Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-07908 | |
Entity Registrant Name | ADAMS RESOURCES & ENERGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-1753147 | |
Entity Address, Address Line One | 17 South Briar Hollow Lane | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77027 | |
City Area Code | 713 | |
Local Phone Number | 881-3600 | |
Title of 12(b) Security | Common Stock, $0.10 Par Value | |
Trading Symbol | AE | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,546,441 | |
Entity Central Index Key | 0000002178 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 16,313 | $ 20,532 |
Restricted cash | 8,575 | 10,535 |
Accounts receivable, net of allowance for doubtful accounts of $117 and $88, respectively | 219,263 | 189,039 |
Inventory | 27,650 | 26,919 |
Derivative assets | 5 | 0 |
Income tax receivable | 510 | 0 |
Prepayments and other current assets | 2,470 | 3,118 |
Total current assets | 274,786 | 250,143 |
Property and equipment, net | 111,042 | 106,425 |
Operating lease right-of-use assets, net | 6,212 | 7,720 |
Intangible assets, net | 8,407 | 9,745 |
Goodwill | 6,673 | 6,428 |
Other assets | 3,475 | 3,698 |
Total assets | 410,595 | 384,159 |
Current liabilities: | ||
Derivative liabilities | 0 | 330 |
Current portion of finance lease obligations | 6,863 | 4,382 |
Current portion of operating lease liabilities | 2,769 | 2,712 |
Current portion of long-term debt | 2,500 | 0 |
Other current liabilities | 13,856 | 19,214 |
Total current liabilities | 252,601 | 231,060 |
Other long-term liabilities: | ||
Long-term debt | 20,000 | 24,375 |
Asset retirement obligations | 2,499 | 2,459 |
Finance lease obligations | 22,292 | 12,085 |
Operating lease liabilities | 3,446 | 5,007 |
Deferred taxes and other liabilities | 15,696 | 15,996 |
Total liabilities | 316,534 | 290,982 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Preferred stock – $1.00 par value, 960,000 shares authorized, none outstanding | 0 | 0 |
Common stock – $0.10 par value, 7,500,000 shares authorized, 2,546,441 and 2,495,484 shares outstanding, respectively | 253 | 248 |
Contributed capital | 21,653 | 19,965 |
Retained earnings | 72,155 | 72,964 |
Total shareholders’ equity | 94,061 | 93,177 |
Total liabilities and shareholders’ equity | 410,595 | 384,159 |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable | 226,613 | 204,391 |
Accounts payable – related party | 226,613 | 204,391 |
Related Party | ||
Current liabilities: | ||
Accounts payable | 0 | 31 |
Accounts payable – related party | $ 0 | $ 31 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance for doubtful accounts | $ 117 | $ 88 |
Shareholders’ equity: | ||
Preferred stock - par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock - shares authorized (in shares) | 960,000 | 960,000 |
Preferred stock - shares outstanding (in shares) | 0 | 0 |
Common stock - par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock - shares authorized (in shares) | 7,500,000 | 7,500,000 |
Common stock - shares outstanding (in shares) | 2,546,441 | 2,495,484 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Billings to KSA and affiliates | $ 760,614 | $ 852,901 | $ 2,035,542 | $ 2,619,196 |
Costs and expenses: | ||||
General and administrative | 4,162 | 4,630 | 10,649 | 12,860 |
Depreciation and amortization | 6,936 | 6,008 | 21,289 | 16,109 |
Total costs and expenses | 756,689 | 849,908 | 2,032,467 | 2,605,095 |
Operating earnings | 3,925 | 2,993 | 3,075 | 14,101 |
Other income (expense): | ||||
Interest and other income | 119 | 338 | 893 | 665 |
Interest expense | (1,027) | (119) | (2,525) | (369) |
Total other (expense) income, net | (908) | 219 | (1,632) | 296 |
Earnings before income taxes | 3,017 | 3,212 | 1,443 | 14,397 |
Income tax (provision) benefit | (759) | (1,022) | (357) | (3,641) |
Net earnings | $ 2,258 | $ 2,190 | $ 1,086 | $ 10,756 |
Earnings per share: | ||||
Basic net earnings per common share (in dollars per share) | $ 0.89 | $ 0.50 | $ 0.43 | $ 2.46 |
Diluted net earnings per common share (in dollars per share) | 0.88 | 0.50 | 0.42 | 2.44 |
Dividends per common share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.72 | $ 0.72 |
Marketing | ||||
Revenues: | ||||
Billings to KSA and affiliates | $ 719,925 | $ 814,394 | $ 1,913,673 | $ 2,524,465 |
Costs and expenses: | ||||
Cost of goods and services sold | 710,169 | 807,316 | 1,894,416 | 2,498,474 |
Transportation | ||||
Revenues: | ||||
Billings to KSA and affiliates | 24,206 | 29,830 | 75,103 | 86,054 |
Costs and expenses: | ||||
Cost of goods and services sold | 19,642 | 23,732 | 62,315 | 68,271 |
Pipeline and storage | ||||
Revenues: | ||||
Billings to KSA and affiliates | 59 | 0 | 308 | 0 |
Costs and expenses: | ||||
Cost of goods and services sold | 659 | 640 | 2,350 | 1,799 |
Logistics and repurposing | ||||
Revenues: | ||||
Billings to KSA and affiliates | 16,424 | 8,677 | 46,458 | 8,677 |
Costs and expenses: | ||||
Cost of goods and services sold | $ 15,121 | $ 7,582 | $ 41,448 | $ 7,582 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net earnings | $ 1,086 | $ 10,756 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 21,289 | 16,109 |
Gains on sales of property | (1,429) | (1,709) |
Provision for doubtful accounts | 29 | (20) |
Stock-based compensation expense | 1,044 | 712 |
Change in contingent consideration liability | (2,566) | 0 |
Deferred income taxes | 3 | (1,761) |
Net change in fair value contracts | (335) | (1,884) |
Changes in assets and liabilities: | ||
Accounts receivable | (30,253) | (56,060) |
Accounts receivable/payable, affiliates | (31) | 17 |
Inventories | (731) | (10,259) |
Income tax receivable | (510) | 6,424 |
Prepayments and other current assets | 648 | 468 |
Accounts payable | 22,239 | 46,925 |
Accrued liabilities | (2,709) | 6,489 |
Other | 64 | (375) |
Net cash provided by operating activities | 7,838 | 15,832 |
Investing activities: | ||
Property and equipment additions | (8,917) | (6,797) |
Acquisition of Firebird and Phoenix, net of cash acquired | 0 | (33,590) |
Proceeds from property sales | 3,078 | 2,209 |
Insurance and state collateral refunds | 0 | 331 |
Net cash used in investing activities | (5,839) | (37,847) |
Financing activities: | ||
Borrowings under Credit Agreement | 76,000 | 45,000 |
Repayments under Credit Agreement | (77,875) | (30,000) |
Principal repayments of finance lease obligations | (4,944) | (3,491) |
Net proceeds from sale of equity | 549 | 283 |
Dividends paid on common stock | (1,908) | (3,180) |
Net cash (used in) provided by financing activities | (8,178) | 8,612 |
Increase (Decrease) in cash and cash equivalents, including restricted cash | (6,179) | (13,403) |
Cash and cash equivalents, including restricted cash, at beginning of period | 31,067 | 107,317 |
Cash and cash equivalents, including restricted cash, at end of period | $ 24,888 | $ 93,914 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Contributed Capital | Retained Earnings |
Beginning balance at Dec. 31, 2021 | $ 160,386 | $ 433 | $ 16,913 | $ 143,040 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 6,090 | 6,090 | ||
Stock-based compensation expense | 195 | 195 | ||
Vesting of restricted awards | 0 | 2 | (2) | |
Cancellation of shares withheld to cover taxes upon vesting of restricted awards | (86) | (86) | ||
Dividends declared: | ||||
Common stock, $0.24/share | (1,048) | (1,048) | ||
Awards under LTIP, $0.24/share | (16) | (16) | ||
Ending balance at Mar. 31, 2022 | 165,521 | 435 | 17,020 | 148,066 |
Beginning balance at Dec. 31, 2021 | 160,386 | 433 | 16,913 | 143,040 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 10,756 | |||
Issuance of common shares for acquisition | 1,364 | |||
Ending balance at Sep. 30, 2022 | 169,251 | 438 | 18,218 | 150,595 |
Beginning balance at Mar. 31, 2022 | 165,521 | 435 | 17,020 | 148,066 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 2,476 | 2,476 | ||
Stock-based compensation expense | 263 | 263 | ||
Cancellation of shares withheld to cover taxes upon vesting of restricted awards | (24) | (24) | ||
Shares sold under at-the-market offering program | 283 | 1 | 282 | |
Dividends declared: | ||||
Common stock, $0.24/share | (1,049) | (1,049) | ||
Awards under LTIP, $0.24/share | (18) | (18) | ||
Ending balance at Jun. 30, 2022 | 167,452 | 436 | 17,541 | 149,475 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 2,190 | 2,190 | ||
Stock-based compensation expense | 254 | 254 | ||
Issuance of common shares for acquisition | 425 | 2 | 423 | |
Dividends declared: | ||||
Common stock, $0.24/share | (1,054) | (1,054) | ||
Awards under LTIP, $0.24/share | (16) | (16) | ||
Ending balance at Sep. 30, 2022 | 169,251 | 438 | 18,218 | 150,595 |
Beginning balance at Dec. 31, 2022 | 93,177 | 248 | 19,965 | 72,964 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | (1,999) | (1,999) | ||
Stock-based compensation expense | 283 | 283 | ||
Vesting of restricted awards | 0 | 3 | (3) | |
Cancellation of shares withheld to cover taxes upon vesting of restricted awards | (222) | (222) | ||
Shares sold under at-the-market offering program | 549 | 1 | 548 | |
Dividends declared: | ||||
Common stock, $0.24/share | (608) | (608) | ||
Awards under LTIP, $0.24/share | (25) | (25) | ||
Ending balance at Mar. 31, 2023 | 91,155 | 252 | 20,571 | 70,332 |
Beginning balance at Dec. 31, 2022 | 93,177 | 248 | 19,965 | 72,964 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 1,086 | |||
Issuance of common shares for acquisition | 0 | |||
Ending balance at Sep. 30, 2023 | 94,061 | 253 | 21,653 | 72,155 |
Beginning balance at Mar. 31, 2023 | 91,155 | 252 | 20,571 | 70,332 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 827 | 827 | ||
Stock-based compensation expense | 372 | 372 | ||
Dividends declared: | ||||
Common stock, $0.24/share | (608) | (608) | ||
Awards under LTIP, $0.24/share | (25) | (25) | ||
Ending balance at Jun. 30, 2023 | 91,721 | 252 | 20,943 | 70,526 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) earnings | 2,258 | 2,258 | ||
Stock-based compensation expense | 389 | 389 | ||
Vesting of restricted awards | 322 | 1 | 321 | |
Dividends declared: | ||||
Common stock, $0.24/share | (609) | (609) | ||
Awards under LTIP, $0.24/share | (20) | (20) | ||
Ending balance at Sep. 30, 2023 | $ 94,061 | $ 253 | $ 21,653 | $ 72,155 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Dividends per common share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 |
Awards under LTIP (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 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, truck and pipeline transportation of crude oil, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). In addition, we 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 eighteen terminals across the U.S. We also recycle and repurpose off-specification fuels, lubricants, crude oil and other chemicals from producers in the U.S. Unless the context requires otherwise, references to “we,” “us,” “our,” “Adams” 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 four business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; (iii) pipeline transportation, terminalling and storage of crude oil; and (iv) interstate bulk transportation logistics of crude oil, condensate, fuels, oils and other petroleum products and recycling and repurposing of off-specification fuels, lubricants, crude oil and other chemicals. See Note 8 for further information regarding our business segments. Basis of Presentation Our results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of results expected for the full year of 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals necessary for fair presentation. The condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) filed with the SEC on March 16, 2023. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported in the unaudited condensed consolidated balance sheets that totals to the amounts shown in the unaudited condensed consolidated statements of cash flows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Cash and cash equivalents $ 16,313 $ 20,532 Restricted cash: Collateral for outstanding letters of credit (1) 357 892 Captive insurance subsidiary (2) 8,218 9,643 Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 24,888 $ 31,067 _____________ (1) Represents amounts that are held in a segregated bank account by Wells Fargo Bank as collateral for an outstanding letter of credit. (2) $1.5 million of the restricted cash balance relates to the initial capitalization of our captive insurance company formed in late 2020, and the remainder represents amounts paid to our captive insurance company for insurance premiums. Common Shares Outstanding The following table reconciles our outstanding common stock for the periods indicated: Common shares Balance, January 1, 2023 2,495,484 Vesting of restricted stock unit awards (see Note 13) 20,291 Vesting of performance share unit awards (see Note 13) 12,319 Shares withheld to cover taxes upon vesting of equity awards (8,089) Shares sold under at-the-market offering program 14,680 Balance, March 31, 2023 2,534,685 No activity — Balance, June 30, 2023 2,534,685 Vesting of shares issued in acquisition 10,172 Vesting of restricted stock unit awards (see Note 13) 1,584 Balance, September 30, 2023 2,546,441 Earnings Per Share Basic earnings per share is computed by dividing our net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potential common shares outstanding, including shares related to unvested restricted stock unit awards. Unvested restricted stock unit awards granted under the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan, as amended and restated (“2018 LTIP”), or granted as employment inducement awards outside of the 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 13 for further discussion). The calculation of basic and diluted earnings per share was as follows for the periods indicated (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Earnings per share — numerator: Net earnings $ 2,258 $ 2,190 $ 1,086 $ 10,756 Denominator: Basic weighted average number of shares outstanding 2,541 4,387 2,531 4,373 Basic net earnings per share $ 0.89 $ 0.50 $ 0.43 $ 2.46 Diluted earnings per share: Diluted weighted average number of shares outstanding: Common shares 2,541 4,387 2,531 4,373 Restricted stock unit awards 15 20 15 21 Performance share unit awards (1) 14 13 18 12 Total diluted shares 2,570 4,420 2,564 4,406 Diluted net earnings per share $ 0.88 $ 0.50 $ 0.42 $ 2.44 _______________ (1) 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. Equity At-The-Market Offerings During the nine months ended September 30, 2023, we received net proceeds of approximately $0.6 million (net of offering costs to B. Riley Securities, Inc. of $27 thousand) from the sale of 14,680 of our common shares at an average price per share of approximately $40.74 in at-the-market offerings under our At Market Issuance Sales Agreement with B. Riley Securities, Inc. dated December 23, 2020. Fair Value Measurements The carrying amounts reported in the unaudited condensed 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. The fair value of the term loan under our credit agreement (see Note 11 for further information) is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. 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 these 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. 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 current reporting periods (see Note 12 for further information). 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 these items and their respective tax basis. In accordance with U.S. GAAP for interim reporting, we have historically estimated our full-year effective tax rate and applied this rate to ordinary income or loss for the reporting period. We have determined that since small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate, this historical method would not provide reliable results for the three months ended September 30, 2023. Therefore, a discrete year-to-date method of reporting was used for the three months ended September 30, 2023. We will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted. 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 costs and expenses on our consolidated statements of operations. 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 ranging from two We review our long-lived assets for impairment whenever there is evidence that the carrying value of these assets may not be recoverable. Any impairment recognized is permanent and may not be restored. Property and equipment is reviewed at the lowest level of identifiable cash flows. For property and equipment requiring impairment, the fair value is estimated based on an internal discounted cash flow model of future cash flows. See Note 5 for additional information regarding our property and equipment. 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 13 for additional information regarding our 2018 LTIP. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue Disaggregation The following table disaggregates our revenue by segment and by major source for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Crude Oil Marketing: Revenue from contracts with customers: Goods transferred at a point in time $ 710,010 $ 802,707 $ 1,878,735 $ 2,491,066 Services transferred over time 427 — 763 — Total revenues from contracts with customers 710,437 802,707 1,879,498 2,491,066 Other (1) 9,488 11,687 34,175 33,399 Total crude oil marketing revenue $ 719,925 $ 814,394 $ 1,913,673 $ 2,524,465 Transportation: Revenue from contracts with customers: Goods transferred at a point in time $ — $ — $ — $ — Services transferred over time 24,206 29,830 75,103 86,054 Total revenues from contracts with customers 24,206 29,830 75,103 86,054 Other — — — — Total transportation revenue $ 24,206 $ 29,830 $ 75,103 $ 86,054 Pipeline and storage: (2) Revenue from contracts with customers: Goods transferred at a point in time $ — $ — $ — $ — Services transferred over time 59 — 308 — Total revenues from contracts with customers 59 — 308 — Other — — — — Total pipeline and storage revenue $ 59 $ — $ 308 $ — Logistics and repurposing: Revenue from contracts with customers: Goods transferred at a point in time $ 8,545 $ 4,178 $ 25,708 $ 4,178 Services transferred over time 7,879 4,499 20,750 4,499 Total revenues from contracts with customers 16,424 8,677 46,458 8,677 Other — — — — Total logistics and repurposing revenue $ 16,424 $ 8,677 $ 46,458 $ 8,677 Subtotal: Total revenues from contracts with customers $ 751,126 $ 841,214 $ 2,001,367 $ 2,585,797 Total other (1) 9,488 11,687 34,175 33,399 Total consolidated revenues $ 760,614 $ 852,901 $ 2,035,542 $ 2,619,196 _______________ (1) Other crude oil marketing revenues are recognized under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging , and ASC 845, Nonmonetary Transactions – Purchases and Sales of Inventory with the Same Counterparty . (2) All pipeline and storage revenue during the three and nine months ended September 30, 2022 and for the period from January 1, 2023 to May 31, 2023 was from an affiliated shipper, GulfMark Energy, Inc. (“GulfMark”), our subsidiary, and was eliminated in consolidation. During June 2023, we began earning revenue from an unaffiliated shipper. Other Crude Oil Marketing Revenue Certain of the commodity purchase and sale contracts utilized by our crude oil marketing business 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 unaudited condensed 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 unaudited condensed 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): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue gross-up $ 257,965 $ 430,244 $ 785,636 $ 1,156,711 |
Prepayments and Other Current A
Prepayments and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepayments and Other Current Assets | Prepayments and Other Current Assets The components of prepayments and other current assets were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Insurance premiums $ 302 $ 1,220 Rents, licenses and other 2,168 1,898 Total prepayments and other current assets $ 2,470 $ 3,118 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 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 September 30, December 31, in Years 2023 2022 Tractors and trailers 5 – 6 $ 123,694 $ 128,223 Field equipment 2 – 5 24,820 24,676 Finance lease ROU assets (1) 3 – 6 40,023 25,106 Pipeline and related facilities 20 – 25 20,397 20,362 Linefill and base gas (2) N/A 3,922 3,922 Buildings 5 – 39 16,189 16,163 Office equipment 2 – 5 2,964 2,937 Land N/A 4,163 2,309 Construction in progress N/A 4,985 3,629 Total 241,157 227,327 Less accumulated depreciation and amortization (130,115) (120,902) Property and equipment, net $ 111,042 $ 106,425 _______________ (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 15 for further information). Accumulated amortization of the assets presented as “Finance lease ROU assets” was $12.5 million and $9.9 million at September 30, 2023 and December 31, 2022, respectively. (2) Linefill and base gas represents crude oil in the VEX pipeline 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): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Depreciation and amortization, excluding amounts under finance leases $ 4,523 $ 4,392 $ 14,260 $ 11,644 Amortization of property and equipment under finance leases 1,983 1,323 5,691 3,792 Amortization of intangible assets 430 293 1,338 673 Total depreciation and amortization $ 6,936 $ 6,008 $ 21,289 $ 16,109 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition On August 12, 2022, we entered into a purchase agreement with each of Scott Bosard, Trey Bosard and Tyler Bosard (collectively, the “Sellers”) to acquire all of the equity interests of Firebird Bulk Carriers, Inc. (“Firebird”) and Phoenix Oil, Inc. (“Phoenix”) for approximately $39.3 million, consisting of a cash payment of $35.4 million, 45,777 of our common shares valued at $1.4 million, of which 15,259 shares were issued immediately and 30,518 shares will be issued over a three year period, and contingent consideration valued at approximately $2.6 million. We funded the cash consideration using cash on hand at the time of acquisition. Pursuant to the purchase agreement, the purchase price was subject to customary post-closing adjustment provisions, including an earn-out payable to the Sellers to the extent the earnings before interest, taxes, depreciation and amortization (EBITDA) of Phoenix exceeded a specified threshold during the twelve full calendar months after the closing date of the acquisition. Firebird is an interstate bulk motor carrier of crude oil, condensate, fuels, oils and other petroleum products. Firebird is headquartered in Humble, Texas, with six terminal locations throughout Texas, and operates 130 tractors and 209 trailers largely in the Eagle Ford basin. Phoenix is also headquartered in Humble, Texas, and recycles and repurposes off-specification fuels, lubricants, crude oil and other chemicals from producers in the U.S. Firebird and Phoenix have formed our new logistics and repurposing segment. We expect that this acquisition will offer us the opportunity to expand our value chain and market impact, with numerous synergies benefiting the combined companies. We accounted for the acquisition of Firebird and Phoenix under the acquisition method in accordance with ASC 805, Business Combinations. The allocation of purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The purchase price allocation was subject to revision as acquisition-date fair value analyses were completed and if additional information about facts and circumstances that existed at the acquisition date became available. During the second quarter of 2023, we revised the fair value of certain tractors and trailers, resulting in a decrease in the amount allocated to property and equipment of $0.2 million and with a corresponding increase in goodwill. No other changes to the purchase price allocation occurred during the first half of 2023. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, was finalized during the second quarter of 2023. The following table presents the final purchase price allocation of the indentifiable assets acquired and liabilities assumed at the acquisition date of August 12, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 2,203 Accounts receivable 4,653 Inventory 643 Other current assets 137 Property and equipment 24,809 Intangible assets 7,607 Goodwill 6,673 Other assets 458 Total assets acquired $ 47,183 Liabilities assumed: Accounts payable and other accrued liabilities $ (1,696) Deferred tax liabilities (6,207) Total liabilities assumed $ (7,903) Net assets acquired $ 39,280 During the second quarter of 2023, based upon a review of the contingent consideration calculation terms, we determined that no payment would be made to the Sellers, and as such, we adjusted our accrual of $2.6 million that had been recorded as part of the purchase price allocation. The reversal of the accrual for the contingent consideration is included in general and administrative expense on our unaudited condensed consolidated statements of operations. Unaudited Pro Forma Financial Information The unaudited pro forma condensed consolidated results of operations in the table below are provided for illustrative purposes only and summarize the combined results of our operations and those of Firebird and Phoenix. For purposes of this pro forma presentation, the acquisition of Firebird and Phoenix is assumed to have occurred on January 1, 2022. The pro forma financial information for all periods presented also includes the estimated business combination accounting effects resulting from this acquisition, notably amortization expense from the acquired intangible assets and certain other integration related impacts. This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on January 1, 2022, nor of the results of operations that may be obtained in the future (in thousands, except per share amounts). Three Months Ended Nine Months Ended September 30, September 30, 2022 2022 Revenues $ 860,771 $ 2,663,447 Net earnings 2,295 12,867 Basic net earnings per common share $ 0.52 $ 2.93 Diluted net earnings per common share $ 0.52 $ 2.91 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Components of other assets were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Insurance collateral deposits $ 503 $ 463 State collateral deposits 23 23 Materials and supplies 1,281 1,257 Debt issuance costs 1,343 1,595 Other 325 360 Total other assets $ 3,475 $ 3,698 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe operate and report in four business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; (iii) pipeline transportation, terminalling and storage of crude oil; and (iv) interstate bulk transportation logistics of crude oil, condensate, fuels, oils and other petroleum products and recycling and repurposing of off-specification fuels, lubricants, crude oil and other chemicals. Financial information by reporting segment was as follows for the periods indicated (in thousands): Reporting Segments Crude oil marketing Trans-portation Pipeline and storage Logistics and repurposing (1) Other Total Three Months Ended September 30, 2023 Segment revenues (2) $ 719,925 $ 24,333 $ 770 $ 16,457 $ — $ 761,485 Less: Intersegment revenues (2) — (127) (711) (33) — (871) Revenues $ 719,925 $ 24,206 $ 59 $ 16,424 $ — $ 760,614 Segment operating earnings (losses) (3) 7,664 1,558 (866) (269) — 8,087 Depreciation and amortization 2,092 3,006 266 1,572 — 6,936 Property and equipment additions (4) 140 1,416 182 1,271 — 3,009 Three Months Ended September 30, 2022 Segment revenues (2) $ 814,394 $ 29,896 $ 852 $ 8,677 $ — $ 853,819 Less: Intersegment revenues (2) — (66) (852) — — (918) Revenues $ 814,394 $ 29,830 $ — $ 8,677 $ — $ 852,901 Segment operating earnings (losses) (3) 5,070 3,307 (909) 155 — 7,623 Depreciation and amortization 2,008 2,791 269 940 — 6,008 Property and equipment additions (4) 343 722 817 132 — 2,014 Nine Months Ended September 30, 2023 Segment revenues (2) $ 1,913,673 $ 75,439 $ 2,473 $ 48,984 $ — $ 2,040,569 Less: Intersegment revenues (2) — (336) (2,165) (2,526) — (5,027) Revenues $ 1,913,673 $ 75,103 $ 308 $ 46,458 $ — $ 2,035,542 Segment operating earnings (losses) (3) 12,922 3,515 (2,846) 133 — 13,724 Depreciation and amortization 6,335 9,273 804 4,877 — 21,289 Property and equipment additions (4) (5) 809 2,754 1,423 3,819 112 8,917 Nine Months Ended September 30, 2022 Segment revenues (2) $ 2,524,465 $ 86,207 $ 2,912 $ 8,677 $ — $ 2,622,261 Less: Intersegment revenues (2) — (153) (2,912) — — (3,065) Revenues $ 2,524,465 $ 86,054 $ — $ 8,677 $ — $ 2,619,196 Segment operating earnings (losses) (3) 20,301 9,112 (2,607) 155 — 26,961 Depreciation and amortization 5,690 8,671 808 940 — 16,109 Property and equipment additions (4) 4,351 1,416 890 132 8 6,797 _______________ (1) On August 12, 2022, we acquired a transportation logistics and recycling and repurposing business, resulting in a new operating segment. (2) Segment revenues include intersegment amounts that are eliminated due to consolidation in operating costs and expenses in our unaudited condensed consolidated statements of operations. Intersegment activities are conducted at posted tariff rates where applicable, or otherwise at rates similar to those charged to third parties or rates that we believe approximate market at the time the agreement is executed. (3) Our crude oil marketing segment’s operating earnings (losses) included inventory liquidation gains of $4.9 million and inventory valuation losses $5.1 million for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, our crude oil marketing segment’s operating (losses) earnings included inventory liquidation gains of $2.9 million and $2.1 million, respectively. (4) Our segment property and equipment additions do not include assets acquired under finance leases during the three and nine months ended September 30, 2023 and 2022. See Note 15 for further information. (5) Amounts included in property and equipment additions for Other are additions for computer or other office equipment and a company vehicle 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 before income taxes, as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Segment operating earnings $ 8,087 $ 7,623 $ 13,724 $ 26,961 General and administrative (4,162) (4,630) (10,649) (12,860) Operating earnings 3,925 2,993 3,075 14,101 Interest and other income 119 338 893 665 Interest expense (1,027) (119) (2,525) (369) Earnings before income taxes $ 3,017 $ 3,212 $ 1,443 $ 14,397 Identifiable assets by business segment were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Reporting segment: Crude oil marketing $ 251,449 $ 215,813 Transportation 59,808 60,405 Pipeline and storage 25,123 25,815 Logistics and repurposing 44,264 45,307 Cash and other (1) 29,951 36,819 Total assets $ 410,595 $ 384,159 _______________ (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. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates We enter into certain transactions in the normal course of business with affiliated entities. Activities with affiliates were as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 KSA and affiliate billings to us $ — $ 1 $ — $ 7 Billings to KSA and affiliates — 5 9 15 Rentals paid to an affiliate of KSA — 136 232 388 Payments to an affiliate of KSA for purchase of vehicles (1) — — 157 78 Rentals paid to affiliates of Scott Bosard 125 — 405 — Crude oil purchases from affiliate (2) 9,362 1,403 13,940 1,403 _______________ (1) Amounts paid to West Point Buick GMC were for the purchase of three and two pickup trucks during the nine months ended September 30, 2023 and 2022, respectively. (2) From time to time, GulfMark purchases crude oil from Endeavor Natural Gas, L.P., of which one of our Board members is the Managing Partner. Affiliate transactions included direct cost reimbursement for shared phone and administrative services from KSA Industries, Inc. (“KSA”), an affiliated entity. We lease our corporate office space in a building operated by 17 South Briar Hollow Lane, LLC, an affiliate of KSA. In addition, we purchase pickup trucks from West Point Buick GMC, an affiliate of KSA. KSA was our largest shareholder until October 31, 2022 when we repurchased the common stock owned by it. An affiliate of KSA served on our Board of Directors through the date of our 2023 annual meeting, when he retired. As of May 31, 2023, KSA and its affiliates are no longer related parties. The table above consequently does not reflect any payments to or from KSA after that date. two |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities The components of other current liabilities were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Accrual for payroll, benefits and bonuses $ 5,489 $ 6,435 Accrued automobile and workers’ compensation claims 5,989 5,579 Contingent consideration for acquisition (see Note 6) — 2,566 Accrued medical claims 505 1,007 Accrued taxes 620 2,208 Other 1,253 1,419 Total other current liabilities $ 13,856 $ 19,214 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On October 27, 2022, we entered into a credit agreement (the “Credit Agreement”) with Cadence Bank, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement provides for (a) a revolving credit facility that allows for borrowings up to $60.0 million in aggregate principal amount from time to time (the “Revolving Credit Facility”) and (b) a Term Loan in aggregate principal amount of $25.0 million (the “Term Loan”). The Revolving Credit Facility matures on October 27, 2027 unless earlier terminated. Pursuant to the terms of the Credit Agreement, we are required to maintain compliance with the following financial covenants on a pro forma basis, after giving effect to any borrowings (in each case commencing with the fiscal quarter ending December 31, 2022): (i) the Consolidated Total Leverage Ratio shall not be greater than 2.50 to 1.00; (ii) the Asset Coverage Ratio shall not be less than 2.00 to 1.00; and (iii) the Consolidated Fixed Charge Coverage Ratio shall not be less than 1.25 to 1.00. Each of such ratios is calculated as outlined in the Credit Agreement and subject to certain exclusions and qualifications described therein. On August 2, 2023, we entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement. The Amendment (i) clarifies our ability to exclude crude oil inventory valuation losses (and, to the extent included in our consolidated net income, inventory liquidation gains) from the calculation of Consolidated EBITDA for purposes of the related financial covenants, (ii) provides for the exclusion of unusual and non-recurring losses and expenses from the calculation of Consolidated EBITDA, not to exceed 10.0 percent of Consolidated EBITDA for the period, and (iii) amends the definition of Consolidated Funded Indebtedness to include letters of credit and banker’s acceptances only to the extent such letters of credit or banker’s acceptances have been drawn, for purposes of the Consolidated Total Leverage Ratio calculation in the Credit Agreement. The Amendment applies to our fiscal period ending June 30, 2023 and thereafter. At September 30, 2023, we had $22.5 million outstanding under the Term Loan at a weighted average interest rate of 7.66 percent, and $20.4 million letters of credit outstanding at a fee of 2.25 percent. No amounts were outstanding under the Revolving Credit Facility. The following table presents the scheduled maturities of principal amounts of our debt obligations at September 30, 2023 for the next five years, and in total thereafter (in thousands): Remainder of 2023 $ 625 2024 2,500 2025 2,500 2026 2,500 2027 14,375 Total debt maturities $ 22,500 |
Derivative Instruments and Fair
Derivative Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Fair Value Measurements | Derivative Instruments and Fair Value Measurements 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 material 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. At September 30, 2023, we had in place one derivative instrument, entered into in 2022, for the purchase of 126,000 gallons of diesel fuel per month during January 2023 through December 2023. At December 31, 2022, we had in place three derivative instruments, entered into in 2022 for a total of 300,000 barrels of crude oil to be purchased and sold in January 2023, and one derivative instrument, also entered into in 2022, for the purchase of 126,000 gallons of diesel fuel per month during January 2023 through December 2023. The estimated fair value of forward month derivatives instruments reflected in the accompanying unaudited condensed consolidated balance sheets were as follows at the dates indicated (in thousands): Balance Sheet Location and Amount Current Other Current Other Assets Assets Liabilities Liabilities September 30, 2023 Asset derivatives: Fair value forward derivative instruments at gross valuation $ 5 $ — $ — $ — Liability derivatives: Fair value forward derivative instruments at gross valuation — — — — Less counterparty offsets — — — — As reported fair value contracts $ 5 $ — $ — $ — December 31, 2022 Asset derivatives: Fair value forward derivative instruments at gross valuation $ — $ — $ — $ — Liability derivatives: Fair value forward derivative instruments at gross valuation — — 330 — Less counterparty offsets — — — — As reported fair value contracts $ — $ — $ 330 $ — We only enter into derivative instruments with creditworthy counterparties and evaluate our exposure to significant counterparties on an ongoing basis. At September 30, 2023 and December 31, 2022, 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. Forward month derivatives instruments reflected in the accompanying unaudited condensed consolidated statements of operations were as follows for the periods indicated (in thousands): Gains (losses) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues – marketing $ — $ (14) $ — $ (9) Cost and expenses – marketing (36) 1,878 (335) 1,253 Fair Value Measurements The following tables set forth, 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 September 30, 2023 Derivatives: Current assets $ — $ 5 $ — $ — $ 5 Current liabilities — — — — — Net value $ — $ 5 $ — $ — $ 5 December 31, 2022 Derivatives: Current assets $ — $ — $ — $ — $ — Current liabilities — (330) — — (330) Net value $ — $ (330) $ — $ — $ (330) 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. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plan | Stock-Based Compensation Plan We have in place a long-term incentive plan in which any employee or non-employee director who provides services to us is eligible to participate. 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. In May 2022, our shareholders approved an amendment and restatement of the 2018 LTIP, in which the maximum number of shares authorized for issuance under the 2018 LTIP was increased by 150,000 shares to a total of 300,000 shares, and the term of the 2018 LTIP was extended through February 23, 2032. After giving effect to awards granted and forfeitures made under the 2018 LTIP and assuming the potential achievement of the maximum amounts of the performance factors through September 30, 2023, a total of 125,192 shares were available for issuance. Compensation expense recognized in connection with equity-based awards was as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense $ 389 $ 254 $ 1,044 $ 712 At September 30, 2023 and December 31, 2022, we had $128,300 and $140,300, respectively, of accrued dividend amounts for awards granted under the 2018 LTIP or as inducement awards. Restricted Stock Unit Awards 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, 2023 70,244 $ 31.89 Granted (2) 23,409 $ 57.18 Vested (31,659) $ 31.78 Forfeited (1,831) $ 43.80 Restricted stock unit awards at September 30, 2023 60,163 $ 41.43 _______________ (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 the first nine months of 2023 was $1.3 million based on grant date market prices of our common shares ranging from $37.56 to $58.05 per share. Unrecognized compensation cost associated with restricted stock unit awards was approximately $0.9 million at September 30, 2023. 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 1.5 years. Performance Share Unit Awards 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, 2023 30,687 $ 28.59 Granted (2) 12,061 $ 56.84 Vested (12,707) $ 25.70 Forfeited (680) $ 37.50 Performance share unit awards at September 30, 2023 29,361 $ 41.24 _______________ (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 the first nine months of 2023 was $0.7 million based on grant date market prices of our common shares ranging from $38.42 to $58.05 per share and assuming a performance factor of 100 percent. Unrecognized compensation cost associated with performance share unit awards was approximately $0.7 million at September 30, 2023. We expect to recognize the remaining compensation cost for these awards over a weighted-average period of 2.1 years. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for interest $ 2,671 $ 369 Cash paid for federal and state income taxes 2,472 1,827 Cash refund for net operating loss (NOL) carryback under CARES Act — 6,907 Non-cash transactions: Change in accounts payable related to property and equipment additions 52 — Property and equipment acquired under finance leases 17,632 4,353 Issuance of shares for acquisition (see Note 6) — 1,364 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The following table provides the components of lease expense for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Finance lease cost: Amortization of ROU assets $ 1,983 $ 1,306 $ 5,691 $ 3,775 Interest on lease liabilities 408 84 955 242 Operating lease cost 927 781 2,720 2,130 Short-term lease cost 3,529 3,752 10,668 11,335 Variable lease cost 6 6 18 16 Total lease expense $ 6,853 $ 5,929 $ 20,052 $ 17,498 The following table provides supplemental cash flow and other information related to leases for the periods indicated (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 2,739 $ 2,112 Operating cash flows from finance leases (1) 851 238 Financing cash flows from finance leases 4,944 3,491 ROU assets obtained in exchange for new lease liabilities: Finance leases 17,632 4,353 Operating leases 667 2,715 ______________ (1) Amounts are included in Other operating activities on the unaudited condensed consolidated statements of cash flows. The following table provides the lease terms and discount rates for the periods indicated: Nine Months Ended September 30, 2023 2022 Weighted-average remaining lease term (years): Finance leases 3.65 3.33 Operating leases 3.05 3.57 Weighted-average discount rate: Finance leases 5.4% 2.9% Operating leases 4.2% 3.9% The following table provides supplemental balance sheet information related to leases at the dates indicated (in thousands): September 30, December 31, 2023 2022 Assets Finance lease ROU assets (1) $ 27,482 $ 15,264 Operating lease ROU assets 6,212 7,720 Liabilities Current Finance lease liabilities 6,863 4,382 Operating lease liabilities 2,769 2,712 Noncurrent Finance lease liabilities 22,292 12,085 Operating lease liabilities 3,446 5,007 ______________ (1) Amounts are included in Property and equipment, net on the unaudited condensed consolidated balance sheets. The following table provides maturities of undiscounted lease liabilities at September 30, 2023 (in thousands): Finance Operating Lease Lease Remainder of 2023 $ 2,151 $ 765 2024 8,071 2,874 2025 8,376 1,146 2026 5,549 952 2027 5,981 602 Thereafter 2,685 236 Total lease payments 32,813 6,575 Less: Interest (3,658) (360) Present value of lease liabilities 29,155 6,215 Less: Current portion of lease obligation (6,863) (2,769) Total long-term lease obligation $ 22,292 $ 3,446 The following table provides maturities of undiscounted lease liabilities at December 31, 2022 (in thousands): Finance Operating Lease Lease 2023 $ 4,870 $ 2,958 2024 3,629 2,617 2025 4,652 962 2026 2,482 879 2027 2,179 570 Thereafter — 237 Total lease payments 17,812 8,223 Less: Interest (1,345) (504) Present value of lease liabilities 16,467 7,719 Less: Current portion of lease obligation (4,382) (2,712) Total long-term lease obligation $ 12,085 $ 5,007 |
Leases | Leases The following table provides the components of lease expense for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Finance lease cost: Amortization of ROU assets $ 1,983 $ 1,306 $ 5,691 $ 3,775 Interest on lease liabilities 408 84 955 242 Operating lease cost 927 781 2,720 2,130 Short-term lease cost 3,529 3,752 10,668 11,335 Variable lease cost 6 6 18 16 Total lease expense $ 6,853 $ 5,929 $ 20,052 $ 17,498 The following table provides supplemental cash flow and other information related to leases for the periods indicated (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 2,739 $ 2,112 Operating cash flows from finance leases (1) 851 238 Financing cash flows from finance leases 4,944 3,491 ROU assets obtained in exchange for new lease liabilities: Finance leases 17,632 4,353 Operating leases 667 2,715 ______________ (1) Amounts are included in Other operating activities on the unaudited condensed consolidated statements of cash flows. The following table provides the lease terms and discount rates for the periods indicated: Nine Months Ended September 30, 2023 2022 Weighted-average remaining lease term (years): Finance leases 3.65 3.33 Operating leases 3.05 3.57 Weighted-average discount rate: Finance leases 5.4% 2.9% Operating leases 4.2% 3.9% The following table provides supplemental balance sheet information related to leases at the dates indicated (in thousands): September 30, December 31, 2023 2022 Assets Finance lease ROU assets (1) $ 27,482 $ 15,264 Operating lease ROU assets 6,212 7,720 Liabilities Current Finance lease liabilities 6,863 4,382 Operating lease liabilities 2,769 2,712 Noncurrent Finance lease liabilities 22,292 12,085 Operating lease liabilities 3,446 5,007 ______________ (1) Amounts are included in Property and equipment, net on the unaudited condensed consolidated balance sheets. The following table provides maturities of undiscounted lease liabilities at September 30, 2023 (in thousands): Finance Operating Lease Lease Remainder of 2023 $ 2,151 $ 765 2024 8,071 2,874 2025 8,376 1,146 2026 5,549 952 2027 5,981 602 Thereafter 2,685 236 Total lease payments 32,813 6,575 Less: Interest (3,658) (360) Present value of lease liabilities 29,155 6,215 Less: Current portion of lease obligation (6,863) (2,769) Total long-term lease obligation $ 22,292 $ 3,446 The following table provides maturities of undiscounted lease liabilities at December 31, 2022 (in thousands): Finance Operating Lease Lease 2023 $ 4,870 $ 2,958 2024 3,629 2,617 2025 4,652 962 2026 2,482 879 2027 2,179 570 Thereafter — 237 Total lease payments 17,812 8,223 Less: Interest (1,345) (504) Present value of lease liabilities 16,467 7,719 Less: Current portion of lease obligation (4,382) (2,712) Total long-term lease obligation $ 12,085 $ 5,007 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. 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 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 $1.3 million of umbrella insurance coverage for annual aggregate medical claims exceeding approximately $11.3 million. Our accruals for automobile, workers’ compensation and medical claims were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Accrued automobile and workers’ compensation claims $ 5,989 $ 5,579 Accrued medical claims 505 1,007 Litigation From time to time as incidental to our operations, we may become involved in various lawsuits and/or disputes. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | 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, truck and pipeline transportation of crude oil, terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). In addition, we 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 eighteen terminals across the U.S. We also recycle and repurpose off-specification fuels, lubricants, crude oil and other chemicals from producers in the U.S. Unless the context requires otherwise, references to “we,” “us,” “our,” “Adams” or the “Company” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries. |
Basis of Presentation | Basis of Presentation Our results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of results expected for the full year of 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals necessary for fair presentation. The condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) filed with the SEC on March 16, 2023. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe 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 these condensed consolidated financial statements are appropriate, actual results could differ from those estimates. |
Earnings Per Share | Earnings Per ShareBasic earnings per share is computed by dividing our net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potential common shares outstanding, including shares related to unvested restricted stock unit awards. Unvested restricted stock unit awards granted under the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan, as amended and restated (“2018 LTIP”), or granted as employment inducement awards outside of the 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 13 for further discussion). |
Fair Value Measurements | Fair Value Measurements The carrying amounts reported in the unaudited condensed 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. The fair value of the term loan under our credit agreement (see Note 11 for further information) is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. 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 these 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. |
Income Taxes | 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 these items and their respective tax basis. In accordance with U.S. GAAP for interim reporting, we have historically estimated our full-year effective tax rate and applied this rate to ordinary income or loss for the reporting period. We have determined that since small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate, this historical method would not provide reliable results for the three months ended September 30, 2023. Therefore, a discrete year-to-date method of reporting was used for the three months ended September 30, 2023. We will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted. |
Inventory | InventoryInventory 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 costs and expenses on our consolidated statements of operations. |
Property and Equipment | 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 ranging from two We review our long-lived assets for impairment whenever there is evidence that the carrying value of these assets may not be recoverable. Any impairment recognized is permanent and may not be restored. Property and equipment is reviewed at the lowest level of identifiable cash flows. For property and equipment requiring impairment, the fair value is estimated based on an internal discounted cash flow model of future cash flows. |
Stock-Based Compensation | Stock-Based CompensationWe 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. |
Other Crude Oil Marketing Revenue | Other Crude Oil Marketing Revenue Certain of the commodity purchase and sale contracts utilized by our crude oil marketing business 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 unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported in the unaudited condensed consolidated balance sheets that totals to the amounts shown in the unaudited condensed consolidated statements of cash flows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Cash and cash equivalents $ 16,313 $ 20,532 Restricted cash: Collateral for outstanding letters of credit (1) 357 892 Captive insurance subsidiary (2) 8,218 9,643 Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 24,888 $ 31,067 _____________ (1) Represents amounts that are held in a segregated bank account by Wells Fargo Bank as collateral for an outstanding letter of credit. |
Schedule of Common Stock Outstanding | The following table reconciles our outstanding common stock for the periods indicated: Common shares Balance, January 1, 2023 2,495,484 Vesting of restricted stock unit awards (see Note 13) 20,291 Vesting of performance share unit awards (see Note 13) 12,319 Shares withheld to cover taxes upon vesting of equity awards (8,089) Shares sold under at-the-market offering program 14,680 Balance, March 31, 2023 2,534,685 No activity — Balance, June 30, 2023 2,534,685 Vesting of shares issued in acquisition 10,172 Vesting of restricted stock unit awards (see Note 13) 1,584 Balance, September 30, 2023 2,546,441 |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share was as follows for the periods indicated (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Earnings per share — numerator: Net earnings $ 2,258 $ 2,190 $ 1,086 $ 10,756 Denominator: Basic weighted average number of shares outstanding 2,541 4,387 2,531 4,373 Basic net earnings per share $ 0.89 $ 0.50 $ 0.43 $ 2.46 Diluted earnings per share: Diluted weighted average number of shares outstanding: Common shares 2,541 4,387 2,531 4,373 Restricted stock unit awards 15 20 15 21 Performance share unit awards (1) 14 13 18 12 Total diluted shares 2,570 4,420 2,564 4,406 Diluted net earnings per share $ 0.88 $ 0.50 $ 0.42 $ 2.44 _______________ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates our revenue by segment and by major source for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Crude Oil Marketing: Revenue from contracts with customers: Goods transferred at a point in time $ 710,010 $ 802,707 $ 1,878,735 $ 2,491,066 Services transferred over time 427 — 763 — Total revenues from contracts with customers 710,437 802,707 1,879,498 2,491,066 Other (1) 9,488 11,687 34,175 33,399 Total crude oil marketing revenue $ 719,925 $ 814,394 $ 1,913,673 $ 2,524,465 Transportation: Revenue from contracts with customers: Goods transferred at a point in time $ — $ — $ — $ — Services transferred over time 24,206 29,830 75,103 86,054 Total revenues from contracts with customers 24,206 29,830 75,103 86,054 Other — — — — Total transportation revenue $ 24,206 $ 29,830 $ 75,103 $ 86,054 Pipeline and storage: (2) Revenue from contracts with customers: Goods transferred at a point in time $ — $ — $ — $ — Services transferred over time 59 — 308 — Total revenues from contracts with customers 59 — 308 — Other — — — — Total pipeline and storage revenue $ 59 $ — $ 308 $ — Logistics and repurposing: Revenue from contracts with customers: Goods transferred at a point in time $ 8,545 $ 4,178 $ 25,708 $ 4,178 Services transferred over time 7,879 4,499 20,750 4,499 Total revenues from contracts with customers 16,424 8,677 46,458 8,677 Other — — — — Total logistics and repurposing revenue $ 16,424 $ 8,677 $ 46,458 $ 8,677 Subtotal: Total revenues from contracts with customers $ 751,126 $ 841,214 $ 2,001,367 $ 2,585,797 Total other (1) 9,488 11,687 34,175 33,399 Total consolidated revenues $ 760,614 $ 852,901 $ 2,035,542 $ 2,619,196 _______________ (1) Other crude oil marketing revenues are recognized under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging , and ASC 845, Nonmonetary Transactions – Purchases and Sales of Inventory with the Same Counterparty . (2) All pipeline and storage revenue during the three and nine months ended September 30, 2022 and for the period from January 1, 2023 to May 31, 2023 was from an affiliated shipper, GulfMark Energy, Inc. (“GulfMark”), our subsidiary, and was eliminated in consolidation. During June 2023, we began earning revenue from an unaffiliated shipper. |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Reporting these crude oil contracts on a gross revenue basis would increase our reported revenues as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue gross-up $ 257,965 $ 430,244 $ 785,636 $ 1,156,711 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepayments and Other Current Assets | The components of prepayments and other current assets were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Insurance premiums $ 302 $ 1,220 Rents, licenses and other 2,168 1,898 Total prepayments and other current assets $ 2,470 $ 3,118 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of 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 September 30, December 31, in Years 2023 2022 Tractors and trailers 5 – 6 $ 123,694 $ 128,223 Field equipment 2 – 5 24,820 24,676 Finance lease ROU assets (1) 3 – 6 40,023 25,106 Pipeline and related facilities 20 – 25 20,397 20,362 Linefill and base gas (2) N/A 3,922 3,922 Buildings 5 – 39 16,189 16,163 Office equipment 2 – 5 2,964 2,937 Land N/A 4,163 2,309 Construction in progress N/A 4,985 3,629 Total 241,157 227,327 Less accumulated depreciation and amortization (130,115) (120,902) Property and equipment, net $ 111,042 $ 106,425 _______________ (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 15 for further information). Accumulated amortization of the assets presented as “Finance lease ROU assets” was $12.5 million and $9.9 million at September 30, 2023 and December 31, 2022, respectively. (2) Linefill and base gas represents crude oil in the VEX pipeline 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): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Depreciation and amortization, excluding amounts under finance leases $ 4,523 $ 4,392 $ 14,260 $ 11,644 Amortization of property and equipment under finance leases 1,983 1,323 5,691 3,792 Amortization of intangible assets 430 293 1,338 673 Total depreciation and amortization $ 6,936 $ 6,008 $ 21,289 $ 16,109 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the final purchase price allocation of the indentifiable assets acquired and liabilities assumed at the acquisition date of August 12, 2022 (in thousands): Assets acquired: Cash and cash equivalents $ 2,203 Accounts receivable 4,653 Inventory 643 Other current assets 137 Property and equipment 24,809 Intangible assets 7,607 Goodwill 6,673 Other assets 458 Total assets acquired $ 47,183 Liabilities assumed: Accounts payable and other accrued liabilities $ (1,696) Deferred tax liabilities (6,207) Total liabilities assumed $ (7,903) Net assets acquired $ 39,280 |
Schedule of Acquisition, Pro Forma Information | This unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had actually occurred on January 1, 2022, nor of the results of operations that may be obtained in the future (in thousands, except per share amounts). Three Months Ended Nine Months Ended September 30, September 30, 2022 2022 Revenues $ 860,771 $ 2,663,447 Net earnings 2,295 12,867 Basic net earnings per common share $ 0.52 $ 2.93 Diluted net earnings per common share $ 0.52 $ 2.91 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Components of other assets were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Insurance collateral deposits $ 503 $ 463 State collateral deposits 23 23 Materials and supplies 1,281 1,257 Debt issuance costs 1,343 1,595 Other 325 360 Total other assets $ 3,475 $ 3,698 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information Concerning Business Activities | Financial information by reporting segment was as follows for the periods indicated (in thousands): Reporting Segments Crude oil marketing Trans-portation Pipeline and storage Logistics and repurposing (1) Other Total Three Months Ended September 30, 2023 Segment revenues (2) $ 719,925 $ 24,333 $ 770 $ 16,457 $ — $ 761,485 Less: Intersegment revenues (2) — (127) (711) (33) — (871) Revenues $ 719,925 $ 24,206 $ 59 $ 16,424 $ — $ 760,614 Segment operating earnings (losses) (3) 7,664 1,558 (866) (269) — 8,087 Depreciation and amortization 2,092 3,006 266 1,572 — 6,936 Property and equipment additions (4) 140 1,416 182 1,271 — 3,009 Three Months Ended September 30, 2022 Segment revenues (2) $ 814,394 $ 29,896 $ 852 $ 8,677 $ — $ 853,819 Less: Intersegment revenues (2) — (66) (852) — — (918) Revenues $ 814,394 $ 29,830 $ — $ 8,677 $ — $ 852,901 Segment operating earnings (losses) (3) 5,070 3,307 (909) 155 — 7,623 Depreciation and amortization 2,008 2,791 269 940 — 6,008 Property and equipment additions (4) 343 722 817 132 — 2,014 Nine Months Ended September 30, 2023 Segment revenues (2) $ 1,913,673 $ 75,439 $ 2,473 $ 48,984 $ — $ 2,040,569 Less: Intersegment revenues (2) — (336) (2,165) (2,526) — (5,027) Revenues $ 1,913,673 $ 75,103 $ 308 $ 46,458 $ — $ 2,035,542 Segment operating earnings (losses) (3) 12,922 3,515 (2,846) 133 — 13,724 Depreciation and amortization 6,335 9,273 804 4,877 — 21,289 Property and equipment additions (4) (5) 809 2,754 1,423 3,819 112 8,917 Nine Months Ended September 30, 2022 Segment revenues (2) $ 2,524,465 $ 86,207 $ 2,912 $ 8,677 $ — $ 2,622,261 Less: Intersegment revenues (2) — (153) (2,912) — — (3,065) Revenues $ 2,524,465 $ 86,054 $ — $ 8,677 $ — $ 2,619,196 Segment operating earnings (losses) (3) 20,301 9,112 (2,607) 155 — 26,961 Depreciation and amortization 5,690 8,671 808 940 — 16,109 Property and equipment additions (4) 4,351 1,416 890 132 8 6,797 _______________ (1) On August 12, 2022, we acquired a transportation logistics and recycling and repurposing business, resulting in a new operating segment. (2) Segment revenues include intersegment amounts that are eliminated due to consolidation in operating costs and expenses in our unaudited condensed consolidated statements of operations. Intersegment activities are conducted at posted tariff rates where applicable, or otherwise at rates similar to those charged to third parties or rates that we believe approximate market at the time the agreement is executed. (3) Our crude oil marketing segment’s operating earnings (losses) included inventory liquidation gains of $4.9 million and inventory valuation losses $5.1 million for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, our crude oil marketing segment’s operating (losses) earnings included inventory liquidation gains of $2.9 million and $2.1 million, respectively. (4) Our segment property and equipment additions do not include assets acquired under finance leases during the three and nine months ended September 30, 2023 and 2022. See Note 15 for further information. (5) Amounts included in property and equipment additions for Other are additions for computer or other office equipment and a company vehicle at our corporate headquarters, which were not attributed or allocated to any of our reporting segments. |
Schedule of Reconciliation of Segment Earnings to Earnings Before Income Taxes | Segment operating earnings reflect revenues net of operating costs and depreciation and amortization expense and are reconciled to earnings before income taxes, as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Segment operating earnings $ 8,087 $ 7,623 $ 13,724 $ 26,961 General and administrative (4,162) (4,630) (10,649) (12,860) Operating earnings 3,925 2,993 3,075 14,101 Interest and other income 119 338 893 665 Interest expense (1,027) (119) (2,525) (369) Earnings before income taxes $ 3,017 $ 3,212 $ 1,443 $ 14,397 |
Schedule of Identifiable Assets by Industry Segment | Identifiable assets by business segment were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Reporting segment: Crude oil marketing $ 251,449 $ 215,813 Transportation 59,808 60,405 Pipeline and storage 25,123 25,815 Logistics and repurposing 44,264 45,307 Cash and other (1) 29,951 36,819 Total assets $ 410,595 $ 384,159 _______________ (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. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Activities with Affiliates | Activities with affiliates were as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 KSA and affiliate billings to us $ — $ 1 $ — $ 7 Billings to KSA and affiliates — 5 9 15 Rentals paid to an affiliate of KSA — 136 232 388 Payments to an affiliate of KSA for purchase of vehicles (1) — — 157 78 Rentals paid to affiliates of Scott Bosard 125 — 405 — Crude oil purchases from affiliate (2) 9,362 1,403 13,940 1,403 _______________ (1) Amounts paid to West Point Buick GMC were for the purchase of three and two pickup trucks during the nine months ended September 30, 2023 and 2022, respectively. |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The components of other current liabilities were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Accrual for payroll, benefits and bonuses $ 5,489 $ 6,435 Accrued automobile and workers’ compensation claims 5,989 5,579 Contingent consideration for acquisition (see Note 6) — 2,566 Accrued medical claims 505 1,007 Accrued taxes 620 2,208 Other 1,253 1,419 Total other current liabilities $ 13,856 $ 19,214 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | The following table presents the scheduled maturities of principal amounts of our debt obligations at September 30, 2023 for the next five years, and in total thereafter (in thousands): Remainder of 2023 $ 625 2024 2,500 2025 2,500 2026 2,500 2027 14,375 Total debt maturities $ 22,500 |
Derivative Instruments and Fa_2
Derivative Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Reflected in the Consolidated Balance Sheet | The estimated fair value of forward month derivatives instruments reflected in the accompanying unaudited condensed consolidated balance sheets were as follows at the dates indicated (in thousands): Balance Sheet Location and Amount Current Other Current Other Assets Assets Liabilities Liabilities September 30, 2023 Asset derivatives: Fair value forward derivative instruments at gross valuation $ 5 $ — $ — $ — Liability derivatives: Fair value forward derivative instruments at gross valuation — — — — Less counterparty offsets — — — — As reported fair value contracts $ 5 $ — $ — $ — December 31, 2022 Asset derivatives: Fair value forward derivative instruments at gross valuation $ — $ — $ — $ — Liability derivatives: Fair value forward derivative instruments at gross valuation — — 330 — Less counterparty offsets — — — — As reported fair value contracts $ — $ — $ 330 $ — |
Schedule of Derivatives Reflected in the Consolidated Statement of Operations | Forward month derivatives instruments reflected in the accompanying unaudited condensed consolidated statements of operations were as follows for the periods indicated (in thousands): Gains (losses) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues – marketing $ — $ (14) $ — $ (9) Cost and expenses – marketing (36) 1,878 (335) 1,253 |
Schedule of Fair value Assets and Liabilities | The following tables set forth, 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 September 30, 2023 Derivatives: Current assets $ — $ 5 $ — $ — $ 5 Current liabilities — — — — — Net value $ — $ 5 $ — $ — $ 5 December 31, 2022 Derivatives: Current assets $ — $ — $ — $ — $ — Current liabilities — (330) — — (330) Net value $ — $ (330) $ — $ — $ (330) |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement | Compensation expense recognized in connection with equity-based awards was as follows for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Compensation expense $ 389 $ 254 $ 1,044 $ 712 |
Schedule of Share-Based Compensation, Activity | 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, 2023 70,244 $ 31.89 Granted (2) 23,409 $ 57.18 Vested (31,659) $ 31.78 Forfeited (1,831) $ 43.80 Restricted stock unit awards at September 30, 2023 60,163 $ 41.43 _______________ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. 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, 2023 30,687 $ 28.59 Granted (2) 12,061 $ 56.84 Vested (12,707) $ 25.70 Forfeited (680) $ 37.50 Performance share unit awards at September 30, 2023 29,361 $ 41.24 _______________ (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for interest $ 2,671 $ 369 Cash paid for federal and state income taxes 2,472 1,827 Cash refund for net operating loss (NOL) carryback under CARES Act — 6,907 Non-cash transactions: Change in accounts payable related to property and equipment additions 52 — Property and equipment acquired under finance leases 17,632 4,353 Issuance of shares for acquisition (see Note 6) — 1,364 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The following table provides the components of lease expense for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Finance lease cost: Amortization of ROU assets $ 1,983 $ 1,306 $ 5,691 $ 3,775 Interest on lease liabilities 408 84 955 242 Operating lease cost 927 781 2,720 2,130 Short-term lease cost 3,529 3,752 10,668 11,335 Variable lease cost 6 6 18 16 Total lease expense $ 6,853 $ 5,929 $ 20,052 $ 17,498 The following table provides supplemental cash flow and other information related to leases for the periods indicated (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 2,739 $ 2,112 Operating cash flows from finance leases (1) 851 238 Financing cash flows from finance leases 4,944 3,491 ROU assets obtained in exchange for new lease liabilities: Finance leases 17,632 4,353 Operating leases 667 2,715 ______________ (1) Amounts are included in Other operating activities on the unaudited condensed consolidated statements of cash flows. The following table provides the lease terms and discount rates for the periods indicated: Nine Months Ended September 30, 2023 2022 Weighted-average remaining lease term (years): Finance leases 3.65 3.33 Operating leases 3.05 3.57 Weighted-average discount rate: Finance leases 5.4% 2.9% Operating leases 4.2% 3.9% |
Assets and Liabilities, Lessee | The following table provides supplemental balance sheet information related to leases at the dates indicated (in thousands): September 30, December 31, 2023 2022 Assets Finance lease ROU assets (1) $ 27,482 $ 15,264 Operating lease ROU assets 6,212 7,720 Liabilities Current Finance lease liabilities 6,863 4,382 Operating lease liabilities 2,769 2,712 Noncurrent Finance lease liabilities 22,292 12,085 Operating lease liabilities 3,446 5,007 ______________ (1) Amounts are included in Property and equipment, net on the unaudited condensed consolidated balance sheets. |
Lessee, Operating Lease, Liability, Maturity | The following table provides maturities of undiscounted lease liabilities at September 30, 2023 (in thousands): Finance Operating Lease Lease Remainder of 2023 $ 2,151 $ 765 2024 8,071 2,874 2025 8,376 1,146 2026 5,549 952 2027 5,981 602 Thereafter 2,685 236 Total lease payments 32,813 6,575 Less: Interest (3,658) (360) Present value of lease liabilities 29,155 6,215 Less: Current portion of lease obligation (6,863) (2,769) Total long-term lease obligation $ 22,292 $ 3,446 The following table provides maturities of undiscounted lease liabilities at December 31, 2022 (in thousands): Finance Operating Lease Lease 2023 $ 4,870 $ 2,958 2024 3,629 2,617 2025 4,652 962 2026 2,482 879 2027 2,179 570 Thereafter — 237 Total lease payments 17,812 8,223 Less: Interest (1,345) (504) Present value of lease liabilities 16,467 7,719 Less: Current portion of lease obligation (4,382) (2,712) Total long-term lease obligation $ 12,085 $ 5,007 |
Finance Lease, Liability, Maturity | The following table provides maturities of undiscounted lease liabilities at September 30, 2023 (in thousands): Finance Operating Lease Lease Remainder of 2023 $ 2,151 $ 765 2024 8,071 2,874 2025 8,376 1,146 2026 5,549 952 2027 5,981 602 Thereafter 2,685 236 Total lease payments 32,813 6,575 Less: Interest (3,658) (360) Present value of lease liabilities 29,155 6,215 Less: Current portion of lease obligation (6,863) (2,769) Total long-term lease obligation $ 22,292 $ 3,446 The following table provides maturities of undiscounted lease liabilities at December 31, 2022 (in thousands): Finance Operating Lease Lease 2023 $ 4,870 $ 2,958 2024 3,629 2,617 2025 4,652 962 2026 2,482 879 2027 2,179 570 Thereafter — 237 Total lease payments 17,812 8,223 Less: Interest (1,345) (504) Present value of lease liabilities 16,467 7,719 Less: Current portion of lease obligation (4,382) (2,712) Total long-term lease obligation $ 12,085 $ 5,007 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Expenses and Losses Incurred but Not Reported | Our accruals for automobile, workers’ compensation and medical claims were as follows at the dates indicated (in thousands): September 30, December 31, 2023 2022 Accrued automobile and workers’ compensation claims $ 5,989 $ 5,579 Accrued medical claims 505 1,007 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2023 state segment terminal | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of states in which entity operates | state | 48 |
Number of terminals in which entity operates | terminal | 18 |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 16,313 | $ 20,532 | ||
Restricted cash | 8,575 | 10,535 | ||
Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statements of cash flows | 24,888 | 31,067 | $ 93,914 | $ 107,317 |
Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 357 | 892 | ||
Captive Insurance Subsidiary | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 8,218 | $ 9,643 | ||
Initial Capitalization | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 1,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Common Stock Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 2,534,685 | 2,534,685 | 2,495,484 | 2,495,484 |
Vesting of restricted stock unit awards (in shares) | 1,584 | 0 | 20,291 | |
Shares withheld to cover taxes upon vesting of equity awards (in shares) | 0 | (8,089) | ||
Issuance of shares in acquisition (in shares) | 10,172 | |||
Ending balance (in shares) | 2,546,441 | 2,534,685 | 2,534,685 | 2,546,441 |
Common Stock | At the Market Offerings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares sold under at-the-market offering program (in shares) | 0 | 14,680 | 14,680 | |
Performance Unit Awards | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of performance share unit awards (in shares) | 0 | 12,319 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings per share | ||||||||
Net earnings | $ 2,258 | $ 827 | $ (1,999) | $ 2,190 | $ 2,476 | $ 6,090 | $ 1,086 | $ 10,756 |
Basic weighted average number of shares outstanding (in shares) | 2,541 | 4,387 | 2,531 | 4,373 | ||||
Basic net earnings per share (in dollars per share) | $ 0.89 | $ 0.50 | $ 0.43 | $ 2.46 | ||||
Diluted earnings per share: | ||||||||
Common shares (in shares) | 2,541 | 4,387 | 2,531 | 4,373 | ||||
Total diluted shares (in shares) | 2,570 | 4,420 | 2,564 | 4,406 | ||||
Diluted net earnings per share (in dollars per share) | $ 0.88 | $ 0.50 | $ 0.42 | $ 2.44 | ||||
Restricted stock units awards | ||||||||
Diluted earnings per share: | ||||||||
Unit awards (in shares) | 15 | 20 | 15 | 21 | ||||
Performance share unit awards | ||||||||
Diluted earnings per share: | ||||||||
Unit awards (in shares) | 14 | 13 | 18 | 12 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Equity at the Market Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | |
Class of Stock [Line Items] | ||||
Shares sold under at-the-market offering program | $ 549 | $ 283 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares sold under at-the-market offering program | $ 1 | $ 1 | ||
Common Stock | At the Market Offerings | ||||
Class of Stock [Line Items] | ||||
Shares sold under at-the-market offering program | $ 600 | |||
Offering cost | $ 27 | |||
Shares sold at the market (in shares) | 0 | 14,680 | 14,680 | |
Shares sold at the market (in dollars per share) | $ 40.74 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value Measurements (Details) | Sep. 30, 2023 contract |
Hedging accounting | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of contracts held | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Income Taxes and Property and Equipment (Details) | Sep. 30, 2023 |
Minimum | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, useful life | 2 years |
Maximum | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, useful life | 39 years |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 760,614 | $ 852,901 | $ 2,035,542 | $ 2,619,196 |
Revenues from contracts with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 751,126 | 841,214 | 2,001,367 | 2,585,797 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 9,488 | 11,687 | 34,175 | 33,399 |
Crude oil marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 719,925 | 814,394 | 1,913,673 | 2,524,465 |
Crude oil marketing | Revenues from contracts with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 710,437 | 802,707 | 1,879,498 | 2,491,066 |
Crude oil marketing | Revenues from contracts with customers | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 710,010 | 802,707 | 1,878,735 | 2,491,066 |
Crude oil marketing | Revenues from contracts with customers | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 427 | 0 | 763 | 0 |
Crude oil marketing | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 9,488 | 11,687 | 34,175 | 33,399 |
Trans-portation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24,206 | 29,830 | 75,103 | 86,054 |
Trans-portation | Revenues from contracts with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 24,206 | 29,830 | 75,103 | 86,054 |
Trans-portation | Revenues from contracts with customers | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Trans-portation | Revenues from contracts with customers | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 24,206 | 29,830 | 75,103 | 86,054 |
Trans-portation | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Pipeline and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 59 | 0 | 308 | 0 |
Pipeline and storage | Revenues from contracts with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 59 | 0 | 308 | 0 |
Pipeline and storage | Revenues from contracts with customers | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Pipeline and storage | Revenues from contracts with customers | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 59 | 0 | 308 | 0 |
Pipeline and storage | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Logistics and repurposing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,424 | 8,677 | 46,458 | 8,677 |
Logistics and repurposing | Revenues from contracts with customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 16,424 | 8,677 | 46,458 | 8,677 |
Logistics and repurposing | Revenues from contracts with customers | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,545 | 4,178 | 25,708 | 4,178 |
Logistics and repurposing | Revenues from contracts with customers | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 7,879 | 4,499 | 20,750 | 4,499 |
Logistics and repurposing | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of New Accounting Pronouncements and Changes in Accounting Principles (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue gross-up | $ 257,965 | $ 430,244 | $ 785,636 | $ 1,156,711 |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance premiums | $ 302 | $ 1,220 |
Rents, licenses and other | 2,168 | 1,898 |
Total prepayments and other current assets | $ 2,470 | $ 3,118 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 241,157 | $ 241,157 | $ 227,327 | ||
Less accumulated depreciation and amortization | (130,115) | (130,115) | (120,902) | ||
Property and equipment, net | 111,042 | 111,042 | 106,425 | ||
Total depreciation and amortization | 6,936 | $ 6,008 | 21,289 | $ 16,109 | |
Amortization of intangible assets | 430 | 293 | 1,338 | 673 | |
Depreciation and amortization, excluding amounts under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Total depreciation and amortization | 4,523 | 4,392 | 14,260 | 11,644 | |
Amortization of property and equipment under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Total depreciation and amortization | $ 1,983 | $ 1,323 | $ 5,691 | $ 3,792 | |
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 2 years | 2 years | |||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 39 years | 39 years | |||
Tractors and trailers | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 123,694 | $ 123,694 | 128,223 | ||
Tractors and trailers | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 5 years | 5 years | |||
Tractors and trailers | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 6 years | 6 years | |||
Field equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 24,820 | $ 24,820 | 24,676 | ||
Field equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 2 years | 2 years | |||
Field equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 5 years | 5 years | |||
Finance lease ROU assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 40,023 | $ 40,023 | 25,106 | ||
Property and equipment, net | $ 12,500 | $ 12,500 | 9,900 | ||
Finance lease ROU assets | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 3 years | 3 years | |||
Finance lease ROU assets | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 6 years | 6 years | |||
Pipeline and related facilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 20,397 | $ 20,397 | 20,362 | ||
Pipeline and related facilities | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 20 years | 20 years | |||
Pipeline and related facilities | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 25 years | 25 years | |||
Linefill and base gas | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 3,922 | $ 3,922 | 3,922 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 16,189 | $ 16,189 | 16,163 | ||
Buildings | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 5 years | 5 years | |||
Buildings | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 39 years | 39 years | |||
Office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 2,964 | $ 2,964 | 2,937 | ||
Office equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 2 years | 2 years | |||
Office equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, useful life | 5 years | 5 years | |||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 4,163 | $ 4,163 | 2,309 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 4,985 | $ 4,985 | $ 3,629 |
Acquisitions -Narrative (Detail
Acquisitions -Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 12, 2022 USD ($) segment shares | Sep. 30, 2023 shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Issuance of shares in acquisition (in shares) | shares | 10,172 | ||||
Property and equipment | $ 200 | ||||
Change in contingent consideration liability | $ 2,600 | $ 2,566 | $ 0 | ||
Firebird | |||||
Business Acquisition [Line Items] | |||||
Connection to number of terminals | segment | 6 | ||||
Number of tractors | segment | 130 | ||||
Number of trailers | segment | 209 | ||||
Firebird and Phoenix | |||||
Business Acquisition [Line Items] | |||||
Fair value of total consideration transferred | $ 39,300 | ||||
Cash payment for acquisition | $ 35,400 | ||||
Number of shares (in shares) | shares | 45,777 | ||||
Equity interest issued or issuable, value assigned | $ 1,400 | ||||
Issuance of shares in acquisition (in shares) | shares | 15,259 | ||||
Contingent consideration | $ 2,600 | ||||
Firebird and Phoenix | To be Issued | |||||
Business Acquisition [Line Items] | |||||
Number of shares (in shares) | shares | 30,518 | ||||
Issuance period | 3 years |
Acquisition - Schedule of Recog
Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 12, 2022 |
Assets acquired: | |||
Cash and cash equivalents | $ 2,203 | ||
Accounts receivable | 4,653 | ||
Inventory | 643 | ||
Other current assets | 137 | ||
Property and equipment | 24,809 | ||
Intangible assets | 7,607 | ||
Goodwill | $ 6,673 | $ 6,428 | 6,673 |
Other assets | 458 | ||
Total assets acquired | 47,183 | ||
Liabilities assumed: | |||
Accounts payable and other accrued liabilities | (1,696) | ||
Deferred tax liabilities | (6,207) | ||
Total liabilities assumed | (7,903) | ||
Net assets acquired | $ 39,280 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition, Pro Forma Information (Details) - Firebird and Phoenix - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 860,771 | $ 2,663,447 |
Net earnings | $ 2,295 | $ 12,867 |
Basic net earnings per common share (in dollars per share) | $ 0.52 | $ 2.93 |
Diluted net earnings per common share (in dollars per share) | $ 0.52 | $ 2.91 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance collateral deposits | $ 503 | $ 463 |
State collateral deposits | 23 | 23 |
Materials and supplies | 1,281 | 1,257 |
Debt issuance costs | 1,343 | 1,595 |
Other | 325 | 360 |
Total other assets | $ 3,475 | $ 3,698 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Information Concerning Business Activities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 4 | |||
Number of operating segments | segment | 4 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 760,614 | $ 852,901 | $ 2,035,542 | $ 2,619,196 |
Segment operating earnings (losses) | 3,925 | 2,993 | 3,075 | 14,101 |
Depreciation and amortization | 6,936 | 6,008 | 21,289 | 16,109 |
Property and equipment additions | 3,009 | 2,014 | 8,917 | 6,797 |
Crude oil marketing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 719,925 | 814,394 | 1,913,673 | 2,524,465 |
Inventory liquidation gains (losses) | 4,900 | (5,100) | 2,900 | 2,100 |
Trans-portation | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 24,206 | 29,830 | 75,103 | 86,054 |
Pipeline and storage | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 59 | 0 | 308 | 0 |
Logistics and repurposing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 16,424 | 8,677 | 46,458 | 8,677 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 761,485 | 853,819 | 2,040,569 | 2,622,261 |
Segment operating earnings (losses) | 8,087 | 7,623 | 13,724 | 26,961 |
Operating segments | Crude oil marketing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 719,925 | 814,394 | 1,913,673 | 2,524,465 |
Segment operating earnings (losses) | 7,664 | 5,070 | 12,922 | 20,301 |
Depreciation and amortization | 2,092 | 2,008 | 6,335 | 5,690 |
Property and equipment additions | 140 | 343 | 809 | 4,351 |
Operating segments | Trans-portation | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 24,333 | 29,896 | 75,439 | 86,207 |
Segment operating earnings (losses) | 1,558 | 3,307 | 3,515 | 9,112 |
Depreciation and amortization | 3,006 | 2,791 | 9,273 | 8,671 |
Property and equipment additions | 1,416 | 722 | 2,754 | 1,416 |
Operating segments | Pipeline and storage | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 770 | 852 | 2,473 | 2,912 |
Segment operating earnings (losses) | (866) | (909) | (2,846) | (2,607) |
Depreciation and amortization | 266 | 269 | 804 | 808 |
Property and equipment additions | 182 | 817 | 1,423 | 890 |
Operating segments | Logistics and repurposing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 16,457 | 8,677 | 48,984 | 8,677 |
Segment operating earnings (losses) | (269) | 155 | 133 | 155 |
Depreciation and amortization | 1,572 | 940 | 4,877 | 940 |
Property and equipment additions | 1,271 | 132 | 3,819 | 132 |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (871) | (918) | (5,027) | (3,065) |
Intersegment | Crude oil marketing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Intersegment | Trans-portation | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (127) | (66) | (336) | (153) |
Intersegment | Pipeline and storage | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (711) | (852) | (2,165) | (2,912) |
Intersegment | Logistics and repurposing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (33) | 0 | (2,526) | 0 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Segment operating earnings (losses) | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Property and equipment additions | $ 0 | $ 0 | $ 112 | $ 8 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Segment Earnings to Earnings Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating earnings | $ 3,925 | $ 2,993 | $ 3,075 | $ 14,101 |
General and administrative | (4,162) | (4,630) | (10,649) | (12,860) |
Interest and other income | 119 | 338 | 893 | 665 |
Interest expense | (1,027) | (119) | (2,525) | (369) |
Earnings before income taxes | 3,017 | 3,212 | 1,443 | 14,397 |
Operating segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating earnings | 8,087 | 7,623 | 13,724 | 26,961 |
General and administrative | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating earnings | 0 | 0 | 0 | 0 |
General and administrative | (4,162) | (4,630) | (10,649) | (12,860) |
Segment reconciling items | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest and other income | 119 | 338 | 893 | 665 |
Interest expense | $ (1,027) | $ (119) | $ (2,525) | $ (369) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Identifiable Assets by Industry Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reconciliation [Abstract] | ||
Total assets | $ 410,595 | $ 384,159 |
Operating segments | Crude oil marketing | ||
Segment Reconciliation [Abstract] | ||
Total assets | 251,449 | 215,813 |
Operating segments | Trans-portation | ||
Segment Reconciliation [Abstract] | ||
Total assets | 59,808 | 60,405 |
Operating segments | Pipeline and storage | ||
Segment Reconciliation [Abstract] | ||
Total assets | 25,123 | 25,815 |
Operating segments | Logistics and repurposing | ||
Segment Reconciliation [Abstract] | ||
Total assets | 44,264 | 45,307 |
Cash and other | ||
Segment Reconciliation [Abstract] | ||
Total assets | $ 29,951 | $ 36,819 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Activities with Affiliates (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) pickupTruck | Sep. 30, 2022 USD ($) truck | |
Related Party Transaction [Line Items] | ||||
Billings to KSA and affiliates | $ 760,614 | $ 852,901 | $ 2,035,542 | $ 2,619,196 |
Affiliated Entities | ||||
Related Party Transaction [Line Items] | ||||
KSA and affiliate billings to us | 0 | 1 | 0 | 7 |
Billings to KSA and affiliates | 0 | 5 | 9 | 15 |
Affiliated Entities | Rentals paid to an affiliate of KSA | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | 0 | 136 | 232 | 388 |
Affiliated Entities | Payments to an affiliate of KSA for purchase of vehicles | ||||
Related Party Transaction [Line Items] | ||||
Purchases from affiliated entity | 0 | 0 | 157 | 78 |
Affiliated Entities | Rentals paid to affiliates of Scott Bosard | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | 125 | 0 | 405 | 0 |
Affiliated Entities | Crude oil purchases from affiliate | ||||
Related Party Transaction [Line Items] | ||||
Purchases from affiliated entity | $ 9,362 | $ 1,403 | $ 13,940 | $ 1,403 |
G M C | ||||
Related Party Transaction [Line Items] | ||||
Number of pickup tracks purchased | 3 | 2 |
Transactions with Affiliates _2
Transactions with Affiliates - Narrative (Details) - Firebird and Phoenix | Aug. 12, 2022 segment |
Related Party Transaction [Line Items] | |
Number of operating lease aggrement | 4 |
Minimum | |
Related Party Transaction [Line Items] | |
Term of contract | 2 years |
Maximum | |
Related Party Transaction [Line Items] | |
Term of contract | 5 years |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrual for payroll, benefits and bonuses | $ 5,489 | $ 6,435 |
Accrued automobile and workers’ compensation claims | 5,989 | 5,579 |
Contingent consideration for acquisition (see Note 6) | 0 | 2,566 |
Accrued medical claims | 505 | 1,007 |
Accrued taxes | 620 | 2,208 |
Other | 1,253 | 1,419 |
Total other current liabilities | $ 13,856 | $ 19,214 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Aug. 02, 2023 | Dec. 31, 2022 | Oct. 27, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Percentage of unusual and non recurring losses and expenses on Consolidated EBITDA | 0.10 | |||
Long-term debt | $ 22,500,000 | |||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 25,000,000 | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Leverage ratio | 2.50 | |||
Asset coverage ratio | 2 | |||
Coverage ratio | 1.25 | |||
Letters of credit outstanding | 20,400,000 | |||
Borrowings outstanding | $ 0 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 2.25% | |||
Line of Credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt | $ 22,500,000 | |||
Weighted average interest rate | 7.66% | |||
Line of Credit | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing amount | $ 60,000,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 625 |
2024 | 2,500 |
2025 | 2,500 |
2026 | 2,500 |
2027 | 14,375 |
Long-term debt | $ 22,500 |
Derivative Instruments and Fa_3
Derivative Instruments and Fair Value Measurements - Narrative (Details) - Commodity Contract gallonsOfDieselPerDay in Thousands, barrel_of_oil_per_day in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 gallonsOfDieselPerDay contract | Dec. 31, 2022 barrel_of_oil_per_day gallonsOfDieselPerDay contract | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of contracts held | 1 | 1 |
Production | gallonsOfDieselPerDay | 126 | 126 |
Purchased and Sold in January 2023 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of contracts held | 3 | |
Production | barrel_of_oil_per_day | 300 |
Derivative Instruments and Fa_4
Derivative Instruments and Fair Value Measurements - Schedule of Derivatives Reflected in the Consolidated Balance Sheet (Details) - Commodity Contract - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 5 | $ 0 |
Liability derivatives | 0 | 0 |
Less counterparty offsets | 0 | 0 |
As reported fair value contracts | 5 | 0 |
Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0 | 0 |
Liability derivatives | 0 | 0 |
Less counterparty offsets | 0 | 0 |
As reported fair value contracts | 0 | 0 |
Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0 | 0 |
Liability derivatives | 0 | 330 |
Less counterparty offsets | 0 | 0 |
As reported fair value contracts | 0 | 330 |
Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0 | 0 |
Liability derivatives | 0 | 0 |
Less counterparty offsets | 0 | 0 |
As reported fair value contracts | $ 0 | $ 0 |
Derivative Instruments and Fa_5
Derivative Instruments and Fair Value Measurements - Schedule of Derivatives Reflected in the Consolidated Statement of Operations (Details) - Not Designated as Hedging Instrument - Commodity Contract - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues – marketing | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative | $ 0 | $ (14) | $ 0 | $ (9) |
Cost and expenses – marketing | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative | $ (36) | $ 1,878 | $ (335) | $ 1,253 |
Derivative Instruments and Fa_6
Derivative Instruments and Fair Value Measurements - Schedule of Fair value Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives: | ||
Current assets | $ 5 | $ 0 |
Current assets, counterparty offsets | 0 | 0 |
Current liabilities | 0 | (330) |
Current liabilities, counterparty offsets | 0 | 0 |
Net value | 5 | (330) |
Net value, counterparty offsets | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Derivatives: | ||
Current assets | 0 | 0 |
Current liabilities | 0 | 0 |
Net value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Derivatives: | ||
Current assets | 5 | 0 |
Current liabilities | 0 | (330) |
Net value | 5 | (330) |
Significant Unobservable Inputs (Level 3) | ||
Derivatives: | ||
Current assets | 0 | 0 |
Current liabilities | 0 | 0 |
Net value | $ 0 | $ 0 |
Stock-Based Compensation Plan -
Stock-Based Compensation Plan - Narrative (Details) - The 2018 LTIP - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares authorized (in shares) | 150,000 | ||
Number of shares authorized (in shares) | 300,000 | 125,192 | |
Accrued dividends | $ 128,300 | $ 140,300 | |
Restricted stock units awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 900,000 | ||
Period for recognition for remaining compensation cost | 1 year 6 months | ||
Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 700,000 | ||
Period for recognition for remaining compensation cost | 2 years 1 month 6 days |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan - Share-Based Payment Arrangement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Text Block [Abstract] | ||||
Compensation expense | $ 389 | $ 254 | $ 1,044 | $ 712 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan - Schedule of Share-Based Compensation Activity, Payment Arrangement (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Restricted stock units awards | |
Number of Shares | |
Unit awards, beginning balance (in shares) | shares | 70,244 |
Vested (in shares) | shares | (31,659) |
Forfeited (in shares) | shares | (1,831) |
Unit awards, ending balance (in shares) | shares | 60,163 |
Weighted Average Grant Date Fair Value per Share | |
Unit awards, beginning balance (in dollars per share) | $ 31.89 |
Vested (in dollars per share) | 31.78 |
Forfeited (in dollars per share) | 43.80 |
Unit awards, ending balance (in dollars per share) | $ 41.43 |
The 2018 LTIP | Restricted stock units awards | |
Number of Shares | |
Granted (in shares) | shares | 23,409 |
Weighted Average Grant Date Fair Value per Share | |
Granted (in dollars per share) | $ 57.18 |
Aggregate grant date fair value awards issues | $ | $ 1.3 |
The 2018 LTIP | Restricted stock units awards | Minimum | |
Weighted Average Grant Date Fair Value per Share | |
Granted (in dollars per share) | $ 37.56 |
The 2018 LTIP | Restricted stock units awards | Maximum | |
Weighted Average Grant Date Fair Value per Share | |
Granted (in dollars per share) | $ 58.05 |
The 2018 LTIP | Performance share unit awards | |
Number of Shares | |
Unit awards, beginning balance (in shares) | shares | 30,687 |
Granted (in shares) | shares | 12,061 |
Vested (in shares) | shares | (12,707) |
Forfeited (in shares) | shares | (680) |
Unit awards, ending balance (in shares) | shares | 29,361 |
Weighted Average Grant Date Fair Value per Share | |
Unit awards, beginning balance (in dollars per share) | $ 28.59 |
Granted (in dollars per share) | 56.84 |
Vested (in dollars per share) | 25.70 |
Forfeited (in dollars per share) | 37.50 |
Unit awards, ending balance (in dollars per share) | $ 41.24 |
Aggregate grant date fair value awards issues | $ | $ 0.7 |
Performance factor | 100,000% |
The 2018 LTIP | Performance share unit awards | Minimum | |
Weighted Average Grant Date Fair Value per Share | |
Granted (in dollars per share) | $ 38.42 |
The 2018 LTIP | Performance share unit awards | Maximum | |
Weighted Average Grant Date Fair Value per Share | |
Granted (in dollars per share) | $ 58.05 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest | $ 2,671 | $ 369 | |
Cash paid for federal and state income taxes | 2,472 | 1,827 | |
Cash refund for net operating loss (NOL) carryback under CARES Act | 0 | 6,907 | |
Non-cash transactions: | |||
Change in accounts payable related to property and equipment additions | 52 | 0 | |
Property and equipment acquired under finance leases | 17,632 | 4,353 | |
Issuance of shares for acquisition (see Note 6) | $ 425 | $ 0 | $ 1,364 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Amortization of ROU assets | $ 1,983 | $ 1,306 | $ 5,691 | $ 3,775 |
Interest on lease liabilities | 408 | 84 | 955 | 242 |
Operating lease cost | 927 | 781 | 2,720 | 2,130 |
Short-term lease cost | 3,529 | 3,752 | 10,668 | 11,335 |
Variable lease cost | 6 | 6 | 18 | 16 |
Total lease expense | $ 6,853 | $ 5,929 | $ 20,052 | $ 17,498 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 2,739 | $ 2,112 |
Operating cash flows from finance leases | 851 | 238 |
Financing cash flows from finance leases | 4,944 | 3,491 |
ROU assets obtained in exchange for new lease liabilities: | ||
ROU assets obtained in exchange for new lease liabilities, Finance leases | 17,632 | 4,353 |
ROU assets obtained in exchange for new lease liabilities, Operating leases | $ 667 | $ 2,715 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Weighted-average remaining lease term (years): | ||
Finance leases | 3 years 7 months 24 days | 3 years 3 months 29 days |
Operating leases | 3 years 18 days | 3 years 6 months 25 days |
Weighted-average discount rate: | ||
Finance leases | 5.40% | 2.90% |
Operating leases | 4.20% | 3.90% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Finance lease ROU assets | $ 27,482 | $ 15,264 |
Operating lease ROU assets | 6,212 | 7,720 |
Finance lease liabilities | 6,863 | 4,382 |
Operating lease liabilities | 2,769 | 2,712 |
Finance lease liabilities | 22,292 | 12,085 |
Operating lease liabilities | $ 3,446 | $ 5,007 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finance Lease Liabilities, Payments | ||
Remainder of 2023 | $ 2,151 | |
Finance lease, year one | 8,071 | $ 4,870 |
Finance lease, year two | 8,376 | 3,629 |
Finance lease, year three | 5,549 | 4,652 |
Finance lease, year four | 5,981 | 2,482 |
Finance lease, year five | 2,179 | |
Thereafter | 2,685 | |
Thereafter | 0 | |
Total lease payments | 32,813 | 17,812 |
Less: Interest | (3,658) | (1,345) |
Present value of lease liabilities | 29,155 | 16,467 |
Less: Current portion of lease obligation | (6,863) | (4,382) |
Total long-term lease obligation | 22,292 | 12,085 |
Operating Lease Liabilities, Payments Due | ||
Remainder of 2023 | 765 | |
Operating lease, year one | 2,874 | 2,958 |
Operating lease, year two | 1,146 | 2,617 |
Operating lease, year three | 952 | 962 |
Operating lease, year four | 602 | 879 |
Operating lease, year five | 570 | |
Thereafter | 236 | |
Thereafter | 237 | |
Total lease payments | 6,575 | 8,223 |
Less: Interest | (360) | (504) |
Present value of lease liabilities | 6,215 | 7,719 |
Less: Current portion of lease obligation | (2,769) | (2,712) |
Total long-term lease obligation | $ 3,446 | $ 5,007 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Self-insured retention | $ 1 |
Umbrellas insurance coverage | 1.3 |
Aggregate medical claims for umbrella insurance coverage per calendar year | $ 11.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Expenses and Losses Incurred but Not Reported (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued automobile and workers’ compensation claims | $ 5,989 | $ 5,579 |
Accrued medical claims | $ 505 | $ 1,007 |