment and AROs.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This new standard eliminates certain exceptions in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted in any interim period within that year.
We elected to early adopt this standard during the period ended June 30, 2020, and most amendments within the standard were required to be applied on a prospective basis as of January 1, 2020, while certain amendments were applied on a retrospective or modified retrospective basis. The most significant impact to us is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods, which was required to be applied on a prospective basis. As a result of our adoption of ASU 2019-12, we calculated our quarterly income tax benefits based on ordinary losses incurred during the first and second quarters of 2020, no longer limiting the computed benefit if it exceeds the amount of benefit that would be recognized if the year-to-date ordinary loss were the anticipated ordinary loss for the full fiscal year.
Stock-Based Compensation
We measure all share-based payment awards, including the issuance of restricted stock unit awards and performance share unit awards to employees and board members, using a fair-value based method. The cost of services received from employees and non-employee board members in exchange for awards of equity instruments is recognized in the consolidated statements of operations based on the estimated fair value of those awards on the grant date and is amortized on a straight-line basis over the requisite service period. The fair value of restricted stock unit awards and performance share unit awards is based on the closing price of our common stock on the grant date. We account for forfeitures as they occur. See Note 14 for additional information regarding our 2018 LTIP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Revenue Recognition
Adoption of ASC 606
On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) and all related Accounting Standards Updates by applying the modified retrospective method to all contracts that were not completed on January 1, 2018. The modified retrospective approach required us to recognize the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings on January 1, 2018. Comparative information has not been restated and continues to be reported under the historical accounting standards in effect for those periods. The adoption of the new revenue standard did not result in a cumulative effect adjustment to our retained earnings since there was no significant impact upon adoption of the new standard. There was also no material impact to revenues, or any other financial statement line items for the year ended December 31, 2018 as a result of applying ASC 606. We expect the impact of the adoption of ASC 606 to remain immaterial to our net earnings on an ongoing basis.
Revenue Recognition
ASC 606’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations.
Our revenues are primarily generated from the marketing, transportation, storage and terminalling of crude oil and other related products and the tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. To identify the performance obligations, we considered all of the products or services promised in the contracts with customers, whether explicitly stated or implied based on customary business practices. Revenue is recognized when, or as, each performance obligation is satisfied under terms of the contract. Payment is typically due in full within 30 days of the invoice date.
The following information describes the nature of our significant revenue streams by segment and type:
Crude oil marketing segment. Crude oil marketing activities generate revenues from the sale and delivery of crude oil purchased either directly from producers or on the open market. Most of our crude oil purchase and sale contracts qualify and are designated as non-trading activities, and we consider these contracts as normal purchases and sales activity. For normal purchases and sales, our customers are invoiced monthly based upon contractually agreed upon terms with revenue recognized in the month in which the physical product is delivered to the customer, generally upon delivery of the product to the customer. Revenue is recognized based on the transaction price and the quantity delivered.
The majority of our crude oil sales contracts have multiple distinct performance obligations as the promise to transfer the individual goods (e.g., barrels of crude oil) is separately identifiable from the other goods promised within the contracts. Our performance obligations are satisfied at a point in time. For normal sales arrangements, revenue is recognized in the month in which control of the physical product is transferred to the customer, generally upon delivery of the product to the customer.
Transportation segment. Transportation activities generate revenue from the truck transportation of liquid chemicals, pressurized gases, asphalt or dry bulk from point A to point B for customers. Each sales order is associated with our master transportation agreements and is considered a distinct performance obligation. The performance obligations associated with this segment are satisfied over time as the goods and services are delivered.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pipeline and storage segment. Pipeline and storage activities generate revenue by transporting crude oil on our pipeline and providing storage and terminalling services for our customers. Our operations generally consist of fee-based activities associated with the transportation of crude oil and providing storage and terminalling services for crude oil. Revenues from pipeline tariffs and fees are associated with the transportation of crude oil at a published tariff. We primarily recognize pipeline tariff and fee revenues over time as services are rendered, based on the volumes transported. As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor. We recognize the allowance volumes collected as part of the transaction price and record this non-cash consideration at fair value, measured as of the contract inception date.
Storage fees are typically recognized in revenue ratably over the term of the contract regardless of the actual storage capacity utilized as our performance obligation is to make available storage capacity for a period of time. Terminalling fees are recognized as the crude oil enters or exits the terminal and is received from or delivered to the connecting carrier or third-party terminal, as applicable.
Practical Expedients
In connection with our adoption of ASC 606, we reviewed our revenue contracts for impact upon adoption. For example, our revenue contracts often include promises to transfer various goods and services to a customer. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately versus together will continue to require continual assessment. We also used practical expedients permitted by ASC 606 when applicable. These practical expedients included:
•Applying the new guidance only to contracts that were not completed as of January 1, 2018; and
•Not accounting for the effects of significant financing components if the company expects that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and customer advances and deposits (contract liabilities) on our consolidated balance sheets. Currently, we do not record any contract assets in our financial statements due to the timing of revenue recognized and when our customers are billed. Our crude oil marketing customers are generally billed monthly based on contractually agreed upon terms. However, we sometimes receive advances or deposits from customers before revenue is recognized, resulting in contract liabilities. These contract assets and liabilities, if any, are reported on our consolidated balance sheets at the end of each reporting period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Disaggregation
The following table disaggregates our revenue by segment and by major source for the periods indicated (in thousands):
| Reporting Segments | |||||||||||||||||||||||
| Marketing | Transportation | Pipeline and storage (1) | Total | ||||||||||||||||||||
Year Ended December 31, 2020 | |||||||||||||||||||||||
| Revenues from contracts with customers | $ | 915,438 | $ | 71,724 | $ | 272 | $ | 987,434 | |||||||||||||||
Other (2) | 34,988 | — | — | 34,988 | |||||||||||||||||||
| Total revenues | $ | 950,426 | $ | 71,724 | $ | 272 | $ | 1,022,422 | |||||||||||||||
| Timing of revenue recognition: | |||||||||||||||||||||||
| Goods transferred at a point in time | $ | 915,438 | $ | — | $ | — | $ | 915,438 | |||||||||||||||
| Services transferred over time | — | 71,724 | 272 | 71,996 | |||||||||||||||||||
| Total revenues from contracts with customers | $ | 915,438 | $ | 71,724 | $ | 272 | $ | 987,434 | |||||||||||||||
Year Ended December 31, 2019 | |||||||||||||||||||||||
| Revenues from contracts with customers | $ | 1,555,393 | $ | 63,191 | $ | — | $ | 1,618,584 | |||||||||||||||
Other (2) | 192,663 | — | — | 192,663 | |||||||||||||||||||
| Total revenues | $ | 1,748,056 | $ | 63,191 | $ | — | $ | 1,811,247 | |||||||||||||||
Timing of revenue recognition: | |||||||||||||||||||||||
| Goods transferred at a point in time | $ | 1,555,393 | $ | — | $ | — | $ | 1,555,393 | |||||||||||||||
| Services transferred over time | — | 63,191 | — | 63,191 | |||||||||||||||||||
| Total revenues from contracts with customers | $ | 1,555,393 | $ | 63,191 | $ | — | $ | 1,618,584 | |||||||||||||||
Year Ended December 31, 2018 | |||||||||||||||||||||||
| Revenues from contracts with customers | $ | 1,580,997 | $ | 55,776 | $ | — | $ | 1,636,773 | |||||||||||||||
Other (2) | 113,440 | — | — | 113,440 | |||||||||||||||||||
| Total revenues | $ | 1,694,437 | $ | 55,776 | $ | — | $ | 1,750,213 | |||||||||||||||
Timing of revenue recognition: | |||||||||||||||||||||||
| Goods transferred at a point in time | $ | 1,580,997 | $ | — | $ | — | $ | 1,580,997 | |||||||||||||||
| Services transferred over time | — | 55,776 | — | 55,776 | |||||||||||||||||||
| Total revenues from contracts with customers | $ | 1,580,997 | $ | 55,776 | $ | — | $ | 1,636,773 | |||||||||||||||
_______________
(1)On October 22, 2020, we acquired a crude oil pipeline and related terminal facility assets, resulting in a new operating segment. See Note 6 and Note 9 for further information.
(2)Other crude oil marketing revenues are recognized under ASC 815, Derivatives and Hedging, and ASC 845, Nonmonetary Transactions – Purchases and Sales of Inventory with the Same Counterparty.
Other Crude Oil Marketing Revenue
Certain of the commodity purchase and sale contracts utilized by our crude oil marketing segment qualify as derivative instruments with certain specifically identified contracts also designated as trading activity. From the time of contract origination, these contracts are marked-to-market and recorded on a net revenue basis in the accompanying consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certain of our crude oil contracts may be with a single counterparty to provide for similar quantities of crude oil to be bought and sold at different locations. These contracts are entered into for a variety of reasons, including effecting the transportation of the commodity, to minimize credit exposure, and/or to meet the competitive demands of the customer. These buy/sell arrangements are reflected on a net revenue basis in the accompanying consolidated financial statements.
Reporting these crude oil contracts on a gross revenue basis would increase our reported revenues as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Revenue gross-up | $ | 419,127 | $ | 859,091 | $ | 448,846 | |||||||||||
Note 4. Prepayments and Other Current Assets
The components of prepayments and other current assets were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Insurance premiums | $ | 690 | $ | 473 | |||||||
| Vendor prepayment | 1,085 | — | |||||||||
| Rents, licenses and other | 1,189 | 1,086 | |||||||||
| Total | $ | 2,964 | $ | 1,559 | |||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Property and Equipment
The historical costs of our property and equipment and related accumulated depreciation and amortization balances were as follows at the dates indicated (in thousands):
| Estimated | |||||||||||||||||
| Useful Life | December 31, | ||||||||||||||||
| in Years | 2020 | 2019 | |||||||||||||||
Tractors and trailers | 5 – 6 | $ | 101,813 | $ | 110,153 | ||||||||||||
| Field equipment | 2 – 5 | 22,139 | 21,780 | ||||||||||||||
Finance lease ROU assets (1) | 3 – 6 | 20,266 | 8,854 | ||||||||||||||
| Pipeline and related facilities | 20 – 25 | 21,265 | — | ||||||||||||||
Linefill and base gas (2) | N/A | 3,333 | — | ||||||||||||||
| Buildings | 5 – 39 | 14,977 | 16,055 | ||||||||||||||
| Office equipment | 2 – 5 | 1,893 | 1,951 | ||||||||||||||
| Land | N/A | 1,790 | 1,790 | ||||||||||||||
| Construction in progress | N/A | 1,626 | 3,661 | ||||||||||||||
| Total property and equipment, at cost | 189,102 | 164,244 | |||||||||||||||
| Less accumulated depreciation and amortization | (94,968) | (95,198) | |||||||||||||||
| Property and equipment, net | $ | 94,134 | $ | 69,046 | |||||||||||||
______________
(1)Our finance lease right-of-use (“ROU”) assets arise from leasing arrangements for the right to use various classes of underlying assets including tractors, trailers, a tank storage and throughput arrangement and office equipment (see Note 16 for further information). Accumulated amortization of the assets presented as “Finance lease ROU assets” was $5.0 million and $2.5 million as of December 31, 2020 and 2019, respectively.
(2)Linefill and base gas represents crude oil in the VEX pipeline (Note 6) and storage tanks we own, and the crude oil is recorded at historical cost.
Components of depreciation and amortization expense were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Depreciation and amortization, excluding amounts | |||||||||||||||||
| under finance leases | $ | 16,026 | $ | 14,833 | $ | 10,112 | |||||||||||
| Amortization of property and equipment under finance leases | 2,547 | 1,808 | 542 | ||||||||||||||
| Total depreciation and amortization | $ | 18,573 | $ | 16,641 | $ | 10,654 | |||||||||||
Gains on Sales of Assets
We sold certain used tractors, trailers and other equipment and recorded net pre-tax gains as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Gains on sales of used tractors, trailers and equipment | $ | 1,859 | $ | 1,400 | $ | 1,240 | |||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Retirement Obligations
We record AROs for the estimated retirement costs associated with certain tangible long-lived assets. The estimated fair value of AROs are recorded in the period in which they are incurred and the corresponding cost is 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 asset. If the liability is settled for an amount other than the recorded amount, an increase or decrease to expense is recognized. The following table reflects a summary of our AROs for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| ARO liability at beginning of year | $ | 1,573 | $ | 1,525 | $ | 1,273 | |||||||||||
| Liabilities incurred | — | 17 | 252 | ||||||||||||||
| Accretion of discount | 49 | 48 | 36 | ||||||||||||||
| Liabilities settled | (38) | (17) | (36) | ||||||||||||||
AROs related to pipeline acquisition (see Note 6) | 723 | — | — | ||||||||||||||
| ARO liability at end of year | $ | 2,307 | $ | 1,573 | $ | 1,525 | |||||||||||
Note 6. Acquisitions
Acquisition of Pipeline and Related Terminal Facility Assets
On October 22, 2020, we and our subsidiary, GulfMark Terminals, LLC (“GMT”) entered into a purchase and sale agreement with EnLink Midstream Operating, L.P. for the purchase of the outstanding equity interests of Victoria Express Pipeline, LLC (“VEX”) and certain related pipeline terminal facility assets for $20.0 million, plus a cash payment for working capital items. Of the purchase price, $10.0 million was paid at closing, with the remainder to be paid in four quarterly installments of $2.5 million, plus interest at a rate of 4.0 percent per annum, beginning in March 2021. The equity interests in GMT, VEX and the other acquired assets were pledged to secure the payment of the installment portions of the purchase price as part of the agreement.
The VEX Pipeline System, with truck and storage terminals at both Cuero and the Port of Victoria, Texas, is a crude oil and condensate pipeline system, which connects the heart of the Eagle Ford Basin to the Gulf Coast waterborne market. The VEX Pipeline System includes 56 miles of 12-inch pipeline, which spans DeWitt County to Victoria County, Texas, with 350,000 barrels of above ground storage, two 8 bay truck offload stations, and access to two docks at the Port of Victoria. The VEX Pipeline System can receive crude oil by pipeline and truck, and has downstream pipeline connections to two terminals today, with potential for additional downstream connection opportunities in the future. The pipeline system has a current capacity of 90,000 barrels per day.
The VEX Pipeline System and related terminal assets have been included in our new pipeline and storage segment. We expect that this acquisition will further strengthen our ability to provide excellent service to the producers in the Gulf Coast region, as well as more effectively service our end-user markets along the Gulf Coast. In addition, the VEX Pipeline System complements our existing storage terminal and dock at the Port of Victoria, where we now control approximately 450,000 barrels of storage with three docks after giving effect to the acquisition.
In addition to the purchase price of $20.0 million and a cash payment of $0.5 million for working capital items, we also incurred approximately $0.6 million of acquisition costs in connection with this acquisition, which has been included in the allocation of the total purchase price of $21.0 million to the assets acquired.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets and liabilities acquired at the acquisition date (in thousands):
| Accounts receivable and other current assets | $ | 80 | ||||||
| Linefill and base gas | 1,013 | |||||||
| Property and equipment — Pipeline and related terminal facilities | 20,542 | |||||||
| Accounts payable and other accrued liabilities | (598) | |||||||
| Total purchase price | $ | 21,037 | ||||||
The estimated fair value of the acquired property and equipment was determined using the cost approach, specifically determining the replacement cost value of each type of asset.
In connection with the acquisition, we recorded an asset retirement obligation of approximately $0.7 million related to legal and regulatory requirements to perform specified retirement activities, including purging and sealing the pipeline if it is abandoned.
CTL
On May 17, 2020, we entered into a purchase and sale agreement with Comcar Industries, Inc. (“Comcar”), a bulk carrier trucking company, for the purchase of substantially all of the transportation assets of Comcar’s subsidiary, CTL Transportation, LLC (“CTL”). CTL provides short-haul delivery services to customers in the chemical industry, with operations in nine locations in the southeastern United States. On June 26, 2020, we closed on the asset acquisition for approximately $9.0 million in cash. This acquisition added approximately 163 tractors and 328 trailers to our existing transportation fleet, and these assets were included in our transportation segment. This acquisition added new customers, new market areas and new product lines to our transportation segment portfolio. As a result of the acquisition, we added services to new and existing customers in six new market areas, including new terminals in Louisiana, Missouri, Ohio, Georgia and Florida.
We also incurred approximately $0.1 million of acquisition costs in connection with this acquisition, which has been included in the allocation of the total purchase price of $9.2 million to the assets acquired.
The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired at the acquisition date (in thousands):
| Property and equipment — tractors and trailers | $ | 5,901 | ||||||
| Materials and supplies | 87 | |||||||
| Intangible assets — customer relationships | 3,175 | |||||||
| Total purchase price | $ | 9,163 | ||||||
The estimated fair value of the acquired property and equipment was determined using the estimated market value of each type of asset. The estimated fair value of the acquired customer relationship intangible assets was determined using an income approach, specifically a discounted cash flow analysis. The income approach estimates the future benefits of the customer relationships and deducts the expenses incurred in servicing the relationships and the contributions from the other business assets to derive the future net benefits of these assets. The future net benefits are discounted back to present value using the appropriate discount rate, which results in the value of the customer relationships.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A customer relationship intangible asset is the relationship between CTL and various customers to whom we did not have a previous relationship. The customer relationships we acquired in this transaction provide us with access to those customers to whom we did not have a previous relationship and allows us to enter product markets in which we have not previously participated. Because of the highly competitive and fragmented transportation market, we believe access to these customers will provide us with an entry into new market areas.
The discounted cash flow analysis used to estimate the fair value of the CTL customer relationships relied on Level 3 fair value inputs. Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date. With respect to the CTL customer relationships, the Level 3 inputs included the rate of retention of the current customers of CTL as of the valuation date, our transportation segment’s historical customer retention rate and projected future revenues associated with the customers. The CTL customers expected to remain with us after the transaction were included in the valuation of the customer relationships. We are amortizing the customer relationship intangible assets over a period of seven years, using a modified straight-line approach. See Note 8 for further information regarding our intangible assets.
In connection with the acquisition, we entered into a finance lease agreement for an additional 40 trailers with a year term. See Note 16 for further information regarding finance leases.
EH Transport
On April 10, 2019, we entered into a purchase and sale agreement with EH Transport, Inc. and affiliates (collectively, “EH Transport”), a Houston, Texas based bulk carrier trucking company, for the purchase of certain transportation assets. On May 6, 2019, we closed on the asset acquisition for approximately $6.4 million, which consisted of $5.6 million in cash after post-closing adjustments related to equipment qualifications, 11,145 of our common shares valued at $0.4 million and contingent consideration valued at approximately $0.4 million.
This acquisition added approximately 39 tractors and 51 trailers to our existing transportation fleet, and these assets were included in our transportation segment. This acquisition added new customers and new product lines to our transportation segment portfolio, which allows us to grow into new markets. As a result of the acquisition, in addition to general chemical products, we transport liquefied petroleum gas, asphalt and bleach for customers.
We incurred approximately $0.1 million of acquisition costs in connection with this acquisition, which has been included in the allocation of the purchase price to the assets acquired.
The following table summarizes the consideration paid for the EH Transport assets and the estimated fair value of the assets acquired at the acquisition date (in thousands):
| Consideration: | ||||||||
| Cash | $ | 5,624 | ||||||
| Value of AE common shares issued | 392 | |||||||
| Contingent consideration arrangement | 431 | |||||||
| Fair value of total consideration transferred | $ | 6,447 | ||||||
| Recognized amounts of identifiable assets acquired: | ||||||||
| Property and equipment — tractors and trailers | $ | 4,576 | ||||||
| Shop, office and telecommunication equipment | 20 | |||||||
| Intangible assets — customer relationships | 1,851 | |||||||
| Total purchase price | $ | 6,447 | ||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair market value of the common shares issued in this transaction was determined based upon the closing share price of AE common stock on May 6, 2019 of $35.15.
We assumed no liabilities in this acquisition. The estimated fair value of the acquired property and equipment was determined using the estimated market value of each type of asset. The estimated fair value of the acquired customer relationship intangible assets was determined using an income approach, specifically a discounted cash flow analysis. The income approach estimates the future benefits of the customer relationships and deducts the expenses incurred in servicing the relationships and the contributions from the other business assets to derive the future net benefits of these assets. The future net benefits are discounted back to present value using the appropriate discount rate, which results in the value of the customer relationships.
A customer relationship intangible asset is the relationship between EH Transport and various customers to whom we did not have a previous relationship. The customer relationships we acquired in this transaction provide us with access to those customers to whom we did not have a previous relationship and allows us to enter product markets in which we had not previously participated. Because of the highly competitive and fragmented transportation market, we believe access to these customers and product lines will provide us with an entry into new markets.
The discounted cash flow analysis used to estimate the fair value of the EH Transport customer relationships relied on Level 3 fair value inputs. Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date. With respect to the EH Transport customer relationships, the Level 3 inputs include the rate of retention of the current customers of EH Transport as of the valuation date, our transportation segment’s historical customer retention rate and projected future revenues associated with the customers. The EH Transport customers expected to remain with us after the transaction were included in the valuation of the customer relationships. We are amortizing the customer relationship intangible assets over a period of seven years, using a modified straight-line approach. See Note 8 for further information regarding our intangible assets.
The purchase and sale agreement included a contingent consideration arrangement that required us to pay the former owner of the assets up to a quarterly maximum amount of $146,875 (undiscounted) plus interest for the first four quarters following the closing date of the acquisition. The amount to be paid was based upon the number of qualified truck drivers that were employed by us at the end of each quarter. The potential undiscounted amount of all future payments that could be required to be paid under the contingent consideration arrangement was between $0 and $587,500. The fair value of the contingent consideration arrangement of $0.4 million was estimated by applying an income valuation approach, which is based on Level 3 inputs, including the number of qualified truck drivers we expect will be employed at each payment date. At December 31, 2020, all amounts outstanding under the contingent consideration arrangement had been paid.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Red River
On October 1, 2018, we completed the purchase of a trucking company for $10.0 million that owned approximately 113 tractors and 126 trailers operating in the Red River area in North Texas and South Central Oklahoma. This acquisition was included in our crude oil marketing segment from the date of the acquisition. We incurred approximately $0.3 million of acquisition costs in connection with this acquisition, which was included in the allocation of the purchase price to the assets acquired. The purchase price of approximately $10.3 million was allocated on October 1, 2018 as follows (in thousands):
| Tractors | $ | 4,799 | ||||||
| Trailers | 4,901 | |||||||
| Field equipment | 381 | |||||||
| Materials and supplies | 191 | |||||||
| Total purchase price | $ | 10,272 | ||||||
Note 7. Other Assets
Components of other assets were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
Amounts associated with liability insurance program: | |||||||||||
Insurance collateral deposits | $ | 714 | $ | 1,233 | |||||||
Excess loss fund | 617 | 943 | |||||||||
Accumulated interest income | 449 | 609 | |||||||||
Other amounts: | |||||||||||
State collateral deposits | 31 | 37 | |||||||||
Materials and supplies | 488 | 477 | |||||||||
| Other | 84 | — | |||||||||
Total | $ | 2,383 | $ | 3,299 | |||||||
We have established certain deposits to support participation in our liability insurance program and remittance of state crude oil severance taxes and other state collateral deposits. Insurance collateral deposits are held by the insurance company to cover past or potential open claims based upon a percentage of the maximum assessment under our insurance policies. Insurance collateral deposits are invested at the discretion of our insurance carrier. Excess amounts in our loss fund represent premium payments in excess of claims incurred to date that we may be entitled to recover through settlement or commutation as claim periods are closed. Interest income is earned on the majority of amounts held by the insurance companies and will be paid to us upon settlement of policy years.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8. Intangible Assets
The following table summarizes our intangible assets at the dates indicated (in thousands):
| December 31, 2020 | December 31, 2019 | |||||||||||||||||||||||||||||||||||||
| Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||||||||||||||||
| Value | Amortization | Net | Value | Amortization | Net | |||||||||||||||||||||||||||||||||
| Customer relationships: | ||||||||||||||||||||||||||||||||||||||
| EH Transport acquisition | $ | 1,703 | $ | (500) | $ | 1,203 | $ | 1,808 | $ | (211) | $ | 1,597 | ||||||||||||||||||||||||||
| CTL acquisition | 3,173 | (270) | 2,903 | — | — | — | ||||||||||||||||||||||||||||||||
| Intangible assets, net | $ | 4,876 | $ | (770) | $ | 4,106 | $ | 1,808 | $ | (211) | $ | 1,597 | ||||||||||||||||||||||||||
We are amortizing the customer relationship intangible assets over a period of seven years, using a modified straight-line approach. During the years ended December 31, 2020 and 2019, we recorded $0.6 million and $0.2 million, respectively, of amortization expense related to these intangible assets. The following table presents our forecast of amortization expense associated with these intangible assets for the years indicated (in thousands):
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||
| EH Transport acquisition | $ | 274 | $ | 254 | $ | 235 | $ | 218 | $ | 202 | ||||||||||||||||||||||
| CTL acquisition | 524 | 492 | 460 | 428 | 413 | |||||||||||||||||||||||||||
| Total | $ | 798 | $ | 746 | $ | 695 | $ | 646 | $ | 615 | ||||||||||||||||||||||
Note 9. Segment Reporting
We operate and report in three business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; and (iii) beginning in the fourth quarter of 2020, pipeline transportation, terminalling and storage of crude oil, which includes the pipeline and related terminal facility assets we acquired in October 2020 (see Note 6 for further information regarding our acquisition). Our business segments are generally organized and managed according to the types of services rendered. See Note 3 for a summary of the types of products and services from which each segment derives its revenues.
Our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) evaluates segment performance based on measures including segment operating (losses) earnings and capital spending (property and equipment additions). Segment operating (losses) earnings is calculated as segment revenues less segment operating costs and depreciation and amortization expense.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information by reporting segment was as follows for the periods indicated (in thousands):
| Reporting Segments | |||||||||||||||||||||||||||||
| Marketing | Transportation | Pipeline and storage | Other | Total | |||||||||||||||||||||||||
Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
Revenues | $ | 950,426 | $ | 71,724 | $ | 272 | $ | — | $ | 1,022,422 | |||||||||||||||||||
Segment operating (losses) earnings (1) | 2,974 | 1,873 | (310) | — | 4,537 | ||||||||||||||||||||||||
Depreciation and amortization | 7,421 | 10,963 | 189 | — | 18,573 | ||||||||||||||||||||||||
Property and equipment additions (2) (3) | 3,130 | 1,355 | — | 523 | 5,008 | ||||||||||||||||||||||||
Year Ended December 31, 2019 | |||||||||||||||||||||||||||||
Revenues | $ | 1,748,056 | $ | 63,191 | $ | — | $ | — | $ | 1,811,247 | |||||||||||||||||||
Segment operating earnings (1) | 16,099 | 1,899 | — | — | 17,998 | ||||||||||||||||||||||||
Depreciation and amortization | 8,741 | 7,900 | — | — | 16,641 | ||||||||||||||||||||||||
Property and equipment additions (2) (3) | 7,249 | 28,472 | — | 22 | 35,743 | ||||||||||||||||||||||||
Year Ended December 31, 2018 | |||||||||||||||||||||||||||||
Revenues | $ | 1,694,437 | $ | 55,776 | $ | — | $ | — | $ | 1,750,213 | |||||||||||||||||||
Segment operating earnings (1) | 7,008 | 3,337 | — | — | 10,345 | ||||||||||||||||||||||||
Depreciation and amortization | 6,384 | 4,270 | — | — | 10,654 | ||||||||||||||||||||||||
Property and equipment additions (2) (3) | 1,540 | 10,178 | — | 13 | 11,731 | ||||||||||||||||||||||||
_________________
(1)Our crude oil marketing segment’s operating earnings included inventory valuation losses of $15.0 million, inventory liquidation gains of $3.7 million, and inventory valuation losses of $5.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.
(2)Our segment property and equipment additions do not include assets acquired under finance leases during the years ended December 31, 2020, 2019 and 2018. See Note 16 for further information.
(3)During the years ended December 31, 2020, 2019 and 2018, we had $0.5 million, $22 thousand and $13 thousand, respectively, of property and equipment additions for leasehold improvements at our corporate headquarters, which were not attributed or allocated to any of our reporting segments.
Segment operating earnings reflect revenues net of operating costs and depreciation and amortization expense and are reconciled to earnings (losses) before income taxes, as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Segment operating earnings | $ | 4,537 | $ | 17,998 | $ | 10,345 | |||||||||||
General and administrative | (10,284) | (10,198) | (8,937) | ||||||||||||||
Operating earnings | (5,747) | 7,800 | 1,408 | ||||||||||||||
| Gain on dissolution of investment | — | 573 | — | ||||||||||||||
Interest income | 656 | 2,766 | 2,155 | ||||||||||||||
Interest expense | (444) | (636) | (109) | ||||||||||||||
(Losses) earnings before income taxes | $ | (5,535) | $ | 10,503 | $ | 3,454 | |||||||||||
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Identifiable assets by industry segment were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Reporting segment: | |||||||||||||||||
Marketing | $ | 128,441 | $ | 141,402 | $ | 119,370 | |||||||||||
Transportation | 72,247 | 58,483 | 34,112 | ||||||||||||||
| Pipeline and storage | 24,541 | — | — | ||||||||||||||
Cash and other (1) | 70,958 | 130,957 | 125,388 | ||||||||||||||
Total assets | $ | 296,187 | $ | 330,842 | $ | 278,870 | |||||||||||
_________________
(1)Other identifiable assets are primarily corporate cash, corporate accounts receivable, properties and operating lease right-of-use assets not identified with any specific segment of our business.
All of our property and equipment is located in the U.S. Substantially all of our consolidated revenues are earned in the U.S. and derived from a wide customer base. Intersegment sales during the year ended December 31, 2020 were insignificant, and there were no intersegment sales during the years ended December 31, 2019 and 2018. Accounting policies for transactions between business segments are consistent with applicable accounting policies as disclosed herein.
Note 10. Transactions with Affiliates
We enter into certain transactions in the normal course of business with affiliated entities including direct cost reimbursement for shared phone and administrative services. In addition, we lease our corporate office space in a building operated by 17 South Briar Hollow Lane, LLC, an affiliate of KSA Industries, Inc., which is an affiliated entity.
Activities with affiliates were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Affiliate billings to us | $ | 18 | $ | 83 | $ | 75 | |||||||||||
| Billings to affiliates | 5 | 5 | 6 | ||||||||||||||
| Rentals paid to affiliate | 644 | 487 | 487 | ||||||||||||||
Note 11. Other Current Liabilities
The components of other current liabilities were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
Accrued purchase price for VEX acquisition (see Note 6) | $ | 10,000 | $ | — | |||||||
| Accrual for payroll, benefits and bonuses | 6,575 | 2,301 | |||||||||
| Other | 5,768 | 5,001 | |||||||||
| Total | $ | 22,343 | $ | 7,302 | |||||||
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12. Derivative Instruments and Fair Value Measurements
Derivative Instruments
At December 31, 2020, we had in place six commodity purchase and sale contracts, of which three had a fair value associated with them as the contractual prices of crude oil were outside the range of prices specified in the agreements. These commodity purchase and sale contracts encompassed approximately 192 barrels per day of crude oil during January 2021 through December 2021.
At December 31, 2019, we had in place six commodity purchase and sale contracts with no fair value associated with them as the contractual prices of crude oil were within the range of prices specified in the agreements. These commodity purchase and sale contracts encompassed approximately:
•258 barrels per day of crude oil during January 2020 through February 2020;
•322 barrels per day of crude oil during March 2020 through April 2020; and
•258 barrels per day of crude oil during May 2020 through December 2020.
The estimated fair value of forward month commodity contracts (derivatives) reflected in the accompanying consolidated balance sheets were as follows at the dates indicated (in thousands):
| Balance Sheet Location and Amount | |||||||||||||||||||||||
| Current | Other | Current | Other | ||||||||||||||||||||
December 31, 2020 | Assets | Assets | Liabilities | Liabilities | |||||||||||||||||||
| Asset derivatives: | |||||||||||||||||||||||
| Fair value forward hydrocarbon commodity | |||||||||||||||||||||||
| contracts at gross valuation | $ | 61 | $ | — | $ | — | $ | — | |||||||||||||||
| Liability derivatives: | |||||||||||||||||||||||
| Fair value forward hydrocarbon commodity | |||||||||||||||||||||||
| contracts at gross valuation | — | — | 52 | — | |||||||||||||||||||
| Less counterparty offsets | — | — | — | — | |||||||||||||||||||
| As reported fair value contracts | $ | 61 | $ | — | $ | 52 | $ | — | |||||||||||||||
December 31, 2019 | |||||||||||||||||||||||
| Asset derivatives: | |||||||||||||||||||||||
| Fair value forward hydrocarbon commodity | |||||||||||||||||||||||
| contracts at gross valuation | $ | $ | — | $ | — | $ | — | ||||||||||||||||
| Liability derivatives: | |||||||||||||||||||||||
| Fair value forward hydrocarbon commodity | |||||||||||||||||||||||
| contracts at gross valuation | — | — | — | — | |||||||||||||||||||
| Less counterparty offsets | — | — | — | — | |||||||||||||||||||
| As reported fair value contracts | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
We only enter into commodity contracts with creditworthy counterparties and evaluate our exposure to significant counterparties on an ongoing basis. At December 31, 2020 and 2019, we were not holding nor have we posted any collateral to support our forward month fair value derivative activity. We are not subject to any credit-risk related trigger events. We have no other financial investment arrangements that would serve to offset our derivative contracts.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Forward month commodity contracts (derivatives) reflected in the accompanying consolidated statements of operations were as follows for the periods indicated (in thousands):
| Gains (Losses) | |||||||||||||||||
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Revenues – marketing | $ | 9 | $ | (24) | $ | 2 | |||||||||||
Fair Value Measurements
The following table reflects, by level with the Level 1, 2 and 3 fair value hierarchy, the carrying values of our financial assets and liabilities at the dates indicated (in thousands):
Fair Value Measurements Using | |||||||||||||||||||||||||||||
| Quoted Prices | |||||||||||||||||||||||||||||
| in Active | Significant | ||||||||||||||||||||||||||||
| Markets for | Other | Significant | |||||||||||||||||||||||||||
| Identical Assets | Observable | Unobservable | |||||||||||||||||||||||||||
| and Liabilities | Inputs | Inputs | Counterparty | ||||||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Offsets | Total | |||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||
| Current assets | $ | — | $ | 61 | $ | — | $ | — | $ | 61 | |||||||||||||||||||
| Current liabilities | — | (52) | — | — | (52) | ||||||||||||||||||||||||
| Net value | $ | — | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||
| Current assets | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Current liabilities | — | — | — | — | — | ||||||||||||||||||||||||
| Net value | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
These assets and liabilities are measured on a recurring basis and are classified based on the lowest level of input used to estimate their fair value. Our assessment of the relative significance of these inputs requires judgments.
When determining fair value measurements, we make credit valuation adjustments to reflect both our own nonperformance risk and our counterparty’s nonperformance risk. When adjusting the fair value of derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements. Credit valuation adjustments utilize Level 3 inputs, such as credit scores to evaluate the likelihood of default by us or our counterparties. At December 31, 2020 and 2019, credit valuation adjustments were not significant to the overall valuation of our fair value contracts. As a result, applicable fair value assets and liabilities are included in their entirety in the fair value hierarchy.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Income Taxes
The components of our income tax (provision) benefit were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 13,246 | $ | 164 | $ | 388 | |||||||||||
| State | (327) | (375) | 39 | ||||||||||||||
| Total current | 12,919 | (211) | 427 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (6,631) | (2,063) | (752) | ||||||||||||||
| State | 242 | (22) | (184) | ||||||||||||||
| Total deferred | (6,389) | (2,085) | (936) | ||||||||||||||
Total (provision for) benefit from income taxes | $ | 6,530 | $ | (2,296) | $ | (509) | |||||||||||
A reconciliation of the (provision for) benefit from income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes was as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Pre-tax net book income (loss) | $ | (5,535) | $ | 10,503 | $ | 3,454 | |||||||||||
| Statutory federal income tax (provision) benefit | $ | 1,162 | $ | (2,206) | $ | (725) | |||||||||||
| State income tax (provision) benefit | (16) | (397) | (145) | ||||||||||||||
| 2018/2019 carryback | 2,664 | — | — | ||||||||||||||
| 2020 carryback | 2,642 | — | — | ||||||||||||||
| Reverse valuation allowance | — | — | 98 | ||||||||||||||
| Return to provision adjustments | 13 | 285 | 388 | ||||||||||||||
| Other | 65 | 22 | (125) | ||||||||||||||
| Total (provision for) benefit from income taxes | $ | 6,530 | $ | (2,296) | $ | (509) | |||||||||||
Effective income tax rate (1) | 118 | % | 22 | % | 15 | % | |||||||||||
_______________
(1)Excluding the adjustment related to the carryback of the 2018, 2019 and 2020 losses, the effective income tax rate for 2020 is 22 percent.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes reflect the net difference between the financial statement carrying amounts and the underlying income tax basis in these items. The components of the federal deferred tax asset (liability) were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
Long-term deferred tax asset (liability): | |||||||||||
| Prepaid and other insurance | $ | (861) | $ | 248 | |||||||
| Property | (12,807) | (9,953) | |||||||||
| Investment in unconsolidated affiliate | 525 | 525 | |||||||||
| Valuation allowance related to investment in unconsolidated affiliate | (525) | (525) | |||||||||
| Net operating loss | 536 | 3,567 | |||||||||
| Other | 423 | (184) | |||||||||
| Net long-term deferred tax liability | (12,709) | (6,322) | |||||||||
| Net deferred tax liability | $ | (12,709) | $ | (6,322) | |||||||
Financial statement recognition and measurement of positions taken, or expected to be taken, by an entity in its income tax returns must consider the uncertainty and judgment involved in the determination and filing of income taxes. Tax 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 tax position will be examined by taxing authorities with full knowledge of all relevant information. We have no significant unrecognized tax benefits. Interest and penalties associated with income tax liabilities are classified as income tax expense.
The earliest tax years remaining open for audit for federal and major states of operations are as follows:
| Earliest Open | |||||
| Tax Year | |||||
| Federal | 2013 | ||||
| Texas | 2016 | ||||
| Louisiana | 2017 | ||||
| Michigan | 2016 | ||||
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14. Stock-Based Compensation Plan
In May 2018, our shareholders approved the 2018 LTIP, a long-term incentive plan under which any employee or non-employee director who provides services to us is eligible to participate in the plan. The 2018 LTIP, which is overseen by the Compensation Committee of our Board of Directors, provides for the grant of various types of equity awards, of which restricted stock unit awards and performance-based compensation awards have been granted. The maximum number of shares authorized for issuance under the 2018 LTIP is 150,000 shares, and the 2018 LTIP is effective until May 8, 2028. We began awarding stock-based compensation to eligible employees and directors in June 2018. After giving effect to awards granted and forfeitures made under the 2018 LTIP, and the achievement of performance factors through December 31, 2020, a total of 88,374 shares were available for issuance.
Compensation expense recognized in connection with equity-based awards was as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Compensation expense | $ | 643 | $ | 478 | $ | 255 | |||||||||||
If dividends are paid with respect to our common shares during the vesting period, an equivalent amount will accrue and be held by us without interest until the restricted stock unit awards and performance share unit awards vest, at which time the amount will be paid to the recipient. If the award is forfeited prior to vesting, the accrued dividends will also be forfeited. At December 31, 2020 and 2019, we had $50,800 and $23,600, respectively, of accrued dividend amounts for awards granted under the 2018 LTIP.
Restricted Stock Unit Awards
A restricted stock unit award is a grant of a right to receive our common shares in the future at no cost to the recipient apart from fulfilling service and other conditions once a defined vesting period expires, subject to customary forfeiture provisions. A restricted stock unit award will either be settled by the delivery of common shares or by the payment of cash based upon the fair market value of a specified number of shares, at the discretion of the Compensation Committee, subject to the terms of the applicable award agreement. The Compensation Committee intends for these awards to vest with the settlement of common shares. Restricted stock unit awards generally vest at a rate of approximately 33 percent per year beginning one year after the grant date and are non-vested until the required service periods expire.
The fair value of a restricted stock unit award is based on the market price per share of our common shares on the date of grant. Compensation expense is recognized based on the grant date fair value over the requisite service or vesting period.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents restricted stock unit award activity for the periods indicated:
| Weighted- | |||||||||||
| Average Grant | |||||||||||
| Number of | Date Fair Value | ||||||||||
| Shares | per Share (1) | ||||||||||
Restricted stock unit awards at January 1, 2018 | — | $ | — | ||||||||
Granted (2) | 13,733 | $ | 43.00 | ||||||||
| Vested | — | $ | — | ||||||||
| Forfeited | — | $ | — | ||||||||
Restricted stock unit awards at December 31, 2018 | 13,733 | $ | 43.00 | ||||||||
Granted (3) | 14,376 | $ | 34.00 | ||||||||
| Vested | (7,188) | $ | 41.90 | ||||||||
| Forfeited | (2,139) | $ | 38.42 | ||||||||
Restricted stock unit awards at December 31, 2019 | 18,782 | $ | 37.05 | ||||||||
Granted (4) | 20,346 | $ | 24.85 | ||||||||
| Vested | (9,578) | $ | 36.36 | ||||||||
| Forfeited | (2,060) | $ | 30.07 | ||||||||
Restricted stock unit awards at December 31, 2020 | 27,490 | $ | 28.64 | ||||||||
____________________
(1)Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.
(2)The aggregate grant date fair value of restricted stock unit awards issued during 2018 was $0.6 million based on a grant date market price of our common shares of $43.00 per share.
(3)The aggregate grant date fair value of restricted stock unit awards issued during 2019 was $0.5 million based on a grant date market price of our common shares of $34.00 per share.
(4)The aggregate grant date fair value of restricted stock unit awards issued during 2020 was $0.5 million based on grant date market prices of our common shares ranging from $24.77 to $26.23 per share.
Unrecognized compensation cost associated with restricted stock unit awards was approximately $0.3 million at December 31, 2020. Due to the graded vesting provisions of these awards, we expect to recognize the remaining compensation cost for these awards over a weighted-average period of 1.4 years.
Performance Share Unit Awards
An award granted as performance-based compensation is awarded to a participant contingent upon attainment of our future performance goals during a performance cycle. Performance goals are pre-established by the Compensation Committee. Following the end of the performance period, the holder of a performance-based compensation award is entitled to receive payment of an amount not exceeding the number of shares of common stock subject to, or the maximum value of, the performance-based compensation award, based on the achievement of the performance measures for the performance period. The performance share unit awards generally vest in full approximately years after grant date, and are non-vested until the required service period expires.
The fair value of a performance share unit award is based on the market price per share of our common shares on the date of grant. Compensation expense is recognized based on the grant date fair value over the requisite service or vesting period. Compensation expense is generally adjusted for the performance goals on a quarterly basis.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents performance share unit award activity for the periods indicated:
| Weighted- | ||||||||||||||
| Average Grant | ||||||||||||||
| Number of | Date Fair Value | |||||||||||||
| Shares | per Share (1) | |||||||||||||
Performance share unit awards at January 1, 2018 | — | $ | — | |||||||||||
Granted (2) | 7,932 | $ | 43.00 | |||||||||||
Performance factor decrease (3) | (3,966) | $ | 43.00 | |||||||||||
| Vested | — | $ | — | |||||||||||
| Forfeited | — | $ | — | |||||||||||
Performance share unit awards at December 31, 2018 | 3,966 | $ | 43.00 | |||||||||||
Granted (4) | 8,094 | $ | 34.00 | |||||||||||
Performance factor decrease (3) | (7,312) | $ | 34.23 | |||||||||||
| Vested | (416) | $ | 43.00 | |||||||||||
| Forfeited | (1,545) | $ | 37.37 | |||||||||||
Performance share unit awards at December 31, 2019 | 2,787 | $ | 43.00 | |||||||||||
Granted (5) | 10,781 | $ | 24.92 | |||||||||||
Performance factor increase (3) | 3,981 | $ | 24.92 | |||||||||||
| Vested | (713) | $ | 28.55 | |||||||||||
| Forfeited | (595) | $ | 30.22 | |||||||||||
Performance share unit awards at December 31, 2020 | 16,241 | $ | 27.67 | |||||||||||
____________________
(1)Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.
(2)The aggregate grant date fair value of performance share unit awards issued during 2018 was $0.2 million based on a grant date market price of our common shares of $43.00 per share and assuming a performance factor of 100 percent.
(3)The performance factor for awards granted in 2018 was lowered to 47.5 percent based on a comparison of actual results for 2018 to performance goals. The performance factor for awards granted in 2019 was lowered to 0 percent based upon a comparison of actual results for 2019 to performance goals. The performance factor for awards granted in 2020 was increased to 138.5 percent based upon a comparison of actual results for 2020 to performance goals.
(4)The aggregate grant date fair value of performance share unit awards issued during 2019 was $0.3 million based on a grant date market price of our common shares of $34.00 per share and assuming a performance factor of 100 percent.
(5)The aggregate grant date fair value of performance share unit awards issued during 2020 was $0.2 million based on grant date market prices of our common shares ranging from $24.77 to $26.23 per share and assuming a performance factor of 100 percent.
Unrecognized compensation cost associated with performance share unit awards was approximately $0.3 million at December 31, 2020. We expect to recognize the remaining compensation cost for these awards over a weighted-average period of 2.1 years.
76
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15. Supplemental Cash Flow Information
Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
Cash paid for interest | $ | 444 | $ | 636 | $ | 109 | |||||||||||
Cash paid for federal and state income taxes | 418 | 234 | 787 | ||||||||||||||
| Cash refund for NOL carryback under CARES Act | 2,703 | — | — | ||||||||||||||
Non-cash transactions: | |||||||||||||||||
Change in accounts payable related to property and equipment additions | (1,237) | (448) | 1685 | ||||||||||||||
Property and equipment acquired under finance leases | 11,412 | 4,148 | 2,898 | ||||||||||||||
Issuance of common shares in asset acquisition (see Note 6) | — | 392 | — | ||||||||||||||
| Receivable for sale of property and equipment | — | 952 | — | ||||||||||||||
See Note 16 for information related to non-cash transactions related to the adoption of the new lease accounting standard.
Note 16. Leases
Adoption of ASC 842
In February 2016, the Financial Accounting Standards Board issued Accounting Standards Codification 842, Leases (“ASC 842”), which requires lessees to recognize a ROU asset and a corresponding lease liability for leases with terms longer than twelve months. We adopted the new standard effective January 1, 2019, using a modified retrospective transition method and applied certain optional transitional practical expedients.
We elected an optional transition method that allowed application of the new standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption with no adjustment to previously reported results. In accordance with this approach, our consolidated financial statements for periods prior to January 1, 2019 were not revised to reflect the new lease accounting guidance. We also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification. We did not elect the practical expedient related to hindsight.
ASC 842 changes the way our operating leases are recorded, presented and disclosed in our consolidated financial statements. Upon adoption of ASC 842 on January 1, 2019, we recognized a ROU asset and a corresponding lease liability based on the present value of then existing operating lease obligations of approximately $11.4 million on our consolidated balance sheet. In addition, there are several key accounting policy elections that we made upon adoption of ASC 842 including:
•We did not recognize ROU assets and lease liabilities for short-term leases and instead record them in a manner similar to operating leases under ASC 840, Leases, lease accounting guidelines. A short term lease is one with a maximum lease term of 12 months or less and does not include a purchase option or renewal option the lessee is reasonably certain to exercise.
•We have also elected the non-lease component practical expedient for any asset class where lease and non-lease components are comingled and the non-lease component is determined to be insignificant when compared to the lease component.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lease Recognition
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, current liabilities and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, current liabilities and long-term finance lease liabilities in the consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. For determining the present value of lease payments, we use the discount rate implicit in the lease when readily determinable. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate in determining the present value of lease payments that approximates the rate of interest we would have to pay to borrow on a collateralized basis over a similar term. At adoption, the ROU asset also includes any lease payment made and excludes lease incentives and initial direct costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
We are a lessee in noncancellable (i) operating leases for office space, equipment and lease and terminal access contracts for tank storage and dock access for our crude oil marketing business, and (ii) finance leases for tractors, trailers, a tank storage and throughput arrangement in our crude oil marketing business and office equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Our lease agreements have remaining lease terms ranging from one year to approximately eight years. Four of our finance lease agreements for tractors and trailers contain residual value guarantee provisions, which would become due at the expiration of the finance lease if the fair value of the lease vehicles is less than the guaranteed residual value. At December 31, 2020, we have recorded a liability of $1.8 million for the estimated end of term loss related to these residual value guarantees as we expect that we will pay the full amount of the guarantees at the end of the leases.
Our lease agreements do not contain any leases with variable lease payments (i.e., payments that depend on a percentage of sales of a lessee or payments that increase based upon an index such as CPI), residual value guarantees probable of being paid other than those noted above or material restrictive covenants. Lease agreements with lease and non-lease components are generally accounted for separately when practical. For leases where the lease and non-lease component are comingled and the non-lease component is determined to be insignificant when compared to the lease component, the lease and the non-lease components are treated as a single lease component for all asset classes.
Some leases include one or more options to renew, with renewal terms that can extend the lease term for generally one year with exercise of lease renewal options being at our sole discretion as lessee.
The following table provides the components of lease expense the periods indicated (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Finance lease cost: | ||||||||||||||
| Amortization of ROU assets | $ | 2,547 | $ | 1,807 | ||||||||||
| Interest on lease liabilities | 300 | 295 | ||||||||||||
| Operating lease cost | 2,718 | 2,933 | ||||||||||||
| Short-term lease cost | 11,020 | 9,627 | ||||||||||||
| Total lease expense | $ | 16,585 | $ | 14,662 | ||||||||||
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides supplemental cash flow and other information related to leases for the periods indicated (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Cash paid for amounts included in measurement of lease liabilities: | ||||||||||||||
Operating cash flows from operating leases (1) | $ | 2,717 | $ | 2,934 | ||||||||||
| Operating cash flows from finance leases | 291 | 295 | ||||||||||||
| Financing cash flows from finance leases | 2,336 | 1,697 | ||||||||||||
| ROU assets obtained in exchange for new lease liabilities: | ||||||||||||||
Finance leases (2) | 11,412 | 4,148 | ||||||||||||
| Operating leases | 819 | 12,006 | ||||||||||||
______________
(1)Amounts are included in Other operating activities on the consolidated cash flow statements.
(2)2020 amount consists of a finance lease agreements for 58 tractors with year terms, 40 trailers with a year term that we entered into in connection with the CTL acquisition (see Note 6 for further information) and other office equipment.
The following table provides the lease terms and discount rates for the periods indicated:
| Year Ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Weighted-average remaining lease term (years): | ||||||||||||||
| Finance leases | 4.16 | 3.03 | ||||||||||||
| Operating leases | 4.57 | 4.78 | ||||||||||||
| Weighted-average discount rate: | ||||||||||||||
| Finance leases | 3.0 | % | 4.9 | % | ||||||||||
| Operating leases | 4.3 | % | 5.0 | % | ||||||||||
The following table provides supplemental balance sheet information related to leases at the dates indicated (in thousands):
| December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Assets | ||||||||||||||
Finance lease ROU assets (1) | $ | 15,251 | $ | 6,384 | ||||||||||
| Operating lease ROU assets | 8,051 | 9,576 | ||||||||||||
| Liabilities | ||||||||||||||
| Current | ||||||||||||||
| Finance lease liabilities | 4,112 | 2,167 | ||||||||||||
| Operating lease liabilities | 2,050 | 2,252 | ||||||||||||
| Noncurrent | ||||||||||||||
| Finance lease liabilities | 11,507 | 4,376 | ||||||||||||
| Operating lease liabilities | 6,000 | 7,323 | ||||||||||||
______________
(1)Amounts are included in Property and equipment, net on the consolidated balance sheets.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides maturities of undiscounted lease liabilities at December 31, 2020 (in thousands):
| Finance | Operating | |||||||||||||
| Lease | Lease | |||||||||||||
| 2021 | $ | 4,496 | $ | 2,343 | ||||||||||
| 2022 | 3,562 | 2,002 | ||||||||||||
| 2023 | 2,764 | 1,821 | ||||||||||||
| 2024 | 1,969 | 1,700 | ||||||||||||
| 2025 | 2,992 | 222 | ||||||||||||
| Thereafter | 802 | 675 | ||||||||||||
| Total lease payments | 16,585 | 8,763 | ||||||||||||
| Less: Interest | (966) | (713) | ||||||||||||
| Present value of lease liabilities | 15,619 | 8,050 | ||||||||||||
| Less: Current portion of lease obligation | (4,112) | (2,050) | ||||||||||||
| Total long-term lease obligation | $ | 11,507 | $ | 6,000 | ||||||||||
The following table provides maturities of undiscounted lease liabilities at December 31, 2019 (in thousands):
| Finance | Operating | |||||||||||||
| Lease | Lease | |||||||||||||
| 2020 | $ | 2,426 | $ | 2,660 | ||||||||||
| 2021 | 2,426 | 2,256 | ||||||||||||
| 2022 | 1,492 | 1,914 | ||||||||||||
| 2023 | 642 | 1,776 | ||||||||||||
| 2024 | 37 | 1,668 | ||||||||||||
| Thereafter | — | 443 | ||||||||||||
| Total lease payments | 7,023 | 10,717 | ||||||||||||
| Less: Interest | (480) | (1,142) | ||||||||||||
| Present value of lease liabilities | 6,543 | 9,575 | ||||||||||||
| Less: Current portion of lease obligation | (2,167) | (2,252) | ||||||||||||
| Total long-term lease obligation | $ | 4,376 | $ | 7,323 | ||||||||||
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Commitments and Contingencies
Insurance
We have accrued liabilities for estimated workers’ compensation and other casualty claims incurred based upon claim reserves plus an estimate for loss development and incurred but not reported claims. We self-insure a significant portion of expected losses relating to workers’ compensation, general liability and automobile liability, with a self-insured retention of $1.0 million. Insurance is purchased over our retention to reduce our exposure to catastrophic events. We also share 20 percent of the risk of loss, capped at $1.0 million for any claims in excess of $5.0 million. Estimates are recorded for potential and incurred outstanding liabilities for workers’ compensation, auto and general liability claims and claims that are incurred but not reported. Estimates are based on adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry that we believe are reliable. We have also engaged a third-party actuary to perform a review of our accrued liability for these claims as well as potential funded losses in our captive insurance company. Insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices and the selection of estimated loss among estimates derived using different methods. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs.
On October 1, 2020, we elected to utilize a wholly owned insurance captive to insure the self-insured retention for our workers’ compensation, general liability and automobile liability insurance programs. All accrued liabilities associated with periods from October 1, 2017 through current were transferred to the captive.
We maintain excess property and casualty reinsurance programs with third-party insurers in an effort to limit the financial impact of significant events covered under these programs. Our operating subsidiaries pay premiums to both the excess and reinsurance carriers and our captive for the estimated losses based on an external actuarial analysis. These premiums held by our wholly owned captive are currently held in a restricted account, resulting in a transfer of risk from our operating subsidiaries to the captive.
We also maintain a self-insurance program for managing employee medical claims in excess of employee deductibles. As claims are paid, the liability is relieved. We also maintain third party insurance stop-loss coverage for individual medical claims exceeding a certain minimum threshold. In addition, we maintain $1.4 million of umbrella insurance coverage for annual aggregate medical claims exceeding approximately $7.5 million.
Our accruals for automobile, workers’ compensation and medical claims were as follows at the dates indicated (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
Pre-funded premiums for losses incurred but not reported | $ | 55 | $ | 168 | |||||||
Accrued automobile and workers’ compensation claims | 3,171 | 2,956 | |||||||||
| Accrued medical claims | 915 | 1,016 | |||||||||
Legal Proceedings
On August 15, 2019, we received a notice from the Internal Revenue Service (the “IRS”) regarding a proposed penalty of approximately $1.2 million for our 2017 tax year information returns. The notice alleged that certain taxpayer identification numbers supplied to the IRS for our returns in 2017 were either missing or incorrect and that certain filings were late. We responded to the IRS on September 25, 2019 disputing the proposed penalty and requested that the amount be waived, abated or a hearing held. On March 11, 2020, we received a response from the IRS indicating that they had reviewed our response and waived the full penalty. As such, this matter will not have a material impact on our consolidated financial position, results of operations or cash flows.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Litigation
From time to time as incidental to our operations, we may become involved in various lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, we are a party to motor vehicle accidents, worker compensation claims and other items of general liability as would be typical for the industry. We are presently unaware of any claims against us 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 our financial position, results of operations or cash flows.
Guarantees
We issue parent guarantees of commitments associated with the activities of our subsidiary companies. The guarantees generally result from subsidiary commodity purchase obligations, subsidiary operating lease commitments and subsidiary banking transactions. The nature of these arrangements is to guarantee the performance of the subsidiary in meeting their respective underlying obligations. We would only be called upon to perform under the guarantee in the event of a payment default by the applicable subsidiary company. In satisfying these obligations, we would first look to the assets of the defaulting subsidiary company.
At December 31, 2020, parental guaranteed obligations were approximately $24.1 million. Currently, neither we nor any of our subsidiaries has any other types of guarantees outstanding that require liability recognition, except for the residual value guarantees for certain of our finance leases (see Note 16 for further discussion).
Note 18. Concentration of Credit Risk
We may incur credit risk to the extent our customers do not fulfill their obligations to us pursuant to contractual terms. Risks of nonpayment and nonperformance by our customers are a major consideration in our business, and our credit procedures and policies may not be adequate to sufficiently eliminate customer credit risk. Managing credit risk involves a number of considerations, such as the financial profile of the customer, the value of collateral held, if any, specific terms and duration of the contractual agreement, and the customer’s sensitivity to economic developments. We have established various procedures to manage credit exposure, including initial credit approval, credit limits and rights of offset. We also utilize letters of credit and guarantees to limit exposure.
Our largest customers consist of large multinational integrated crude oil companies and independent domestic refiners of crude oil. In addition, we transact business with independent crude oil producers, major chemical companies, crude oil trading companies and a variety of commercial energy users. Within this group of customers, we derive approximately 50 percent of our revenues from three to five large crude oil refining customers. While we have ongoing established relationships with certain domestic refiners of crude oil, alternative markets are readily available since we supply less than one percent of U.S. domestic refiner demand. As a fungible commodity delivered to major Gulf Coast supply points, our crude oil sales can be readily delivered to alternative end markets.
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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables reflect the percentages of individual customer sales in excess of 10 percent of our consolidated revenues and individual customer receivables in excess of 10 percent of our total consolidated receivables for the periods indicated. We believe that a loss of any of the customers where we currently derive more than 10 percent of our revenues would not have a material adverse effect on our operations.
| Individual customer sales | Individual customer receivables in excess | |||||||||||||||||||||||||||||||
| in excess of 10% of revenues | of 10% of total receivables | |||||||||||||||||||||||||||||||
| Year Ended December 31, | December 31, | |||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||
| 24.0 | % | 37.3 | % | 27.3 | % | 11.3 | % | 16.6 | % | 18.4 | % | |||||||||||||||||||||
| 10.8 | % | 11.4 | % | 14.1 | % | 10.9 | % | 12.6 | % | 11.9 | % | |||||||||||||||||||||
| 10.7 | % | |||||||||||||||||||||||||||||||
| 10.4 | % | |||||||||||||||||||||||||||||||
Note 19. Quarterly Financial Information (Unaudited)
The following table presents selected quarterly financial data for the periods indicated (in thousands, except per share data):
| First | Second | Third | Fourth | ||||||||||||||||||||
| Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||
Year Ended December 31, 2020 | |||||||||||||||||||||||
Revenues | $ | 353,477 | $ | 152,286 | $ | 266,904 | $ | 249,755 | |||||||||||||||
Operating (losses) earnings (1) | (19,940) | 2,935 | 6,056 | 5,202 | |||||||||||||||||||
Net (losses) earnings | (11,427) | 3,503 | 3,073 | 5,846 | |||||||||||||||||||
Earnings (losses) per share: (2) | |||||||||||||||||||||||
Basic net (losses) earnings per share | $ | (2.70) | $ | 0.83 | $ | 0.72 | $ | 1.38 | |||||||||||||||
Diluted net (losses) earnings per share | $ | (2.69) | $ | 0.82 | $ | 0.72 | $ | 1.37 | |||||||||||||||
Year Ended December 31, 2019 | |||||||||||||||||||||||
Revenues | $ | 445,168 | $ | 484,433 | $ | 450,307 | $ | 431,339 | |||||||||||||||
| Operating earnings (losses) | 5,253 | (643) | 303 | 2,887 | |||||||||||||||||||
| Net earnings | 4,908 | 6 | 640 | 2,653 | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic net earnings per share | $ | 1.16 | $ | — | $ | 0.15 | $ | 0.63 | |||||||||||||||
| Diluted net earnings per share | $ | 1.16 | $ | — | $ | 0.15 | $ | 0.63 | |||||||||||||||
____________________
(1)The first quarter of 2020 includes inventory valuation losses of approximately $24.2 million in our crude oil marketing segment.
(2)The sum of our quarterly earnings (losses) per share amounts may not equal our full year amounts due to slight rounding differences.
83
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As of the end of the period covered by this annual report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, as of the end of the period covered by this annual report, our Chief Executive Officer and our Chief Financial Officer concluded:
(i) that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and
(ii) that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fourth quarter of 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2020
Management of Adams Resources & Energy, Inc. and its consolidated subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management, including the Company’s Chief Executive Officer and Chief Financial Officer, concluded that internal control over financial reporting was effective as of December 31, 2020.
KPMG LLP has issued its attestation report regarding our internal control over financial reporting. That report is included within this Item 9A (See “Report of Independent Registered Public Accounting Firm”).
84
Pursuant to the requirements of Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended, this annual report on Internal Control Over Financial Reporting has been signed below by the following persons on behalf of the registrant and in their respective capacities indicated below on March 5, 2021.
/s/ Kevin J. Roycraft | /s/ Tracy E. Ohmart | |||||||
Kevin J. Roycraft | Tracy E. Ohmart | |||||||
Chief Executive Officer | Chief Financial Officer | |||||||
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Adams Resources & Energy, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Adams Resources & Energy, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated March 5, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting as of December 31, 2020. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
85
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Houston, Texas
March 5, 2021
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included in our definitive Proxy Statement in connection with our 2021 Annual Meeting of Shareholders (the “2021 Proxy Statement”), which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, under the headings “Election of Directors,” “Executive Officers” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be set forth in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, under the headings “Executive Compensation” and “2020 Director Compensation” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be set forth in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be set forth in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, under the headings “Transactions with Related Parties” and “Director Independence” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be set forth in our 2021 Proxy Statement, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, under the heading “Principal Accounting Fees and Services” and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as a part of this annual report:
(1) Financial Statements: See “Index to Consolidated Financial Statements” beginning on page 42 of this annual report for the financial statements included herein.
(2) Financial Statement Schedules: The separate filing of financial statement schedules has been omitted because such schedules are either not applicable or the information called for therein appears in the footnotes of our Consolidated Financial Statements.
(3) Exhibits:
Exhibit Number | Exhibit | ||||
| 3.1 | |||||
3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
10.1+ | |||||
| 10.2 | |||||
10.3+ | |||||
10.4+ | |||||
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Exhibit Number | Exhibit | ||||
10.5+ | |||||
10.6+ | |||||
| 10.7+ | |||||
| 10.8+ | |||||
| 10.9 | |||||
| 10.10 | |||||
| 10.11* | |||||
| 10.12 | |||||
| 14.1 | |||||
21* | |||||
| 23.1* | |||||
31.1* | |||||
31.2* | |||||
32.1* | |||||
32.2* | |||||
101.CAL* | Inline XBRL Calculation Linkbase Document | ||||
101.DEF* | Inline XBRL Definition Linkbase Document | ||||
101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
101.LAB* | Inline XBRL Labels Linkbase Document | ||||
101.PRE* | Inline XBRL Presentation Linkbase Document | ||||
101.SCH* | Inline XBRL Schema Document | ||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
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_______________________
* Filed or furnished (in the case of Exhibits 32.1 and 32.2) with this report.
+ Management contract or compensation plan or arrangement.
Item 16. Form 10-K Summary.
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 5, 2021.
ADAMS RESOURCES & ENERGY, INC. | ||||||||
(Registrant) | ||||||||
By: | /s/ Kevin J. Roycraft | |||||||
Kevin J. Roycraft | ||||||||
Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
By: | /s/ Tracy E. Ohmart | |||||||
Tracy E. Ohmart | ||||||||
Chief Financial Officer | ||||||||
(Principal Financial Officer and Principal | ||||||||
Accounting Officer) | ||||||||
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on March 5, 2021.
| Signature | Title | |||||||
| /s/ Townes G. Pressler | Director and Chairman of the Board | |||||||
| Townes G. Pressler | ||||||||
| /s/ Murray E. Brasseux | Director | |||||||
| Murray E. Brasseux | ||||||||
| /s/ Dennis E. Dominic | Director | |||||||
| Dennis E. Dominic | ||||||||
| /s/ Michelle A. Earley | Director | |||||||
| Michelle A. Earley | ||||||||
| /s/ Richard C. Jenner | Director | |||||||
| Richard C. Jenner | ||||||||
| /s/ John O. Niemann Jr. | Director | |||||||
| John O. Niemann Jr. | ||||||||
| /s/ W.R. Scofield | Director | |||||||
| W.R. Scofield | ||||||||
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