Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10‑Q

Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
(Mark one)

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016
Commission File Number 1-079082017

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___  to  ___.

Commission file number: 1-07908
ADAMS RESOURCES & ENERGY, INC.
(Exact nameName of Registrant as specifiedSpecified in its charter)Its Charter)

Delaware 74-1753147
(State or other jurisdictionOther Jurisdiction of
incorporationIncorporation or organization)Organization)
 
(I.R.S. Employer
Identification No.)

17 South Briar Hollow Lane, Suite 100
Houston, Texas 77027
(Address of principal executive office &Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code (713) 881‑3600

(713) 881-3600
(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES Yes þ   NO     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See the definitions of ‟large“large accelerated filer”, ‟accelerated filer”filer,” “accelerated filer,” “smaller reporting company” and ‟smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer o
Accelerated filer þ
Non-accelerated filer   o (Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company   o

Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    Accelerated filer    Non-accelerated filer    Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  Yes o   NO     No þ

A total of 4,217,596 shares of Common Stock were outstanding at November 1, 2016.2017. Our Common Stock trades on the NYSE MKT under the ticker symbol “AE.”


ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS





1



PART 1 –I. FINANCIAL INFORMATION

Item 1. Financial Statements

ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
             
REVENUES:            
Marketing $758,627  $1,541,999  $243,704  $423,014 
Transportation  39,517   49,921   12,310   15,748 
Oil and natural gas  2,427   4,104   863   1,131 
   800,571   1,596,024   256,877   439,893 
COSTS AND EXPENSES:                
Marketing  737,858   1,511,258   240,021   416,517 
Transportation  33,537   41,018   11,039   12,938 
Oil and natural gas  2,421   6,451   1,011   2,746 
General and administrative  6,252   7,750   2,114   2,101 
Depreciation depletion and amortization  14,385   18,086   4,514   5,968 
   794,453   1,584,563   258,699   440,270 
                 
Operating earnings (loss)  6,118   11,461   (1,822)  (377)
                 
Other income (expense):                
Interest income  444   237   245   64 
Interest expense  -   (5)  -   (1)
                 
Earnings (loss) before income taxes                
and equity investments  6,562   11,693   (1,577)  (314)
                 
Income tax (provision) benefit  (2,451)  (4,564)  594   6 
                 
Earnings before equity investments  4,111   7,129   (983)  (308)
                 
Earnings (loss) from equity investments,                
net of tax benefit of $770, zero, $630                
and zero, respectively  (1,430)  -   (1,170)  - 
                 
Net earnings (loss) $2,681  $7,129  $(2,153) $(308)
                 
EARNINGS (LOSS) PER SHARE:                
Basic and diluted net earnings                
per common share $.64  $1.69  $(.51) $(.07)
                 
DIVIDENDS PER COMMON SHARE $.66  $.66   .22  $.22 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Revenues:       
Marketing$282,229
 $243,704
 $872,020
 $758,627
Transportation13,082
 12,310
 40,153
 39,517
Oil and natural gas
 863
 1,427
 2,427
Total revenues295,311
 256,877
 913,600
 800,571
        
Costs and expenses:       
Marketing277,906
 240,021
 860,567
 737,858
Transportation12,668
 11,039
 36,681
 33,537
Oil and natural gas
 1,011
 951
 2,421
General and administrative2,787
 2,114
 6,884
 6,252
Depreciation, depletion and amortization3,240
 4,514
 10,772
 14,385
Total costs and expenses296,601
 258,699
 915,855
 794,453
        
Operating earnings (losses)(1,290) (1,822) (2,255) 6,118
        
Other income (expense):       
Loss on deconsolidation of subsidiary (Note 3)(1,870) 
 (3,505) 
Impairment of investments in unconsolidated affiliates(2,500) (1,732) (2,500) (1,732)
Losses from equity investment
 (68) 
 (468)
Interest income370
 245
 789
 444
Interest expense(8) 
 (10) 
Total other income (expense), net(4,008) (1,555) (5,226) (1,756)
        
(Losses) earnings before income taxes(5,298) (3,377) (7,481) 4,362
Income tax benefit (provision)2,265
 1,224
 3,306
 (1,681)
        
Net (losses) earnings$(3,033) $(2,153) $(4,175) $2,681
        
Earnings (losses) per share:       
Basic and diluted net (losses) earnings       
per common share$(0.72) $(0.51) $(0.99) $0.64
        
Weighted average number of common       
shares outstanding4,218
 4,218
 4,218
 4,218
        
Dividends per common share$0.22
 $0.22
 $0.66
 $0.66
        


The accompanyingSee notes are an integral part of theseto unaudited condensed consolidated financial statements.
2
2



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)thousands, except share data)
 September 30, December 31,
 2017 2016
ASSETS   
Current assets:   
Cash and cash equivalents$99,449
 $87,342
Accounts receivable, net of allowance for doubtful   
accounts of $216 and $225, respectively81,277
 87,162
Inventory22,398
 13,070
Derivative assets
 112
Income tax receivable4,147
 2,735
Prepayments and other current assets1,168
 2,097
Total current assets208,439
 192,518
Property and equipment, net31,958
 46,325
Investments in unconsolidated affiliates3,200
 2,500
Cash deposits and other assets4,932
 5,529
Total assets$248,529
 $246,872
    
LIABILITIES AND SHAREHOLDERS’ EQUITY   
Current liabilities:   
Accounts payable$89,339
 $79,897
Accounts payable – related party
 53
Derivative liabilities
 64
Current portion of capital lease obligations306
 
Other current liabilities5,860
 6,060
Total current liabilities95,505
 86,074
Other long-term liabilities:   
Asset retirement obligations1,263
 2,329
Capital lease obligations1,465
 
Deferred taxes and other liabilities5,943
 7,157
Total liabilities104,176
 95,560
    
Commitments and contingencies (Note 10)
 
    
Shareholders’ equity:   
Preferred stock – $1.00 par value, 960,000 shares   
authorized, none outstanding
 
Common stock – $0.10 par value, 7,500,000 shares   
authorized, 4,217,596 shares outstanding422
 422
Contributed capital11,693
 11,693
Retained earnings132,238
 139,197
Total shareholders’ equity144,353
 151,312
Total liabilities and shareholders’ equity$248,529
 $246,872

  September 30,  December 31, 
  2016  2015 
ASSETS      
Current assets:      
Cash and cash equivalents $78,485  $91,877 
Accounts receivable, net of allowance for doubtful        
accounts of $225 and $206, respectively  73,561   71,813 
Inventory  16,066   7,671 
Fair value contracts  153   - 
Income tax receivable  2,474   2,587 
Prepayments  4,159   2,589 
         
Total current assets  174,898   176,537 
         
Property and Equipment        
Marketing  56,284   65,200 
Transportation  70,525   70,732 
Oil and gas (successful efforts method)  66,447   77,117 
Other  108   187 
   193,364   213,236 
         
Less – Accumulated depreciation, depletion and amortization  (143,848)  (153,521)
   49,516   59,715 
Other Assets:        
Investments  2,500   - 
Cash deposits and other  5,997   6,963 
  $232,911  $243,215 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current Liabilities:        
Accounts payable  64,056  $74,117 
Accounts payable – related party  75   40 
Fair value contracts  43   195 
Accrued and other liabilities  7,129   5,845 
         
Total current liabilities  71,303   80,197 
         
Other Liabilities:        
Asset retirement obligations  2,351   2,469 
Deferred taxes and other liabilities  6,850   8,039 
   80,504   90,705 
Commitments and Contingencies (Note 5)        
         
Shareholders’ Equity:        
Preferred stock - $1.00 par value, 960,000 shares        
authorized, none outstanding  -   - 
Common stock - $.10 par value, 7,500,000 shares        
authorized, 4,217,596 shares outstanding  422   422 
Contributed capital  11,693   11,693 
Retained earnings  140,292   140,395 
Total shareholders’ equity  152,407   152,510 
  $232,911  $243,215 

The accompanyingSee notes are an integral part of theseto unaudited condensed consolidated financial statements.
3
3



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
  Nine Months Ended 
  September 30, 
  2016  2015 
CASH PROVIDED BY OPERATIONS:      
Net earnings $2,681  $7,129 
Adjustments to reconcile net earnings to net cash        
from operating activities -        
Depreciation, depletion and amortization  14,385   18,086 
Property sales gains  (1,948)  (522)
Dry hole costs incurred  -   803 
Impairment of oil and natural gas properties  87   1,191 
Provision for doubtful accounts  19   (25)
Deferred income taxes  (1,170)  (1,151)
Net change in fair value contracts  (305)  158 
Equity investment (earnings) losses  2,200   - 
Decrease (increase) in accounts receivable  (1,767)  48,822 
Decrease (increase) in inventories  (8,395)  (1,334)
Decrease (increase) in income tax receivable  113   970 
Decrease (increase) in prepayments  (1,570)  3,790 
Increase (decrease) in accounts payable  (8,795)  (58,594)
Increase (decrease) in accrued liabilities  1,378   5,122 
Other changes, net  (252)  (884)
         
Net cash provided by (used in) operating activities  (3,339)  23,561 
         
INVESTING ACTIVITIES:        
Property and equipment additions  (7,186)  (6,347)
Proceeds from property sales  3,536   660 
Investments  (4,700)  - 
Insurance and state collateral (deposits) refunds  1,081   (39)
         
Net cash (used in) investing activities  (7,269)  (5,726)
         
FINANCING ACTIVITIES        
Dividend payments  (2,784)  (2,784)
         
Net cash (used in) financing activities  (2,784)  (2,784)
         
Increase (decrease) in cash and cash equivalents  (13,392)  15,051 
         
Cash and cash equivalents at beginning of period  91,877   80,184 
         
Cash and cash equivalents at end of period $78,485  $95,235 
 Nine Months Ended
 September 30,
 2017 2016
Operating activities:   
Net (losses) earnings$(4,175) $2,681
Adjustments to reconcile net (losses) earnings to net cash   
provided by (used in) operating activities:   
Depreciation, depletion and amortization10,772
 14,385
Gains on sale of property(347) (1,948)
Impairment of oil and natural gas properties3
 87
Provision for doubtful accounts(9) 19
Deferred income taxes(1,198) (1,170)
Net change in fair value contracts48
 (305)
Losses from equity investment
 468
Impairment of investments in unconsolidated affiliates2,500
 1,732
Loss on deconsolidation of subsidiary (Note 3)3,505
 
Changes in assets and liabilities:   
Accounts receivable5,228
 (1,767)
Accounts receivable/payable, affiliates266
 
Inventories(9,328) (8,395)
Income tax receivable(1,412) 113
Prepayments and other current assets927
 (1,570)
Accounts payable9,482
 (8,795)
Accrued liabilities465
 1,378
Other(240) (252)
Net cash provided by (used in) operating activities16,487
 (3,339)
    
Investing activities:   
Property and equipment additions(2,465) (7,186)
Proceeds from property sales430
 3,536
Investments in unconsolidated affiliates
 (4,700)
Insurance and state collateral (deposits) refunds439
 1,081
Net cash used in investing activities(1,596) (7,269)
    
Financing activities:   
Dividends paid on common stock(2,784) (2,784)
Net cash used in financing activities(2,784) (2,784)
    
Increase (decrease) in cash and cash equivalents12,107
 (13,392)
Cash and cash equivalents at beginning of period87,342
 91,877
Cash and cash equivalents at end of period$99,449
 $78,485


The accompanyingSee notes are an integral partto unaudited condensed consolidated financial statements.


4



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)

       Total
 Common Contributed Retained Shareholders’
 Stock Capital Earnings Equity
        
Balance, January 1, 2017$422
 $11,693
 $139,197
 $151,312
Net losses
 
 (4,175) (4,175)
Dividends paid on common stock
 
 (2,784) (2,784)
Balance, September 30, 2017$422
 $11,693
 $132,238
 $144,353





       Total
 Common Contributed Retained Shareholders’
 Stock Capital Earnings Equity
        
Balance, January 1, 2016$422
 $11,693
 $140,395
 $152,510
Net earnings
 
 2,681
 2,681
Dividends paid on common stock
 
 (2,784) (2,784)
Balance, September 30, 2016$422
 $11,693
 $140,292
 $152,407



See notes to unaudited condensed consolidated financial statementsstatements.


45



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS




Note 1 -1. Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements,Organization

Adams Resources & Energy, Inc. (“AE”), a Delaware corporation organized in the opinion of the Company's management, include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of its financial position at September 30, 2016, its results of operations for the nine months ended September 30, 2016 and 20151973, and its cash flows for the nine months ended September 30, 2016 and 2015. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (‟GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations.  The impact on the accompanying financial statements of events occurring after September 30, 2016, was evaluated through the date of issuance of these financial statements.

Although the Company believes the disclosures madesubsidiaries are adequate to make the information presented not misleading, it is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements, and the notes thereto, included in the Company's latest annual report on Form 10-K. The interim statement of operations is not necessarily indicative of results to be expected for a full year.

Note 2 - Summary of Significant Accounting Policies

Nature of Operations and Principles of Consolidation

The Company isprimarily engaged in the business of crude oil marketing, transportation and storage, tank truck transportation of liquid chemicals and dry bulk and ISO tank container storage and transportation. Unless the context requires otherwise, references to “we,” “us,” “our,” the “Company” or “AE” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries.  

On April 21, 2017, one of our wholly owned subsidiaries, Adams Resources Exploration Corporation (“AREC”), filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), Case No. 17-10866 (KG). AREC operated its business and managed its properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and order of the Bankruptcy Court. AE was the primary creditor in the Chapter 11 process.

On May 3, 2017, AREC filed a motion with the Bankruptcy Court for approval of an auction process to sell its assets pursuant to Section 363 of the Bankruptcy Code and for approval to engage Oil & Gas Asset Clearinghouse to conduct the auction. The auction commenced on July 19, 2017 to determine the highest or otherwise best bid to acquire all or substantially all of AREC’s assets. During the third quarter of 2017, Bankruptcy Court approval was obtained on three asset purchase and sales agreements with three unaffiliated parties, and AREC closed on the sales of substantially all of its assets (see Note 3 for further information).

As a result of AREC’s voluntary bankruptcy filing in April 2017, we no longer controlled the operations of AREC; therefore, we deconsolidated AREC effective with the bankruptcy filing and recorded our investment in AREC under the cost method (see Note 3 for further information). We anticipate completing the bankruptcy process with a confirmed plan during the fourth quarter of 2017. Over the past few years, we have de-emphasized our upstream operations and do not expect this Chapter 11 filing by AREC to have a material adverse impact on any of our core businesses.

Historically, we have operated and reported in three business segments: (i) crude oil marketing, transportation and storage, (ii) tank truck transportation of liquid chemicals and dry bulk and ISO tank container storage and transportation, and (iii) oil and natural gas exploration and production. Its primary areaWe exited the oil and natural gas exploration and production business during the third quarter of operation is within a 1,000 mile radius2017 with the sale of Houston, Texas.  Theour oil and natural gas exploration and production assets.

Basis of Presentation

Our results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of results expected for the full year of 2017. In the opinion of management, the accompanying unaudited condensed consolidated financial statements includereflect all adjustments consisting of normal recurring accruals necessary for fair presentation.  The condensed consolidated financial statements and the accountsaccompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules of Adams Resources & Energy, Inc., a Delaware corporation,the U.S. Securities and its wholly owned subsidiariesExchange 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, 2016 (the ‟Company”“2016 Form 10-K”) after elimination of allfiled with the SEC on March 31, 2017. All significant intercompany accountstransactions and transactions.balances have been eliminated in consolidation.

Cash and Cash Equivalents
6



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents include any Treasury bill, commercial paper, money market fund or federal funds with maturity of 90 days or less.  Depending on cash availability and market conditions, investments

Reclassifications    

Certain reclassifications have been made in corporate and municipal bonds, which arethe prior year’s financial statements to conform to classifications used in the current year. Losses from equity investment has been classified as investmentsa component of other income (expense), net, with its tax effect included in marketable securities, may also be made from timethe income tax benefit (provision) line item on our condensed consolidated statements of operations.

Use of Estimates

The preparation of our financial statements in conformity with GAAP requires management to time.  Cashuse estimates and cash equivalents are maintained with major financial institutions and such deposits may exceedassumptions that affect the reported amount of federally backed insurance provided.  Whileassets and liabilities and disclosure of contingent assets and liabilities at the Company regularly monitorsdate of the financial stabilitystatements and the reported amounts of such institutions,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.


Note 2. General Accounting and Disclosure Matters

Fair Value Measurements

The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, ultimately remainaccounts receivable and accounts payable approximates fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities are recorded at risk subject tofair value based on market quotations from actively traded liquid markets.
A three-tier hierarchy has been established that classifies fair value amounts recognized in the financial viabilitystatements based on the observability of inputs used to estimate such institutions.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.

InventoryFair 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 8 for further information).

Inventory consistsInvestments in Unconsolidated Affiliates

At September 30, 2017, we had no remaining balances in our medical-related investments. We currently do not have any plans to pursue additional medical-related investments.

Bencap. Through February 2017, we owned a 30% member interest in Bencap LLC (“Bencap”). Bencap provides medical insurance brokerage and medical claims auditing services to employers utilizing ERISA governed employee benefit plans. We accounted for our investment in Bencap under the equity method of crude oil heldaccounting. Underlying the terms of the investment agreement, Bencap had the option to request borrowings from us of up to $1.5 million (on or after December 5, 2016 but before October 31, 2018) that we were required to provide or forfeit our 30% member interest. During 2016, we determined that we were unlikely to provide additional funding to Bencap due to Bencap’s lower than projected revenue growth and operating losses since investment inception. During the third quarter of 2016, we recognized an after-tax net loss of $1.4 million to write-off our investment in storage tanks Bencap, which consisted of a pre-tax impairment charge of approximately $1.7 million, pre-tax losses from the equity method investment of $0.5 million

7



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



and at third-party pipelinesan income tax benefit of $0.8 million. In February 2017, in accordance with the terms of the investment agreement, Bencap requested additional funding of approximately $0.5 million from us. We declined the additional funding request and as a result, forfeited our 30% member interest in Bencap. At September 30, 2017, we had no further ownership interest in Bencap.

VestaCare. We own an approximate 15% equity interest (less than 3% voting interest) in VestaCare, Inc., a California corporation (“VestaCare”). VestaCare provides an array of software as a service (“SaaS”) electronic payment technologies to medical providers, payers and patients including VestaCare’s most recent product offering, VestaPay™. VestaPay™ allows medical care providers to structure fully automated and dynamically updating electronic payment plans for their patients. We account for this investment under the cost method of accounting. During the third quarter of 2017, we reviewed our investment in VestaCare and determined that the current projected operating results did not support the carrying value of the investment. As such, we recognized a pre-tax impairment charge of $2.5 million during the third quarter of 2017 and wrote-off our investment in VestaCare. At September 30, 2017, we continue to own an approximate 15% equity interest in VestaCare.

AREC. As a result of AREC’s voluntary bankruptcy filing in April 2017 and our loss of control of AREC, we deconsolidated AREC in April 2017, and we recorded our investment in this subsidiary under the cost method of accounting. We recorded a non-cash charge during the second quarter of 2017 of approximately $1.6 million associated with the deconsolidation of AREC, which reflected the excess of the net assets of AREC over its estimated fair value based on the expected sales transaction price, net of estimated transaction costs. As a result of the sale of substantially all of AREC’s assets during the third quarter of 2017, we recognized an additional loss of $1.9 million, which represents the difference between the net proceeds we expect to be paid upon settlement of the bankruptcy, net of anticipated remaining closing costs identified as part of the Company’sliquidation plan, and the book value of our cost method investment. At September 30, 2017, our remaining investment in AREC was $3.2 million (see Note 3 for further information).

Letter of Credit Facility

We maintain a Credit and Security Agreement with Wells Fargo Bank, National Association to provide up to a $60 million stand-by letter of credit facility used to support crude oil purchases within our crude oil marketing operations.  Crudesegment. This facility is collateralized by the eligible accounts receivable within our crude oil inventory is carried at the lower of average cost or market.marketing segment.

5The issued stand-by letters of credit are canceled as the underlying purchase obligations are satisfied by cash payment when due. The letter of credit facility places certain restrictions on Gulfmark Energy, Inc., one of our wholly owned subsidiaries. These restrictions include the maintenance of a combined 1.1 to 1.0 current ratio and the maintenance of positive net earnings excluding inventory valuation changes, as defined, among other restrictions. We are currently in compliance with all such financial covenants. No letter of credit amounts were outstanding at September 30, 2017 and December 31, 2016. The letter of credit facility was amended during the third quarter of 2017 to extend the expiration date to August 27, 2019.


Prepayments and Other Current Assets

The components of prepayments areand other current assets were as follows (inat the dates indicated (in thousands):
 September 30, December 31,
 2017 2016
    
Insurance premiums$201
 $1,403
Rents, licenses and other967
 694
Total$1,168
 $2,097

  September 30,  December 31, 
  2016  2015 
       
Cash collateral deposits for commodity purchases $-  $167 
Insurance premiums  3,323   1,609 
Rents, license and other  836   813 
         
  $4,159  $2,589 

8



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Property and Equipment

ExpendituresWe capitalize expenditures for major renewals and betterments, are capitalized, and we expense expenditures for maintenance and repairs are expensed as incurred. InterestWe capitalize interest costs incurred in connection with major capital expenditures are capitalized and amortizedamortize these costs over the lives of the related assets. When properties are retired or sold, the related cost and accumulated depreciation, depletion and amortization is removed from the accounts and any gain or loss is reflected in earnings.earnings, and is included in operating costs and expenses.

OilWe accounted for oil and gas exploration and development expenditures are accounted for in accordance with the successful efforts method of accounting. DirectWe capitalized direct costs of acquiring developed or undeveloped leasehold acreage, including lease bonus, brokerage and other fees, are capitalized. Exploratoryfees. We initially capitalized exploratory drilling costs are initially capitalized until the properties arewere evaluated and determined to be either productive or nonproductive. Such evaluations arewere made on a quarterly basis. If an exploratory well iswas determined to be nonproductive, the costs of drilling the well arewere charged to expense. Costs incurred to drill and complete development wells, including dry holes, arewere capitalized. As ofAt September 30, 2016, the Company2017, we had no unevaluated or suspended exploratory drilling costs. Effective in April 2017, our oil and natural gas subsidiary was deconsolidated and was accounted for as a cost method investment, as a result of its bankruptcy filing (see Note 3 for further information).

Depreciation,We calculated depreciation, depletion and amortization of the cost of proved oil and gas properties is calculated using the unit-of-productionunits-of-production method. The reserve base or denominator used to calculate depreciation, depletion and amortization for leasehold acquisition costs and the cost to acquire proved properties iswas the sum of proved developed reserves and proved undeveloped reserves. For lease and well equipment, development costs and successful exploration drilling costs, the reserve base includesincluded only proved developed reserves. The numerator for suchthese calculations iswas actual production volumes for the period. All other property and equipment is depreciated using the straight-line method over the estimated average useful lives of three to twenty years.

The Company reviews itsWe review our long-lived assets for impairment whenever there is evidence that the carrying value of such 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. Producing oil and gas properties arewere reviewed on a field-by-field basis. Fields with carrying values in excess of their estimated undiscounted future net cash flows arewere deemed impaired. For properties requiring impairment, the fair value is estimated based on an internal discounted cash flow model. Cash flows are developed based on estimated future production, and prices are then discounted using a market based rate of return consistent with that used by the Companyus in evaluating cash flows for other assets of a similar nature.  At times during 2016, the commodity price for crude oil has been in decline which, if it continues, may require the recording of future impairments in the carrying value of oil and gas properties.

6

On a quarterly basis, management evaluateswe evaluated the carrying value of non-producing oil and gas leasehold properties and may deemhave deemed them impaired based on remaining lease term, area drilling activity and the Company’sour plans for the property. This fair value measure dependsdepended highly on management’sour assessment of the likelihood of continued exploration efforts in a given area. Therefore, such data inputs are categorized as ‟unobservable”“unobservable” or ‟Level“Level 3” inputs.  (See ‟Fair Value Measurements” below)inputs (see Note 8 for further information). Importantly, this fair value measure only applies to the write-down of capitalized costs and will never result in an increase to reported earnings.

Impairment provisions are included in our oil and natural gas segment operating losses were not material during the three and were as follows (in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Producing property impairments $1  $207  $-  $- 
Non-producing property impairments  86   984   -   568 
Total $87  $1,191   -  $568 

Capitalized costs for non-producing oil and gas leasehold interests currently represent approximately three percent of total oil and gas property costs and are categorized as follows (in thousands):

  September 30,  December 31, 
  2016  2015 
Napoleonville, Louisiana acreage $-  $49 
Wyoming and other acreage  200   182 
Total Non-producing Leasehold Costs $200  $231 

Since the Company is generally not the operator of its oil and gas property interests, it does not maintain the underlying detail acreage data and the Company is dependent on the operator when determining which specific acreage will ultimately be drilled.  However, the capitalized cost detail on a property-by-property basis is reviewed by management, and deemed impaired if development is not anticipated prior to lease expiration.  Onshore leasehold periods are normally three years and may contain renewal options.

Investments

Investments reflect the Company’s interest in operating entities where the Company holds a non-controlling interest.  Investments where the Company’s interest is between twenty percent and fifty percent of the ownership are accounted for under the “Equity Method”.  Under the equity method, the initial investment is capitalized and adjusted periodicallynine months ended September 30, 2016 or for the Company’s pro-rata share of earnings and losses.  Any dividends received will reduce the equity investment balance.  Investments where the Company’s interest is less than twenty percent are accounted for on the “Cost Method”.  Under the cost method, the initial investment is capitalized, but no adjustments are made to capitalized costs for the underlying earnings of the investments.  For cost method investments, dividends are recorded as income upon receipt.

7

Onperiod from January 14, 2016 the Company’s wholly owned subsidiary Adams Resources Medical Management, Inc. (“ARMM”) acquired a 30% member interest in Bencap LLC (“Bencap”) for a $2,200,000 cash payment.  Bencap provides medical insurance brokerage and medical claims auditing services to employers utilizing ERISA governed employee benefit plans.  The Company accounts for this investment under the equity method of accounting.  Bencap may require additional funding as it completes development of its operations.  To fund such needs, on or after December 5, 2016 but before October 31, 2018, Bencap may request to borrow from ARMM an amount no greater than $1,500,000 and on or after September 1, 2017 but before August 31, 2019, Bencap may request to borrow an amount no greater than $2,000,000.  ARMM is under no obligation to make such loans.  However, in the event ARMM elects not to make such loans, ARMM’s interest in Bencap is forfeited.  Bencap is subject to certain restrictions on its ability to make cash distributions during any period when such loans remain outstanding.

Bencap’s predecessor entities began operating in their current form in January 2014.  Presently, Bencap’s primary focus is developing a general market for its medical claims auditing services.  Unlike the traditional approach to employee medical insurance, Bencap’s methodology audits and pays claims based on a multiplier which takes into consideration a premium over Medicare rates and/or a premium over the “Cost-to-Charge Ratio” which facility providers must file with the Federal government.  The Company has utilized this methodology over the past three years to process and pay medical claims for its employees, including all management personnel.

Inthrough April 2016 the Company, through its ARMM subsidiary, acquired an approximate 15% equity interest (less than 3% voting interest) in VestaCare, Inc., a California corporation (“VestaCare”), for a $2,500,000 cash payment.  VestaCare provides an array of software as a service (“SaaS”) electronic payment technologies to medical providers, payers and patients including VestaCare’s most recent product offering, VestaPay™.  VestaPay™ allows medical care providers to structure fully automated and dynamically updating electronic payment plans for their patients.  As deductibles and copays have risen in recent years, medical care providers are experiencing a significant shift in revenues from the insurance company to the individual patient.  The increasing level of patient obligations has led to significantly increased bad debt write-offs for providers.  The VestaCare product earns a contingent collection fee and handling fees as account collections improve.

The Company’s investments are considered long-lived assets and will be reviewed for impairment whenever there is evidence that the carrying value of such assets may not be recoverable.  These fair value measures depend highly on management’s assessment of the financial status of the underlying operation.  Such data inputs are “unobservable” or “Level 3” inputs.  The Company’s Bencap and VestaCare investments are in the early stage of product implementation.  The Company monitors revenue and product acceptance trends in order to assess the current fair value of the investment.  If the fair value of these investments is determined to be below their carrying value and that loss in fair value is deemed other than temporary, an investment loss will be recognized.  During the third quarter of 2016, the Company completed a review of its equity method investment in Bencap and determined there was an other than temporary impairment.  Underlying this decision are the terms of the investment agreement where Bencap has the option to request borrowings up to $1,500,000 on or after December 5, 2016 but before October 31, 2018.  Given Bencap’s lower than projected revenue growth and operating losses, the Company is unlikely to loan any requested funds causing forfeiture of the investment, leading to the decision to fully impair the investment.  The Company recognized a net loss of $1,430,000 from its investment in Bencap as of September 30, 2016.  This loss included a pre-tax impairment charge of $1,732,000 and pre-tax losses from the equity method investment of $468,000.2017.
8

Cash Deposits and Other Assets

The Company has established certain deposits to support participation in its liability insurance program and remittance of state crude oil severance taxes and other state collateral deposits.  Insurance collateral deposits are invested at the discretion of the Company’s insurance carrier and such investments primarily consist of intermediate term federal government bonds and bonds backed by federal agencies.  This fair value measure relies on inputs from quoted prices for similar assets and is thus categorized as a ‟Level 2” valuation in the fair value hierarchy.  Components of cash deposits and other assets are as follows (in thousands):

  September 30,  December 31, 
  2016  2015 
Insurance collateral deposits $5,585  $6,531 
State collateral deposits  131   140 
Materials and supplies  281   292 
  $5,997  $6,963 

Revenue Recognition

Certain commodity purchase and sale contracts utilized by the Company’sour crude oil marketing business qualify as derivative instruments with certain specifically identified contracts also designated as trading activity. From the time of contract origination, such trading activity contracts are marked-to-market and recorded on a net revenue basis in the accompanying consolidated financial statements.


9



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Most crude oil purchase contracts and sale contracts qualify and are designated as non-trading activities, and the Company considerswe consider such contracts as normal purchases and sales activity. For normal purchases and sales, the Company’sour customers are invoiced monthly based upon contractually agreed upon terms with revenue recognized in the month in which the physical product is delivered to the customer. Such sales are recorded on a gross basis in the financial statements because the Company takeswe take title, hashave risk of loss for the products, isare the primary obligor for the purchase, establishesestablish the sale price independently with a third party and maintainsmaintain credit risk associated with the sale of the product.

Certain 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. Such buy/sell arrangements are reflected on a net revenue basis in the accompanying unaudited condensed consolidated financial statements.

Reporting suchthese crude oil contracts on a gross revenue basis would increase the Company’sour reported revenues as follows (infor the periods indicated (in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
             
Revenue gross-up $245,245  $388,936  $70,236  $122,273 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
Revenue gross-up$46,306
 $70,236
 $148,779
 $245,245

Transportation segment customers are invoiced based upon contractually agreed upon terms, and the related revenue is recognized as the service is provided. Oil and gas revenue from the Company’s interests in producing wells is recognized as title and physical possession of the oil and gas passes to the purchaser.

Sales of Long-lived assets

Gains and losses from the sale or disposal of long-lived assets that do not meet the criteria for presentation as a discontinued operation are presented in the accompanying financial statements as a component of operating earnings.

9

Concentration of Credit Risk

The Company’s largest customers consist of large multinational integrated oil companies and independent refiners of crude oil.  In addition, the Company transacts business with independent oil producers, major chemical concerns, crude oil trading companies and a variety of commercial energy users.  Within this group of customers the Company generally derives approximately 50 percent of its revenues from three to five large crude oil refining concerns.  While the Company has ongoing established relationships with certain domestic refiners of crude oil, alternative markets are readily available since the Company supplies less than one percent of U.S. domestic refiner demand.  As a fungible commodity delivered to major Gulf Coast supply points, the Company’s crude oil sales can be readily delivered to alternative end markets.  Management believes that a loss of any customers where the Company currently derives more than 10 percent of its revenues would not have a material adverse effect on the Company’s operations.

Accounts receivable associated with crude oil activities comprise approximately 90 percent of the Company’s total receivables and industry practice requires payment for such sales to occur within 20 days of the end of the month following a transaction.  The Company’s customer makeup, credit policies and the relatively short duration of receivables mitigate the uncertainty typically associated with receivables management.

Letter of Credit Facility

The Company maintains a Credit and Security Agreement with Wells Fargo Bank to provide up to a $60 million stand-by letter of credit facility used to support crude oil purchases within the marketing segment.  This facility is collateralized by the eligible accounts receivable within the segment and outstanding amounts were as follows (in thousands):

  Nine Months Ended 
  September 30, 
  2016  2015 
       
Stand-by letters of credit $-  $1,000 

The issued stand-by letters of credit are cancelled as the underlying purchase obligations are satisfied by cash payment when due.  The letter of credit facility places certain restrictions on the Company’s Gulfmark Energy, Inc. subsidiary.  Such restrictions include the maintenance of a combined 1.1 to 1.0 current ratio and the maintenance of positive net earnings excluding inventory valuation changes, as defined, among other restrictions.  The Company is currently in compliance with all such financial covenants.

Statement of Cash Flows

There were no significant non-cash financing activities in any of the periods reported.  Statements of cash flow disclosure items include the following (in thousands):

  Nine Months Ended 
  September 30, 
  2016  2015 
       
Interest paid $-  $5 
         
Federal and state tax paid  2,582   4,038 

10

Capitalized amounts included in property and equipment that were not included in amounts reported for cash additions in the Statements of Cash Flows for the applicable report dates were as follows (in thousands):

  As of September 30, 
  2016  2015 
       
Property and equipment additions $382  $3 

Earnings Per Share

Earnings per share are based on the weighted average number of shares of common stock and potentially dilutive common stock shares outstanding during the period presented herein. The weighted average number of shares outstanding was 4,217,596 for 2016 and 2015.  There were no potentially dilutive securities during those periods.

Share-Based Payments

During the periods presented herein, the Company had neither stock-based employee compensation plans nor any other share-based payment arrangements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. Examples of significant estimates used in the accompanying consolidated financial statements include oil and gas reserve volumes forming the foundation for calculating depreciation, depletion and amortization and for estimating cash flows when assessing impairment triggers and when estimating values associated with oil and gas properties.  Other examples include revenue accruals, the provision for bad debts, insurance related accruals, income tax permanent and timing differences, contingencies and valuation of fair value contracts.

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 assets and liabilities and their respective tax basis.

Use of Derivative Instruments

The Company’s marketing segment is involved in the purchase and sale of crude oil.  The Company seeks 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, such 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, the Company accounts for such contracts at fair value, unless the normal purchase and sale exception is applicable.  Such underlying contracts are standard for the industry and are the governing document for the Company’s crude oil wholesale distribution businesses.  None of the Company’s derivative instruments have been designated as hedging instruments.  The accounting methodology utilized by the Company for its commodity contracts is further discussed below under the caption ‟Fair Value Measurements”.

11

The estimated fair value of forward month commodity contracts (derivatives) is reflected in the accompanying Unaudited Condensed Consolidated Balance Sheet as of September 30, 2016 as follows (in thousands):

  Balance Sheet Location and Amount 
  Current  Other  Current  Other 
  Assets  Assets  Liabilities  Liabilities 
Asset Derivatives            
- Fair Value Forward Hydrocarbon Commodity            
Contracts at Gross Valuation $153  $-  $-  $- 
Liability Derivatives                
- Fair Value Forward Hydrocarbon Commodity                
Contracts at Gross Valuation  -   -   43   - 
Less Counterparty Offsets  -   -   -   - 
                 
As Reported Fair Value Contracts $153  $-  $43  $- 

As of September 30, 2016, three commodity purchase and sale contracts comprise the Company’s derivative valuations.  These contracts encompass approximately 65 barrels per day of diesel fuel during October 2016 through March 2017, 142,000 barrels of crude oil for the month of November 2016 and 3,000 barrels of crude oil during October 2016 through December 2016.

Forward month commodity contracts (derivatives) are reflected in the accompanying Unaudited Condensed Consolidated Balance Sheet as of December 31, 2015 as follows (in thousands):

  Balance Sheet Location and Amount 
  Current  Other  Current  Other 
  Assets  Assets  Liabilities  Liabilities 
Asset Derivatives            
- Fair Value Forward Hydrocarbon Commodity            
Contracts at Gross Valuation $-  $-  $-  $- 
Liability Derivatives                
- Fair Value Forward Hydrocarbon Commodity                
Contracts at Gross Valuation  -   -   195   - 
Less Counterparty Offsets  -   -   -   - 
                 
As Reported Fair Value Contracts $-  $-  $195  $- 

As of December 31, 2015, one commodity purchase and sale contract comprised the Company’s derivative valuations.  The purchase and sale contract encompasses approximately 65 barrels per day of diesel fuel in each of January, February and March 2016.

The Company only enters into commodity contracts with creditworthy counterparties or obtains collateral support for such activities.  As of September 30, 2016 and December 31, 2015, the Company was not holding nor has it posted any collateral to support its forward month fair value derivative activity. The Company is not subject to any credit-risk related trigger events.  The Company has no other financial investment arrangements that would serve to offset its derivative contracts.

12

Forward month commodity contracts (derivatives) are reflected in the accompanying Unaudited Condensed Consolidated Statement of Operations for the nine months and three months ended September 30, 2016 and 2015 as follows (in thousands):

 EarningsEarnings
 Nine Months EndedThree Months Ended
 September 30,September 30,
  2016201520162015
         
Revenues – Marketing$          305$          (158)$          181$          (208)

Fair Value Measurements

The carrying amount reported in the consolidated balance sheet 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.

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 the Company elects, cash flow hedge accounting.  The Company had no contracts designated for hedge accounting during any current reporting periods.

Fair value estimates are based on assumptions that market participants would use when pricing an asset or liability and the Company uses a fair value hierarchy of three levels that prioritizes the information used to develop those assumptions.  Currently, for all items presented herein, the Company utilizes a market approach to valuing its contracts.  On a contract by contract, forward month by forward month basis, the Company obtains observable market data for valuing its contracts.  The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data.  The fair value hierarchy is summarized as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities that may be accessed at the measurement date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  For Level 1 valuation of marketable securities, the Company utilizes market quotations provided by its primary financial institution and for the valuation of derivative financial instruments the Company utilizes the New York Mercantile Exchange (‟NYMEX”) for such valuations.

Level 2 – (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical assets or liabilities but in markets that are not actively traded or in which little information is released to the public, (c) observable inputs other than quoted prices and (d) inputs derived from observable market data.  Source data for Level 2 inputs include information provided by the NYMEX, published price data and indices, third party price survey data and broker provided forward price statistics.

Level 3 – unobservable market data inputs for assets or liabilities.

13

As of September 30, 2016, the Company’s fair value assets and liabilities are summarized and categorized as follows (in thousands):

  Market Data Inputs       
  Gross Level 1  Gross Level 2  Gross Level 3  Counterparty    
  Quoted Prices  Observable  Unobservable  Offsets  Total 
Derivatives               
- Current assets $-   153  $-  $-  $153 
- Current liabilities  -   (43)  -   -   (43)
Net Value $-  $110  $-  $-  $110 

As of December 31, 2015, the Company’s fair value assets and liabilities are summarized and categorized as follows (in thousands):

  Market Data Inputs       
  Gross Level 1  Gross Level 2  Gross Level 3  Counterparty    
  Quoted Prices  Observable  Unobservable  Offsets  Total 
Derivatives               
- Current assets $-  $-  $-  $-  $- 
- Current liabilities  -   (195)  -   -   (195)
Net Value $-  $(195) $-  $-  $(195)

When determining fair value measurements, the Company makes credit valuation adjustments to reflect both its own nonperformance risk and its counterparty’s nonperformance risk.  When adjusting the fair value of derivative contracts for the effect of nonperformance risk, the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, and guarantees are considered.  Credit valuation adjustments utilize Level 3 inputs, such as credit scores to evaluate the likelihood of default by the Company or its counterparties.  As of September 30, 2016 and December 31, 2015, credit valuation adjustments were not significant to the overall valuation of the Company’s fair value contracts.  As a result, applicable fair value assets and liabilities are included in their entirety in the fair value hierarchy.

Recent Accounting PronouncementsDevelopments

Revenue Recognition. In May 2014, the FASB amendedFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). The new accounting standard, along with its related amendments, replaces the current rules-based U.S. GAAP governing revenue recognition with a principles-based approach. We plan to adopt the new standard on January 1, 2018 using the modified retrospective approach, which requires us to apply the new revenue standard to (i) all new revenue contracts entered into after January 1, 2018 and (ii) all existing accounting standardsrevenue contracts as of January 1, 2018 through a cumulative adjustment to equity.  In accordance with this approach, our consolidated revenues for periods prior to January 1, 2018 will not be revised.

The core principle in the new guidance is that a company should recognize revenue recognition.  The amendments are based on the principlein a manner that revenue should be recognized to depictfairly depicts the transfer of promised goods or services to customers in an amountamounts that reflectsreflect the consideration to which the entitycompany expects to be entitled in exchangereceive for those goods or services.  TheIn order to apply this core principle, companies will apply the following five steps in determining the amount of revenues to recognize: (i) identify the contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligation is satisfied. Each of these steps involves management’s judgment and an analysis of the material terms and conditions of the contract.

Our implementation activities related to ASC 606 are ongoing. We do not anticipate that there will be material differences in the amount or timing of revenues recognized following the new standard’s adoption date. Although total consolidated revenues may not be materially impacted by the new guidance, we do anticipate significant changes to our disclosures based on the additional requirements prescribed by ASC 606. These new disclosures include information regarding the significant judgments used in evaluating when and how revenue is effective for annual periods ending after December 15, 2017.  Early adoption is permitted.  The amendments may be applied retrospectively(or will be) recognized and data related to each prior period presented or retrospectively withcontract assets and liabilities. Additionally, we are currently evaluating our business processes, systems and controls to ensure the cumulative effect recognized asaccuracy and timeliness of the date of initial application.  Management is currently evaluatingrecognition and disclosure requirements under the impact of these amendments on the Company’s consolidated financial statements as well as the transition alternatives.new revenue guidance.


10



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Leases. In August 2014,February 2016, the FASB issued guidance requiring managementASC 842, Leases (“ASC 842”), which requires substantially all leases (with the exception of leases with a term of one year or less) to perform interim and annual assessmentsbe recorded on the balance sheet using a method referred to as the right-of-use (“ROU”) asset approach. We plan to adopt the new standard on January 1, 2019 using the modified retrospective method described within ASC 842.

The new standard introduces two lease accounting models, which result in a lease being classified as either a “finance” or “operating” lease on the basis of an entity’s ability to continuewhether the lessee effectively obtains control of the underlying asset during the lease term. A lease would be classified as a going concern withinfinance lease if it meets one yearof five classification criteria, four of which are generally consistent with current lease accounting guidance. By default, a lease that does not meet the criteria to be classified as a finance lease will be deemed an operating lease. Regardless of classification, the initial measurement of both lease types will result in the balance sheet recognition of a ROU asset representing a company’s right to use the underlying asset for a specified period of time and a corresponding lease liability. The lease liability will be recognized at the present value of the datefuture lease payments, and the financial statements are issued.  ROU asset will equal the lease liability adjusted for any prepaid rent, lease incentives provided by the lessor, and any indirect costs.

The standard also provides guidancesubsequent measurement of each type of lease varies. Leases classified as a finance lease will be accounted for using the effective interest method. Under this approach, a lessee will amortize the ROU asset (generally on determining whena straight-line basis in a manner similar to depreciation) and how to disclose going concern uncertaintiesthe discount on the lease liability (as a component of interest expense). Leases classified as an operating lease will result in the financial statements.  Therecognition of a single lease expense amount that is recorded on a straight-line basis (or another systematic basis, if more appropriate).
We are in the process of reviewing our lease agreements in light of the new guidance. Although we are in the early stages of our ASC 842 implementation project, we anticipate that this new lease guidance is effective forwill cause significant changes to the annual period ending after December 15, 2016,way leases are recorded, presented and interim periods thereafter, with early adoption permitted.  Management does not expect the adoption of this guidance to have a material impact on thedisclosed in our consolidated financial statements.

14

Note 3. Subsidiary Bankruptcy, Deconsolidation and Sale

Bankruptcy Filing, Deconsolidation and Sale

On April 21, 2017, AREC filed a voluntary petition in the Bankruptcy Court seeking relief under the Bankruptcy Code. AREC operated its business and managed its properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and order of the Bankruptcy Court. As a result of AREC’s bankruptcy filing, AE ceded its authority to the Bankruptcy Court, and AE management could not carry on AREC activities in the ordinary course of business without Bankruptcy Court approval. AE managed the day-to-day operations of AREC, but did not have discretion to make significant capital or operating budgetary changes or decisions and purchase or sell significant assets, as AREC’s material decisions were subject to review by the Bankruptcy Court. For these reasons, we concluded that AE lost control of AREC, and no longer has significant influence over AREC during the pendency of the bankruptcy. Therefore, we deconsolidated AREC effective with the filing of the Chapter 11 bankruptcy in April 2017.

In March 2016,order to deconsolidate AREC, the FASB issued Accounting Standard Update No. 2016-02, Leases (Topic 842).  The standard amends existing accounting standards to require the capitalization and recording on the balance sheetcarrying values of the assets and liabilities of AREC were removed from our consolidated balance sheet as of April 30, 2017, and we recorded our investment in AREC at its estimated fair value of approximately $5.0 million. We determined the fair value of our investment based upon bids we received in the auction process. We also determined that the estimated fair value of our investment in AREC was expected to be lower than its net book value immediately prior to the deconsolidation. As a result, during the second quarter of 2017, we recorded a non-cash charge of approximately $1.6 million associated with lease termsthe deconsolidation of more than 12 months.AREC, which reflected the excess of the net assets of AREC over its estimated fair value based on the expected sales transaction price of approximately $5.0 million, net of estimated transaction costs. Subsequent to the deconsolidation of AREC, we accounted for our investment in AREC using the cost method of accounting because AE did not exercise significant influence over the operations of AREC due to the Chapter 11 filing.


11



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



On August 1, 2017, a hearing was held before the Bankruptcy Court seeking approval of asset purchase and sales agreements under Section 363 of the Bankruptcy Code with three unaffiliated parties to purchase AREC’s oil and natural gas assets for aggregate cash proceeds of approximately $5.2 million. The new standard is effective for fiscal years beginning after December 15, 2018.  As of December 31, 2015,Bankruptcy Court approved the Company had rental obligations under long-term non-cancellable operating leasesasset purchase and terminaling arrangements totaling $12,393,000 payable through 2019, with only nominal activity during 2016.  Management is currently evaluatingsales agreements, and we closed on the impactsales of these amendments onassets during the Company’s consolidated financial statements as well as the transition alternatives.third quarter of 2017.

In October 2017, AREC submitted its liquidation plan to the Bankruptcy Court for approval. In connection with the sales of these assets and submission of the liquidation plan, we recognized an additional loss of $1.9 million during the third quarter of 2017, which represents the difference between the proceeds we expect to be paid upon settlement of the bankruptcy, net of anticipated remaining closing costs identified as part of the liquidation plan, and the book value of our cost method investment. We anticipate completing the bankruptcy process with a confirmed plan during the fourth quarter of 2017.

DIP Financing – Related Party Relationship

In connection with the bankruptcy filing, AREC entered into a Debtor in Possession Credit and Security Agreement with AE (“DIP Credit Agreement”) dated as of April 25, 2017, in an aggregate amount of up to $1.25 million, of which the funds were to be used by AREC solely to fund operations through August 2016,11, 2017. Loans under the FASB issued Accounting Standards Update No. 2016-15, “StatementDIP Credit Agreement accrued interest at a rate of Cash Flows (Topic 230)” which is intended to clarifyLIBOR plus 2.0% per annum and align how certain cash receiptswere due and cash payments are presentedpayable upon the earlier of (a) twelve months after the petition date, (b) the closing of the sale of substantially all of AREC’s assets, (c) the effective date of a Chapter 11 plan of reorganization of AREC, and classified(d) the date that the DIP loan was accelerated upon the occurrence of an event of default, as defined in the statementDIP Credit Agreement. AREC borrowed approximately $0.4 million under the DIP Credit Agreement, and the amount was repaid during the third quarter of cash flows where there is currently diversity in practice.  ASU 2016-15 specifically addresses eight classification issues within the statement of cash flows including2017 with proceeds from the settlement of insurance claims; distributions received from equity method investees; and separately identifiable cash flows and applicationsales of the predominance principle.  ASU 2016-15 is effective for annual and interim periods in fiscal years beginning after December 15, 2017.  Management is currently evaluating the impact of these amendments on the Company’s consolidated financial statements.assets.

With
Note 4. Property and Equipment

Components of property and equipment were as follows at the exceptiondates indicated (in thousands):
 September 30, December 31,
 2017 2016
    
Marketing$56,913
 $56,907
Transportation70,790
 70,849
Oil and natural gas (successful efforts)
 62,784
Other108
 108
Total127,811
 190,648
Less accumulated depreciation, depletion and amortization(95,853) (144,323)
Property and equipment, net$31,958
 $46,325

During the third quarter of 2017, we entered into capital leases for certain trucks in our marketing segment. Gross property and equipment recorded under capital leases were $1.8 million at September 30, 2017. Accumulated amortization associated with capital leases was less than $0.1 million at September 30, 2017 (see Note 10 for further information).     


12



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Components of depreciation, depletion and amortization expense were as follows for the periods indicated (in thousands):
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Depreciation, depletion and amortization,       
excluding amounts under capital leases$3,210
 $4,514
 $10,742
 $14,385
Amortization of property and equipment       
under capital leases30
 
 30
 
Total depreciation, depletion and amortization$3,240
 $4,514
 $10,772
 $14,385


Note 5. Cash Deposits and Other Assets

Components of cash deposits and other assets were as follows at the dates indicated (in thousands):
 September 30, December 31,
 2017 2016
    
Amounts associated with liability insurance program:   
Insurance collateral deposits$2,252
 $2,599
Excess loss fund1,495
 1,450
Accumulated interest income777
 812
Other amounts:   
State collateral deposits51
 143
Materials and supplies320
 354
Other37
 171
Total$4,932
 $5,529

We have established certain deposits to support participation in our liability insurance program and remittance of state crude oil severance taxes and other state collateral deposits. Insurance collateral deposits are held by the insurance company to cover past or potential open claims based upon a percentage of the new standardsmaximum assessment under our insurance policies. Excess amounts in our loss fund represent premium payments in excess of claims incurred to date that we may be entitled to recover through settlement or commutation as claim periods are closed. Interest income is earned on all amounts held by the insurance company and will be paid to us upon settlement of policy years.

Insurance collateral deposits are invested at the discretion of our insurance carrier. This fair value measure relies on inputs from quoted prices for revenue recognitionsimilar assets and leases,is thus categorized as discussed, management believesa “Level 3” valuation in the impactfair value hierarchy (see Note 8 for further information).

13



Note 3 –6. Segment Reporting

The Company is engaged in the business ofHistorically, our three reporting segments have been: (i) crude oil marketing, as well astransportation and storage, (ii) tank truck transportation of liquid chemicals and dry bulk and ISO tank container storage and transportation, and (iii) oil and natural gas exploration and production. Our oil and natural gas exploration and production wholly owned subsidiary filed for bankruptcy in April 2017 (see Note 3 for further information), and as a result of our loss of control of the wholly owned subsidiary, AREC was deconsolidated and is accounted for under the cost method of accounting. AREC remained a reportable segment until its deconsolidation, effective April 30, 2017.

Information concerning the Company'sour various business activities is summarizedwas as follows (infor the periods indicated (in thousands):
 Reporting Segments  
 Marketing Transportation Oil and Gas Total
        
Three Months Ended September 30, 2017       
Revenues$282,229
 $13,082
 $
 $295,311
Segment operating (losses) earnings2,412
 (915) 
 1,497
Depreciation, depletion and amortization1,911
 1,329
 
 3,240
Property and equipment additions178
 179
 
 357
        
Three Months Ended September 30, 2016       
Revenues$243,704
 $12,310
 $863
 $256,877
Segment operating (losses) earnings1,265
 (430) (543) 292
Depreciation, depletion and amortization2,418
 1,701
 395
 4,514
Property and equipment additions
 2,329
 85
 2,414
        
Nine Months Ended September 30, 2017       
Revenues$872,020
 $40,153
 $1,427
 $913,600
Segment operating (losses) earnings5,496
 (920) 53
 4,629
Depreciation, depletion and amortization5,957
 4,392
 423
 10,772
Property and equipment additions451
 189
 1,825
 2,465
        
Nine Months Ended September 30, 2016       
Revenues$758,627
 $39,517
 $2,427
 $800,571
Segment operating (losses) earnings13,148
 444
 (1,222) 12,370
Depreciation, depletion and amortization7,621
 5,536
 1,228
 14,385
Property and equipment additions514
 6,480
 192
 7,186

- Nine Month Comparison
14

     Segment  Depreciation  Property and 
     Operating  Depletion and  Equipment 
  Revenues  Earnings  Amortization  Additions 
Period Ended September 30, 2016            
Marketing $758,627  $13,148  $7,621  $514 
Transportation  39,517   444   5,536   6,480 
Oil and gas  2,427   (1,222)  1,228   192 
  $800,571  $12,370  $14,385  $7,186 
Period Ended September 30, 2015                
Marketing $1,541,999  $22,405  $8,336  $2,128 
Transportation  49,921   3,212   5,691   1,584 
Oil and gas  4,104   (6,406)  4,059   2,635 
  $1,596,024  $19,211  $18,086  $6,347 



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

- Three Month Comparison

     Segment  Depreciation  Property and 
     Operating  Depletion and  Equipment 
  Revenues  Earnings  Amortization  Additions 
Period Ended September 30, 2016            
Marketing $243,704  $1,265  $2,418  $- 
Transportation  12,310   (430)  1,701   2,329 
Oil and gas  863   (543)  395   85 
  $256,877  $292  $4,514  $2,414 
Period Ended September 30, 2015                
Marketing $423,014  $3,715  $2,782  $- 
Transportation  15,748   918   1,892   1,050 
Oil and gas  1,131   (2,909)  1,294   458 
  $439,893  $1,724  $5,968  $1,508 

Segment operating earnings reflect revenues net of operating costs and depreciation, depletion and amortization expense and are reconciled to earnings from continuing operations(losses) before income taxes, as follows (infor the periods indicated (in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Segment operating earnings $12,370  $19,211  $292  $1,724 
- General and administrative  (6,252)  (7,750)  (2,114)  (2,101)
Operating earnings  6,118   11,461   (1,822)  (377)
- Interest income  444   237   245   64 
- Interest expense  -   (5)  -   (1)
Earnings before income tax $6,562  $11,693  $(1,577) $(314)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
Segment operating earnings$1,497
 $292
 $4,629
 $12,370
General and administrative(2,787) (2,114) (6,884) (6,252)
Operating earnings (losses)(1,290) (1,822) (2,255) 6,118
Loss on deconsolidation of subsidiary(1,870) 
 (3,505) 
Impairment of investments in unconsolidated affiliates(2,500) (1,732) (2,500) (1,732)
Losses from equity investment
 (68) 
 (468)
Interest income370
 245
 789
 444
Interest expense(8) 
 (10) 
(Losses) earnings before income taxes$(5,298) $(3,377) $(7,481) $4,362

Identifiable assets by industry segment arewere as follows (inat the dates indicated (in thousands):

  September 30,  December 31, 
  2016  2015 
Marketing $98,689  $96,723 
Transportation  34,558   35,010 
Oil and gas  7,459   8,930 
Other  92,205   102,552 
  $232,911  $243,215 
 September 30, December 31,
 2017 2016
    
Reporting segment:   
Marketing$107,388
 $107,257
Transportation29,492
 32,120
Oil and Gas (1)
3,200
 7,279
Cash and other assets108,449
 100,216
Total assets$248,529
 $246,872
____________________
(1)At September 30, 2017, amount represents our cost method investment in this segment.

Intersegment sales are insignificant and all sales occurred in the United States. Other identifiable assets are primarily corporate cash, corporate accounts receivable, investments and properties not identified with any specific segment of the Company’sour business. Accounting policies for transactions between reportable segments are consistent with applicable accounting policies as disclosed herein.
16



Note 4 -7. Transactions with Affiliates

The late Mr. K. S. Adams, Jr., former Chairman of the Board of the Company, and certain of his family partnerships and affiliates have participated as working interest owners with the Company’s subsidiary, Adams Resources Exploration Corporation (‟AREC”)  Mr. Adams and the affiliates participated on terms similar to those afforded other non-affiliated working interest owners.  While the affiliates have generally maintained their existing property interest, they have not participated in any such transactions originating after the death of Mr. Adams in October 2013.  In connection with the operation of certain oil and gas properties, the Company also charges such related parties for administrative overhead primarily as prescribed by the Council of Petroleum Accountants Society Bulletin 5. The Company also entersWe enter into certain transactions in the normal course of business with other affiliated entities including direct cost reimbursement for shared phone and administrative services. In addition, the Company leaseswe lease our corporate office space from an affiliated entity based on a lease rental rate determined by an independent appraisal.entity.

The Company utilizes itsWe utilize our former affiliate, Bencap, to administer certain of itsour employee medical benefit programs including a detail audit of individual medical claims. See Note (1) to the accompanying financials under the caption “Investments” for further discussion.  Bencap earns a fee from the Companyus for providing such services at a discounted amount from its standard charge to non-affiliates. As discussed further in Note 2, at September 30, 2017, we have no further ownership interest in Bencap.

The Company’s former Chief Financial Officer, upon retiring from the Company in September 2016, elected to invest in Bencap LLC acquiring a six percent member interest in Bencap in exchange for a $440,000 cash contribution.
15



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Activities with affiliates were as follows (infor the periods indicated (in thousands):
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
Overhead recoveries$
 $2
 $
 $30
Affiliate billings to us16
 13
 52
 51
Billings to affiliates1
 1
 3
 3
Rentals paid to affiliate137
 155
 462
 473
Fees paid to Bencap (1)

 309
 108
 439
___________________
(1)Amounts represent fees paid to Bencap through the date of the forfeiture of our investment during the first quarter of 2017. As a result of the investment forfeiture, Bencap is no longer an affiliate.

DIP Financing

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Overhead recoveries $31  $74  $2  $24 
                 
Affiliate billings to company $51  $57  $13  $10 
                 
Company billings to affiliates $4  $29  $1  $7 
                 
Rentals paid to affiliate $473  $427  $155  $143 
                 
Fees paid to Bencap $439  $-  $309  $- 
In connection with its voluntary bankruptcy filing, AREC entered into a DIP Credit Agreement with AE, of which the amounts outstanding were repaid during the third quarter of 2017 with proceeds from the sales of AREC’s assets. We earned interest income of approximately $0.1 million under the DIP Credit Agreement through September 30, 2017 (see Note 3 for further information).


Note 8. Derivative Instruments and Fair Value Measurements

Derivative Instruments

Our crude oil marketing segment is involved in the purchase and sale of 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, such 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 such contracts at fair value, unless the normal purchase and sale exception is applicable. Such 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, 2017, our commodity purchase and sale contracts had a fair value of zero. At December 31, 2016, the estimated fair value of forward month commodity contracts (derivatives) reflected in the accompanying unaudited condensed consolidated balance sheet were as follows (in thousands):
 December 31, 2016
 Balance Sheet Location and Amount
 Current Other Current Other
 Assets Assets Liabilities Liabilities
Asset derivatives:       
Fair value forward hydrocarbon commodity       
contracts at gross valuation$378
 $
 $
 $
Liability derivatives:       
Fair value forward hydrocarbon commodity       
contracts at gross valuation
 
 330
 
Less counterparty offsets(266) 
 (266) 
As reported fair value contracts$112
 $
 $64
 $


16



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



At December 31, 2016, our derivative valuations were comprised of two commodity purchase and sale contracts. These contracts encompassed approximately 65 barrels per day of diesel fuel during January through March 2017 and 145,000 barrels of crude oil during January 2017 through April 2017.

We only enter into commodity contracts with creditworthy counterparties, and we evaluate our exposure to significant counterparties on an ongoing basis. At September 30, 2017 and December 31, 2016, 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 commodity contracts (derivatives) reflected in the accompanying unaudited condensed consolidated statements of operations were as follows for the periods indicated (in thousands):
 Earnings (losses)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
Revenues – Marketing$(748) $180
 $(48) $304

Fair Value Measurements

At September 30, 2017, we had no Level 1, 2 or 3 financial assets and liabilities with value. 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 December 31, 2016 (in thousands):
 December 31, 2016
 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
Derivatives:         
Current assets$
 $378
 $
 $(266) $112
Current liabilities
 (330) 
 266
 (64)
Net value$
 $48
 $
 $
 $48

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 such inputs requires judgments.

When determining fair value measurements, we make credit valuation adjustments to reflect both our own nonperformance risk and our counterparty’s nonperformance risk. When adjusting the fair value of derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements. Credit valuation adjustments utilize Level 3 inputs, such as credit scores to evaluate the likelihood of default by us or our counterparties. At September 30, 2017 and December 31, 2016, credit valuation adjustments were not significant to the overall valuation of our fair value contracts. As a result, applicable fair value assets and liabilities are included in their entirety in the fair value hierarchy.


17



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Nonrecurring Fair Value Measurements

Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The following table presents categories of long-lived assets that were subject to non-recurring fair value measurements during the nine months ended September 30, 2017 (in thousands):
   Fair Value Measurements at the End of the Reporting Period Using  
   Quoted Prices      
   in Active Significant    
 Carrying Markets for Other Significant Total
 Value at Identical Assets Observable Unobservable Non-Cash
 September 30, and Liabilities Inputs Inputs Impairment
 2017 (Level 1) (Level 2) (Level 3) Loss
          
Investment in AREC$3,200
 $
 $3,200
 $
 $3,505
Investment in VestaCare
 
 
 
 2,500
         $6,005


Note 9. 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,
 2017 2016
    
Cash paid for federal and state taxes$381
 $2,582
    
Non-cash transactions:   
Change in accounts payable related to property and equipment additions
 382
Property and equipment acquired under capital leases1,808
 



18



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 5 -10. Commitments and Contingencies

Capital Lease Obligations

During the third quarter of 2017, we entered into capital leases for certain of our trucks in our marketing segment. The following table summarizes our principal contractual commitments outstanding under our capital leases at September 30, 2017 for the next five years, and in total thereafter (in thousands):
Remainder of 2017$100
2018398
2019398
2020398
2021398
Thereafter255
Total minimum lease payments1,947
Less: Amount representing interest(176)
Present value of capital lease obligations1,771
Less current portion of capital lease obligations(306)
Total long-term capital lease obligations$1,465

Insurance Policies

Under the Company’sour automobile and workers’ compensation insurance policies, the Companywe can either receive a return of premium paid or be assessed for additional premiums up to pre-established limits. Additionally, in certain instances the risk of insured losses is shared with a group of similarly situated entities. The Company hasWe have appropriately recognized estimated expenses and liabilities related to these policies for losses incurred but not reported to the Companyus or itsour insurance carrier as follows (inat the dates indicated (in thousands):

  September 30,  December 31, 
  2016  2015 
Estimated expenses and liabilities(1)
 $2,783  $2,086 

(1) Premiums paid and expensed for which possible and anticipated claims that have not been reported and/or fully developed as of the balance sheet date.
 September 30, December 31,
 2017 2016
Estimated expenses and liabilities$1,573
 $2,657

17


The Company maintainsWe maintain a self-insurance program for managing employee medical claims. A liability for expected claims incurred but not reported is established on a monthly basis. As claims are paid, the liability is relieved. The Company maintainsWe also maintain third party insurance stop-loss coverage for annual individual medical claims exceeding $100,000.  In addition, the Company maintains $2 million of umbrella insurance coverage for aggregate medical claims exceeding approximately $4.5 million for each of the calendar years ended 2016 and 2015.million. Medical accruedaccrual amounts arewere as follows (inat the dates indicated (in thousands):
 September 30, December 31,
 2017 2016
Accrued medical claims$1,424
 $1,411

  September 30,  December 31, 
  2016  2015 
Accrued medical claims $1,839  $1,107 

19



ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Litigation

AREC iswas named as a defendant in a number of Louisiana based suitslawsuits involving alleged environmental contamination from prior drilling operations. Such suits typically allege improper disposal of oilfield wastes in earthen pits, with one suit alleging subsidence contributingmatter involving allegations that drilling operations in 1986 contributed to the formation of a sink hole.sinkhole in 2012 (the “Sinkhole Cases”). The Sinkhole Cases, while arising from a singular event, include a number of different lawsuits brought in Louisiana State Court and one consolidated action in the United States District Court for the Eastern District of Louisiana.  In addition to the Sinkhole Cases, AREC is also currently includedinvolved in three suchtwo other suits. TheThese suits are styled LePetit Chateau Deluxe v. Adams Resources Exploration Corporation dated March 2004 Gustave J. LaBarre, Jr., et. al. v. Adams Resources Exploration Corporation et. al. dated October 2012 and Henning Management, LLC v. Adams Resources Exploration Corporation dated November 2013. Each suit involves multiple industry defendants with substantially larger proportional interestsinterest in the properties. In the LePetit Chateau Deluxe matter, all of the larger defendants have settled the case.

The plaintiffs in each of these matters are seeking unspecified compensatory and punitive damages. While management doeswe do not believe that these claims will result in a material adverse effect will result from the claims,on us, significant attorney fees willmay be incurred to defendaddress claims related to these matters.  As of September 30, 2016 andsuits. At December 31, 2015, the Company has2016, we had $0.5 million accrued $500,000 offor future legal/or settlementlegal costs for these matters. During May 2017, AREC was dismissed without prejudice as a party to the suit with Henning Management. We also determined that the likelihood of future claims from other remaining litigation was remote. As such, we released the $0.5 million accrual for future legal settlements related to these matters. At September 30, 2017, we had no remaining accruals for legal costs for these matters.

From time to time as incidental to itsour operations, the Companywe may become involved in various lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, the Company iswe are a party to motor vehicle accidents, worker compensation claims and other items of general liability as would be typical for the industry. Management of the Company isWe are presently unaware of any claims against the Companyus that are either outside the scope of insurance coverage or that may exceed the level of insurance coverage and could potentially represent a material adverse effect on the Company’sour financial position or results of operations.
18


20



Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and accompanying Notes included in this quarterly report on Form 10-Q and the Audited Consolidated Financial Statements and related Notes, together with our discussion and analysis of financial position and results of operations, included in our annual report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”), as filed on March 31, 2017 with the U.S. Securities and Exchange Commission (“SEC”).  Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and information that are based on our beliefs, as well as assumptions made by us and information currently available to us. When used in this document, words such as “anticipate,” “project,” “expect,” “plan,” “seek,” “goal,” “estimate,” “forecast,” “intend,” “could,” “should,” “would,” “will,” “believe,” “may,” “potential” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. Although we believe that our expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that such expectations will prove to be correct.  Forward-looking statements are subject to a variety of risks, uncertainties and assumptions as described in more detail under Part I, Item 1A of our 2016 Form 10-K and within Part II, Item 1A of this quarterly report.  If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected.  You should not put undue reliance on any forward-looking statements.  The forward-looking statements in this quarterly report speak only as of the date hereof.  Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Overview of Business

Adams Resources & Energy, Inc. (“AE”), a Delaware corporation organized in 1973, and its subsidiaries are primarily engaged in the business of crude oil marketing, transportation and storage, tank truck transportation of liquid chemicals and dry bulk and ISO tank container storage and transportation. Unless the context requires otherwise, references to “we,” “us,” “our,” the “Company” or “AE” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries.  

Historically, we have operated and reported in three business segments: (i) crude oil marketing, transportation and storage, (ii) tank truck transportation of liquid chemicals and dry bulk and ISO tank container storage and transportation, and (iii) oil and natural gas exploration and production. We exited the oil and natural gas exploration and production business during the third quarter of 2017 with the sale of our oil and natural gas exploration and production assets.

Recent Developments

Subsidiary Bankruptcy, Deconsolidation and Sale

On April 21, 2017, one of our wholly owned subsidiaries, Adams Resources Exploration Corporation (“AREC”), filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), Case No. 17-10866 (KG). AREC operated its business and managed its properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and order of the Bankruptcy Court. AE was the primary creditor in the Chapter 11 process.


21



During the second quarter of 2017, we recorded a non-cash charge of approximately $1.6 million associated with the deconsolidation of AREC, which reflected the excess of the net assets of AREC over its estimated fair value based on an expected sales transaction price of approximately $5.0 million, net of estimated transaction costs. During the third quarter of 2017, Bankruptcy Court approval was obtained on three asset purchase and sales agreements with three unaffiliated parties, and AREC closed on the sales of substantially all of its assets.

In October 2017, AREC submitted its liquidation plan to the Bankruptcy Court for approval. In connection with the sales of these assets and submission of the liquidation plan, we recognized an additional loss of $1.9 million during the third quarter of 2017, which represents the difference between the proceeds we expect to be paid upon settlement of the bankruptcy, net of anticipated remaining closing costs identified as part of the liquidation plan, and the book value of our cost method investment. We anticipate completing the bankruptcy process with a confirmed plan during the fourth quarter of 2017.

In connection with the bankruptcy filing, AREC entered into a DIP Credit Agreement with AE, which was repaid with proceeds from the sale of the assets. See Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Voluntary Early Retirement Program

In August 2017, we implemented a voluntary early retirement program for certain employees, which resulted in an increase in personnel expenses of approximately $1.4 million, of which approximately $1.0 million was included in general and administrative expenses and $0.4 million was included in operating expenses.


Results of Operations

-Marketing

Marketing

Our crude oil marketing segment revenues, operating earnings depreciation and certainselected costs were as follows (in thousands)for the periods indicated (in thousands):

  Nine Months Ended     Three Months Ended    
  September 30,     September 30,    
  2016  2015  
Change(1)
  2016  2015  
Change(1)
 
Revenues $758,627  $1,541,999   (50.8)% $243,704  $423,014   (42.4)%
                         
Operating earnings $13,148  $22,405   (41.3)% $1,265  $3,715   (65.9)%
                         
Depreciation $7,621  $8,336   (8.6)% $2,418  $2,782   (13.1)%
                         
Driver commission $11,702  $17,305   (32.4)% $3,361  $5,528   (39.2)%
                         
Insurance $5,933  $6,737   (11.9)% $1,816  $2,166   (16.2)%
                         
Fuel $4,163  $7,909   (47.4)% $1,185  $2,409   (50.8)%
 Three Months Ended   Nine Months Ended  
 September 30,   September 30,  
 2017 2016 
Change (1)
 2017 2016 
Change (1)
            
Revenues$282,229
 $243,704
 16% $872,020
 $758,627
 15%
Operating earnings2,412
 1,265
 91% 5,496
 13,148
 (58%)
Depreciation1,911
 2,418
 (21%) 5,957
 7,621
 (22%)
Driver commissions2,962
 3,361
 (12%) 9,153
 11,702
 (22%)
Insurance1,358
 1,816
 (25%) 3,855
 5,934
 (35%)
Fuel1,249
 1,185
 5% 3,887
 4,162
 (7%)

(1)Represents the percentage increase (decrease) from the prior year.year periods.


22



Supplemental volume and price information were as follows for the periods indicated:
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Field level purchase volumes – per day (1)
         
Crude oil – barrels64,104
 61,200
 65,760
 75,083
        
Average purchase price       
Crude oil – per barrel$46.78
 $42.33
 $47.38
 $37.26

(1)Reflects the volume purchased from third parties at the field level of operations.

Revenues and Operating Earnings. Crude oil marketing revenues increased during the three months ended September 30, 2017 primarily as a result of an increase in the market price of crude oil and an increase in crude oil volumes. Crude oil volumes increased during the 2017 period, primarily as a result of increased wellhead purchases, partially offset by volume declines as a result of the effects of Hurricane Harvey, which affected the Gulf Coast area in late August and early September of 2017. During the third quarter of 2017, volumes began increasing as activity in our marketing areas has increased in recent months, which resulted in increased operating earnings, partially offset by inventory valuation changes (as shown in the table below). Operating earnings were also impacted by the implementation in August 2017 of a voluntary early retirement program for certain employees, which resulted in an increase in personnel expenses of approximately $0.4 million.

Crude oil marketing revenues declined in 2016increased during the nine months ended September 30, 2017 primarily as a result of reduced purchase and sale volumes and reducedan increase in the market prices forprice of crude oil. The volumeincrease in crude oil prices during the 2017 period has offset the decline stemmed primarily from reduced production and reduced purchase activity in crude oil marketing volumes during the Eagle Ford shale trend of South Texas and North Dakota.  Operatingnine months ended September 30, 2017 as compared to the same period in 2016. Our marketing operating earnings for the nine months ended September 30, 2017 were adversely affected by thecrude oil volume declines, including declines as a result of the effects of Hurricane Harvey as discussed above, as well as a narrowing of margins during the 2017 period. Operating earnings were also impacted by inventory valuation changes (as shown in the table below) and the voluntary early retirement program discussed above.
Expenses. Driver commissions decreased during the three and nine months ended September 30, 2017 as compared to the same periods in 2016 as a result of the decrease in crude oil marketing volumes for the nine month period in 2017. Insurance costs decreased during the three and nine months ended September 30, 2017 as compared to the same periods in 2016 as a result of favorable driver safety performance and reduced mileage during 2017 as compared to the same periods in 2016. Driver commissions are reduced both in terms ofFuel costs increased during the number of drivers employedthree months ended September 30, 2017 as well as pay scale duecompared to the declinesame period in activity.  Fuel and insurance costs are lower,2016 consistent with reduced volumes.increased marketing volumes and an increase in the price of diesel fuel during the 2017 period as compared to the same period in 2016. Fuel costs decreased during the nine months ended September 30, 2017 as compared to the same period in 2016 consistent with decreased marketing volumes during the 2017 period as compared to the same period in 2016.

Supplemental volume and price information is as follows:

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Field Level Purchase Volumes – Per Day            
Crude oil – barrels(1)
  75,083   112,345   61,200   100,816 
                 
Average Purchase Price                
Crude oil – per barrel $37.26  $47.25  $42.33  $43.26 
_____________________________
(1)   Reflects the volume purchased from third parties at the oil and natural gas field level and pipeline pooling points.

19

Crude Oil – Field Level Operating Earnings (Non GAAP-Measure)(1)

Two significant factors affecting comparative crude oil segment operating earnings are inventory(Non-GAAP Financial Measure). Inventory valuations and forward commodity contract (derivatives or mark-to-market) valuations.valuations are two significant factors affecting comparative crude oil marketing segment operating earnings. As a purchaser and shipper of crude oil, the Company holdswe hold inventory in storage tanks and third-party pipelines. Inventory sales turnover occurs approximately every three days, but the quantity held in stock at the end of a given period iscan be reasonably consistent. As a result, duringDuring periods of increasing crude oil prices, the Company recognizeswe recognize inventory liquidation gains while during periods of falling prices, the Company recognizes inventory valuation losses.  Over time, these gains and losses tend to offset and have limited impact on cash flow.  While crude oil prices fluctuated during the first nine months of 2016 and 2015, the net impact on earnings was to yieldwe recognize inventory liquidation gains and losses as shown in the table below.valuation losses.

Crude oil marketing operating earnings are also affected by the valuations of the Company’sour forward month commodity contracts (derivative instruments) as of the various report dates.  Such. These non-cash valuations are calculated and recorded at each period end based on the underlying data existing as of such date. The CompanyWe generally entersenter into these derivative contracts as part of a pricing strategy based on crude oil purchases at the wellhead (field level). Only those contracts qualifying as derivative instruments are accorded fair value treatment while the companion contracts to purchase crude oil at the wellhead (field level) are not accorded fair value treatment.  The period-end valuation of derivative instruments at period end requires the recognition of ‟mark-to-market”“mark-to-market” gains and losses.

23



The impact on crude oil segment operating earnings of inventory liquidations and derivative valuations on our marketing segment operating earnings is summarized as follows in reconciling from the GAAP tofollowing reconciliation of our non-GAAP financial measures (inmeasure for the periods indicated (in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
             
As reported segment operating earnings $13,148  $22,405  $1,265  $3,715 
Add (less) -                
Inventory valuation (gains) losses  (5,779)  1,031   432   2,536 
Derivative valuation (gains) losses  (305)  158   (181)  208 
Field level operating earnings(1)
 $7,064  $23,594  $1,516  $6,459 

 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
As reported segment operating earnings$2,412
 $1,265
 $5,496
 $13,148
Add (subtract):       
Inventory liquidation gains(1,954) 
 
 (5,779)
Inventory valuation losses
 432
 109
 
Derivative valuation (gains) losses748
 (181) 48
 (305)
Field level operating earnings (1)
$1,206
 $1,516
 $5,653
 $7,064

(1)
Such designation
(1)The use of field level operating earnings is (a) unique to the Company,us, (b) not a substitute for a GAAP measure and (c) not comparable to any similar measures developed by industry participants. The Company utilizesWe utilize such data to evaluate the profitability of itsour operations.

The Company held crude oil inventory at a weighted average commodity price in barrels as follows:

  September 30, 2016  December 31, 2015 
     Average     Average 
  Barrels  Price  Barrels  Price 
Crude oil inventory  361,780  $44.40   261,718  $29.31 

Field level operating earnings and field level purchase volumes (see earlierabove table) depict the Company’sour day-to-day operation of acquiring crude oil at the wellhead, transporting the material,product and deliverydelivering the product to market at the sales point. Comparative fieldField level operating earnings decreased during 2016 relativethe three and nine months ended September 30, 2017 as compared to the comparative 2015same periods in 2016 due to reduced purchaseincreased personnel costs related to the voluntary early retirement program, partially offset by increased volumes and the effects of a newly negotiated barge contract, which reduced unit margins.  Competition has intensified foroperating expenses, during the third quarter of 2017.

We held crude oil inventory at a decliningweighted average composite price as follows at the dates indicated (in barrels):
 September 30, 2017 December 31, 2016
   Average   Average
 Barrels Price Barrels Price
        
Crude oil inventory434,746
 $51.52
 255,146
 $51.22

During the third quarter of 2017, the number of barrels in our inventory increased by approximately 70% from December 31, 2016 and by approximately 25% from June 30, 2017 primarily as a result of the effects of Hurricane Harvey. As a result of the hurricane, certain sections of the Intercoastal Waterway were shut down, which delayed crude oil shipments to and from barge terminals, resulting in an increase in barrels in our inventory. By the end of October 2017, the level of crude oil production withininventory has decreased to more normalized levels. This increase in inventory at September 30, 2017 also resulted in a decrease in our overall cash balance due to the Company’s areastiming of operation.inventory purchases and sales.

20

Historically, prices received for crude oil have been volatile and unpredictable with price volatility expected to continue. See Part“Part I, Item 1A, 1A. Risk Factors in the Company’s Annual Report onour 2016 Form 10-K for the year ended December 31, 2015.

-Transportation10-K.


24



Transportation

Our transportation segment revenues, operating earnings (losses) and depreciation areselected costs were as follows (in thousands)for the periods indicated (in thousands):

  Nine Months Ended     Three Months Ended    
  September 30,     September 30,    
  2016  2015  
Change(1)
  2016  2015  
Change(1)
 
Revenues $39,517  $49,921   (20.8)% $12,310  $15,748   (21.8)%
                         
Operating earnings $444  $3,212   (86.2)% $(430) $918   (146.8)%
                         
Depreciation $5,536  $5,691   (2.7)% $1,701  $1,892   (10.1)%
                         
Driver commission $8,477  $10,350   (18.1)% $2,672  $3,347   (20.2)%
                         
Insurance $3,880  $4,134   (6.1)% $1,285  $1,146   12.1%
                         
Fuel $4,125  $6,624   (37.7)% $1,365  $1,930   (29.3)%
                         
Maintenance expense $3,991  $4,734   (15.7)% $1,350  $1,658   (18.6)%
                         
Mileage  16,800   19,714   (14.8)%  5,315   6,326   (16.0)%
________________________
(1)  Represents the percentage increase (decrease) from the prior year.
 Three Months Ended   Nine Months Ended  
 September 30,   September 30,  
 2017 2016 
Change (1)
 2017 2016 
Change (1)
            
Revenues$13,082
 $12,310
 6% $40,153
 $39,517
 2%
Operating earnings (losses)$(915) $(430) 113% $(920) $444
 (307%)
Depreciation$1,329
 $1,701
 (22%) $4,392
 $5,536
 (21%)
Driver commissions$2,912
 $2,672
 9% $8,640
 $8,477
 2%
Insurance$1,598
 $1,285
 24% $4,051
 $3,880
 4%
Fuel$1,582
 $1,365
 16% $4,691
 $4,124
 14%
Maintenance expense$1,532
 $1,350
 13% $4,641
 $3,991
 16%
Mileage (000s)5,404
 5,315
 2% 16,647
 16,800
 (1%)

(1)Represents the percentage increase (decrease) from the prior year periods.

The Company’sOur revenue rate structure includes a component for fuel costs such thatin which fuel cost fluctuations are largely passed through to the customer over time. To illustrate, a calculation of revenuesRevenues, net of fuel cost is presented below (incosts were as follows for the periods indicated (in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Total transportation revenue $39,517  $49,921  $12,310  $15,748 
                 
Diesel fuel costs $(4,125) $(6,624) $(1,365) $(1,930)
                 
Revenues net of fuel(1)
 $35,392  $43,297  $10,945  $13,818 
_____________________________
(1)  Such designation  is (a) unique to the Company, (b) not a substitute for GAAP and (c) not comparable to any similar measure developed by industry participants.
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
        
Total transportation revenue$13,082
 $12,310
 $40,153
 $39,517
Diesel fuel cost(1,582) (1,365) (4,691) (4,124)
Revenues, net of fuel costs (1)
$11,500
 $10,945
 $35,462
 $35,393

(1)Revenues, net of fuel costs is a non-GAAP financial measure and is utilized for internal analysis of the results of our transportation segment.

Revenues, net of fuel are reducedcosts increased during the three and nine months ended September 30, 2017 primarily as a result of increased activity in 2016 becauseour transportation segment. During the third quarter of reduced2017, demand which is indicative fromfor our services increased slightly as indicated by the change in miles driven shown above.  In addition, shippers have demanded reduced rates sinceincreased mileage during the present level of demand created industry wide excess capacity.  The Company has responded by selling older and excess equipment, reducing the level of personnel and working to control maintenance costs.  Operating earnings declined at a rate faster than the decline in revenues due2017 period as compared to the fixed cost component contained therein.  It is believed thatsame period in 2016. We began to see an increase in transportation activity by the end of September 2017, and we continue to work on our strategy of streamlining operations and diversifying offerings in our transportation segment. This increase in services resulted in an increase in variable expenses related to transportation activities. Fuel increased as a changeresult of increased mileage and an increase in the current market demand scenario will not occur absent continued improvementprice of diesel during the 2017 periods as compared to the same periods in 2016. Our operating results for the overall U. S. economy.three and nine months ended September 30, 2017, were also adversely impacted by Hurricane Harvey, which affected the Gulf Coast area in late August and early September of 2017, resulting in decreased revenues and lower mileage during the period.


21


-          Oil and Gas

Oil and natural gas segment revenues and operating earnings (losses) are primarily a function of crude oil and natural gas prices and volumes. Comparative amountsAs a result of AREC’s bankruptcy filing in April 2017 and our loss of control of this subsidiary, we deconsolidated AREC effective with the bankruptcy filing and recorded our investment in AREC under the cost method of accounting. Our results for revenues,the 2017 periods are only through April 30, 2017, during the period in which AREC was consolidated.


25



Revenues, operating earnings (losses) and depreciation and depletion areexpense for our oil and gas segment were as follows (infor the periods indicated (in thousands):

  Nine Months Ended     Three Months Ended    
  September 30,     September 30,    
  2016  2015  
Change(1)
  2016  2015  
Change(1)
 
Revenues $2,427  $4,104   (40.9)% $863  $1,131   (23.7)%
                         
Operating earnings (loss) $(1,222) $(6,406)  (80.9)% $(543) $(2,909)  (81.3)%
                         
Depreciation/depletion $1,228  $4,059   (69.7)% $395  $1,294   (69.5)%
 Three Months Ended   Nine Months Ended  
 September 30,   September 30,  
 2017 2016 
Change (1)
 2017 2016 
Change (1)
            
Revenues (2)
$
 $863
 (100%) $1,427
 $2,427
 (41%)
Operating earnings (losses) (2)

 (543) 100% 53
 (1,222) 104%
Depreciation/depletion (2)

 395
 (100%) 423
 1,228
 (66%)

(1)
(1)
Represents the percentage increase (decrease) from the prior year.year periods.
(2)Results for the 2017 periods represent amounts from January 1, 2017 through April 30, 2017.

OilRevenues, operating earnings (losses) and depreciation and depletion expense from our oil and gas revenues declined in 2016 following reduced commodity pricessegment decreased during the three and volume reductions as shown in the table below.  Operating losses decreased in 2016 due to reduced depreciation, amortization and impairment chargesnine months ended September 30, 2017 primarily as a result of prior year impairmentsthe deconsolidation of AREC effective with its bankruptcy filing in April 2017 (four months of revenues and a reductionexpenses in capital expenditures.  Volumes declined consistent with reduced drilling activity2017 versus nine months of revenues and normalexpenses in 2016) as well as production declines.  Depreciation and depletion expense is also reduceddeclines offsetting commodity price increases in 2016 consistent with reduced volumes and reduced net capitalized costs.the 2017 period.

Production volumesSupplemental volume and price information iswere as follows:follows for the periods indicated (volumes in thousands):

  Nine Months Ended  Three Months Ended 
  September 30,  September 30, 
  2016  2015  2016  2015 
Crude oil            
Volume – barrels  25,112   39,710   6,859   12,070 
Average price per barrel $36.20  $48.07  $39.70  $41.94 
                 
Natural gas                
Volume – mcf  513,827   638,581   153,048   205,375 
Average price per mcf $2.14  $2.78  $2.76  $2.44 
                 
Natural gas liquids                
Volume – barrels  32,156   31,679   11,167   10,338 
Average price per barrel $12.97  $13.22  $15.15  $12.00 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Crude oil            
Volume – barrels (1)

 6,859
 11,643
 25,112
Average price per barrel$
 $39.70
 $49.44
 $36.20
        
Natural gas         
Volume – mcf (1)

 153,048
 189,488
 513,827
Average price per mcf$
 $2.76
 $2.86
 $2.14
        
Natural gas liquids       
Volume – barrels (1)

 11,167
 11,204
 32.156
Average price per barrel$
 $15.15
 $26.77
 $12.97

(1)
Volumes for the 2017 periods are only through April 30, 2017 as a result of the deconsolidation of AREC due to its bankruptcy filing.

General and administrativeAdministrative

General and administrative expenses declined from $7,750,000increased by $0.7 million and $0.6 million during the firstthree and nine months of 2015ended September 30, 2017, respectively, as compared to $6,252,000 during the first nine months ofsame periods in 2016 primarily due to higher salaries as thea result of reduced employee termination costsa voluntary early retirement program for certain employees, which resulted in 2016.
22

Investmentsincreased personnel expenses of approximately $1.0 million, partially offset by lower legal fees.

In January 2016,
26



Investments in Unconsolidated Affiliates

During the Company acquired a 30% member interestsecond quarter of 2017, we deconsolidated AREC effective with its bankruptcy filing on April 21, 2017 and recorded our investment in Bencap LLC (Bencap) for a $2,200,000 cash payment.  Bencap provides medical insurance brokerage and medical claims auditing services to employers utilizing ERISA governed employee benefit plans.  The Company accounts for this investmentAREC under the equitycost method of accounting. Bencap used the Company’s funding to expand its back-office and sales support functions as it seeks to competeBased upon bids received in the medical benefits marketplace.  Under equity method accountingauction process (see Note 3 in the Company has includedNotes to Unaudited Condensed Consolidated Financial Statements for further information), we determined that the fair value of our investment in operating earningsAREC was expected to be lower than its pro-rata sharenet book value immediately prior to the deconsolidation. As a result, during the second quarter of Bencap’s net expenses in2017, we recorded a non-cash charge of $1.6 million related to the deconsolidation of AREC, which reflected the excess of revenues.the net assets of AREC over its estimated fair value based on the expected sales transaction price, net of estimated transaction costs. During the third quarter of 2016,2017, we recognized an additional loss of $1.9 million as a result of the Company completed a reviewsale of its equity methodthese assets and the net proceeds expected to be paid to us upon settlement of the bankruptcy proceedings, net of anticipated remaining closing costs identified as part of the liquidation plan.

During the third quarter of 2017, we reviewed our investment in BencapVestaCare, Inc. (“VestaCare”) and determined there was an other than temporary impairment.  Underlying this decision arethat the termscurrent projected operating results did not support the carrying value of the investment agreement where Bencap has the option to request borrowings up to $1,500,000 on or after December 5, 2016 but before October 31, 2018.  Given Bencap’s lower than projected revenue growth and operating losses, the Company is unlikely to loan any requested funds causing forfeiture of the investment, leading to the decision to fully impair the investment. The CompanyAs such, we recognized a net loss of $1,430,000 from its investment in Bencap as of September 30, 2016.  This loss included a pre-tax impairment charge of $1,732,000 and pre-tax losses from$2.5 million during the equity methodthird quarter of 2017 related to our investment of $468,000.

In April 2016 the Company acquired a 15% equity interest in VestaCare, Inc., a provider of electronic payment technologies to medical care providers. VestaCare is accounted for under the “cost method” and as such, earnings will be reported as dividends are paid.VestaCare.

Outlook

The trend continuesWe plan to indicate suppressedoperate our remaining business segments with internally generated cash flows during 2017, but intend to remain flexible as the focus will be on increasing efficiencies and business development opportunities. During 2017, we plan to leverage our investment in the transportation segment’s Houston terminal with the continued efforts to diversify service offerings and grow in new or existing areas with our crude oil commodity pricesmarketing segment. We completed the exit of the upstream oil and slackened demand for trucking services.  As a result, the present emphasis involves aggressive sales efforts and cost control pending a rebound in the market conditions for the Company’s products and services.   By preserving liquidity and operating as a low-cost provider, the Company will be well positioned when general economic conditions improve.gas business during 2017.


Liquidity and Capital Resources

The Company’sLiquidity

Our liquidity derivesis from our cash balance and net cash provided by operating activities and is therefore dependent on the success of future operations. The most significant source of liquidity is the cash yield from net earnings factoring in the non-cash book expense items for depreciation, depletion, amortization and impairments.  The Company has no debt and funds all of its projects from this stream of cash.  In most periods, cash inflows equal or exceed capital spending outflows.  ShouldIf our cash inflow subsidesubsides or turnturns negative, the Companywe will curtail its capital spending accordingly.evaluate our investment plan and remain flexible.

One of our wholly owned subsidiaries, AREC, filed for bankruptcy in April 2017. Over the past few years, we have de-emphasized our upstream operations and do not expect this Chapter 11 filing by AREC to have a material adverse impact on any of our core businesses. In connection with its bankruptcy filing, AREC entered into a DIP Credit Agreement with AE. AREC borrowed approximately $0.4 million under the DIP Credit Agreement, and the amount was repaid during the third quarter of 2017 with proceeds from the sales of the assets. We were the primary creditor in AREC’s Chapter 11 process. As a result of the auction process, AREC sold its assets for approximately $5.2 million during the third quarter of 2017.

At September 30, 20162017 and December 31, 2015, the Company2016, we had no bank debt or other forms of debenture obligations. Cash balances are maintained in order to meet the timing of day-to-day cash needs and such amountsneeds. Cash and working capital, the excess of current assets over current liabilities, were as follows (inat the dates indicated (in thousands):
 September 30, December 31,
 2017 2016
    
Cash$99,449
 $87,342
Working capital112,934
 106,444

  September 30,  December 31, 
  2016  2015 
Cash $78,485  $91,877 
         
Working capital $103,595  $96,340 
         

23

Cash provided by (used in) operating, investing and financing activities were as follows (in thousands):27

  Nine Months Ended 
  September 30, 
  2016  2015 
Net cash provided by (used in) operating activities $(3,339) $23,561 
         
Net cash (used in) investing activities $(7,269) $(5,726)
         
Net cash (used in) financing activities $(2,784) $(2,784)
         



The Company relies heavily on its ability to obtain open-line trade credit from its suppliers especially with respect to its crude oil marketing operation.  Because of this, the Company strives toWe maintain substantial cash balances and avoid debt obligations.

At various times each month, the Company makes cash prepayments and/or early payments in advance of the normal due date to certain suppliers of crude oil within the marketing operations.  Crude oil supply prepayments are recouped and advanced from month to month as the suppliers deliver product to the Company.  In addition, in order to secure crude oil supply, the Company may also ‟early pay” its suppliers in advance of the normal payment due date of the twentieth of the month following the month of production.  Such ‟early payments” reduce cash and accounts payable as of the balance sheet date.  The Company also requires certain customers to make similar early payments or to post cash collateral with the Company in order to support their purchases from the Company.  Early payments and cash collateral received from customers increases cash and reduces accounts receivable as of the balance sheet date.

The Company maintains a stand-by letter of credit facility with Wells Fargo Bank, National Association to provide for the issuance of up to $60 million in stand-by letters of credit for the benefit of suppliers of crude oil. Stand-by letters of credit are issued as needed and are cancelledcanceled as the underlying purchase obligations are satisfied by cash payment when due. The issuance of stand-by letters of credit enables the Companyus to avoid posting cash collateral when procuring crude oil supply.

Early payments, collateral and letters We may use the letter of credit amounts werefacility for other reasons such as follows (in thousands):replacement of insurance related cash collateral.

  September 30,  December 31, 
  2016  2015 
Early payments received $13,143  $16,770 
Cash collateral received $-  $840 
Prepayments to suppliers $-  $167 
Early payments to suppliers $14,495  $11,645 
Letters of credit outstanding $-  $1,000 

Management believes current cash balances, together with expected cash generated from future operations, and the ease of financing truck and trailer additions through leasing arrangements (should the need arise) will be sufficient to meet our short-term and long-term liquidity needs.
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The Company utilizesWe utilize cash from operations to make discretionary investments in itsour marketing and transportation and exploration businesses, and more recently inbusinesses. With the areaexception of employer oriented medical management services.  The Company does not look to proceeds from property sales to fund its cash flow needs.  Except foroperating lease commitments totaling approximately $12.4$5.0 million associated with barge affreightment contracts, storage tank terminal arrangements and leased office lease space, the Company’sour future commitments and planned investments can be readily curtailed if operating cash flows contract.decrease. See “Contractual Obligations” below for information regarding our capital lease obligations.

Capital project and investment spending through the first nine months of 2016 and additional anticipated 2016 capital spending is as follows (in thousands):

  Expended through  Additional 
  September 30, 2016  2016 Spending 
       
Crude oil marketing $514  $650 
Truck transportation  6,480   830 
Oil and gas exploration  192   - 
Investments  4,700   - 
  $11,886  $1,480 

For the remainder of 2016, the primary planned capital addition is completion of the on-going Houston truck terminal expansion and improvements.

A quarterly dividend of $0.22 per common share or $928,000 was paid during each of the first, second and third quarters of 2016 and 2015.  The most significant item affecting future increases or decreases in liquidity is earnings from operations, and such earnings are dependent on the success of future operations. See Part“Part I, Item 1A 1A. Risk Factors in our 2016 Form 10-K.

Cash Flows from Operating, Investing and Financing Activities

Our consolidated cash flows from operating, investing and financing activities were as follows for the Company’s Annual Reportperiods indicated (in thousands):
 Nine Months Ended
 September 30,
 2017 2016
    
Cash provided by (used in):   
Operating activities$16,487
 $(3,339)
Investing activities(1,596) (7,269)
Financing activities(2,784) (2,784)

Operating activities. Net cash flows provided by operating activities for the nine months ended September 30, 2017 increased by $19.8 million when compared to the same period in 2016. This increase was primarily due to an increase in revenues, partially offset by increased operating and general and administrative expenses.

At various times each month, we make cash prepayments and/or early payments in advance of the normal due date to certain suppliers of crude oil within our marketing operations. Crude oil supply prepayments are recouped and advanced from month to month as the suppliers deliver product to us. In addition, in order to secure crude oil supply, we may also “early pay” our suppliers in advance of the normal payment due date of the twentieth of the month following the month of production. Such “early payments” reduce cash and accounts payable as of the balance sheet date. We also require certain customers to make similar early payments or to post cash collateral with us in order to support their purchases from us. Early payments and cash collateral received from customers increases cash and reduces accounts receivable as of the balance sheet date.

Early payments were as follows at the dates indicated (in thousands):
 September 30, December 31,
 2017 2016
    
Early payments received$8,715
 $15,032
Early payments to suppliers2,608
 14,382

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We rely heavily on Form 10-K forour ability to obtain open-line trade credit from our suppliers especially with respect to our crude oil marketing operations. During the fourth quarter of 2016, we elected to make several early payments in our crude oil marketing operations. Our cash balance increased by approximately $12.1 million as of September 30, 2017 relative to the year ended December 31, 2015.2016 as the year end 2016 balance was slightly lower than normal as a result of these early payments made during the fourth quarter of 2016.

Investing activities. Net cash flows used in investing activities for the nine months ended September 30, 2017 decreased by $5.7 million when compared to the same period in 2016. The decrease was primarily due to a $4.7 million decrease in capital spending for property and equipment (see table below) and a $4.7 million decrease in investments in unconsolidated affiliates, partially offset by a $3.1 million decrease in cash proceeds from the sales of assets. During 2016, we invested a total of $4.7 million in two medical-related investments, VestaCare and Bencap LLC.

Capital spending was as follows for the periods indicated (in thousands):
 Nine Months Ended
 September 30,
 2017 2016
    
Crude oil marketing$451
 $514
Truck transportation189
 6,480
Oil and gas exploration1,825
 192
Investments in unconsolidated affiliates
 4,700
Total$2,465
 $11,886
Financing activities. Cash used in financing activities was $2.8 million for each of the nine month periods ended September 30, 2017 and 2016 as we paid a quarterly dividend of $0.22 per common share, or $0.9 million, during each of the first, second and third quarters of 2017 and 2016.


Other Items

Contractual Obligations

During the third quarter of 2017, we entered into capital leases for certain of our trucks in our marketing segment. The following table summarizes our principal contractual commitments, including interest, outstanding under these capital leases at September 30, 2017 (in thousands):
   Payments due by period
 Total Less than 1 year 1-3 years 3-5 years More than 5 years
          
Capital lease obligations$1,947
 $398
 $796
 $753
 $

Recent Accounting Pronouncements  

For information regarding recent accounting pronouncements, see Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements.

Related Party Transactions

For more information regarding related party transactions, see Note 7 in the Notes to Unaudited Condensed Consolidated Financial Statements.


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Critical Accounting Policies and Use of Estimates

A discussion of our critical accounting policies and estimates is included in our 2016 Form 10-K. Certain of these accounting policies require the use of estimates. There have been no material changes to the Company’s Critical Accounting Policies and Use of Estimates” disclosures that have occurredour accounting policies since the disclosures provided in the Company’s Annual Report onour 2016 Form 10-K for the year ended December 31, 2015.10-K.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the Company’s ‟Quantitativeour “Quantitative and Qualitative Disclosures about Market Risk” that have occurred since the disclosures provided in the Company’s Annual Report onour 2016 Form 10-K for the year ended December 31, 2015.10-K.

Forward-Looking Statements – Safe Harbor Provisions

This quarterly report for the period ended September 30, 2016 contains certain forward-looking statements covered by the safe harbors provided under federal securities law and regulations.  To the extent such statements are not recitations of historical fact, forward-looking statements involve risks and uncertainties.  In particular, statements included herein and/or in the Company’s latest annual report on Form 10-K under the captions (a) Production and Reserve Information, (b) Regulatory Status and Potential Environmental Liability, (c) Management’s Discussion and Analysis of Financial Condition and Results of Operations, (d) Critical Accounting Policies and Use of Estimates, (e) Quantitative and Qualitative Disclosures about Market Risk, (f) Income Taxes, (g) Concentration of Credit Risk, (h) Fair Value Contract Activities, and (i) Commitments and Contingencies, among others, contain forward-looking statements.  Where the Company expresses an expectation or belief regarding future results of events, such expression is made in good faith and believed to have a reasonable basis in fact.  However, there can be no assurance that such expectation or belief will actually result or be achieved.
25


With the uncertainties of forward-looking statements in mind, the reader should consider the risks discussed elsewhere in this report and other documents filed with the Securities and Exchange Commission from time to time and the important factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, under ‟Item 1A Risk Factors” that could cause actual results to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company.

Item 4. Disclosure Controls and Procedures

The Company maintains ‟disclosureWe maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”))Act), that are designed to ensure that information required to be disclosed in the reports that the Company fileswe file or submitssubmit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms and is accumulated and communicated to management, including the Company’s Chiefour Executive OfficerChairman and Interim Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s disclosure control objectives. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those determined to be effective can provide only a reasonable assurance with respect to financial statement preparation and presentation.

As of the end of the period covered by this quarterly report, an evaluation wasour management carried out under the supervision andan evaluation, with the participation of the Company’s management, including the Company’s Chiefour Executive OfficerChairman and Interim Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Interim Chief Financial Officer concluded the Company’sour disclosure controls and procedures were effective at a reasonable assurance levelpursuant to Rule 13a-15 and 15d-15(e) of the Exchange Act. Based on this evaluation, as of the end of the period covered by this report.quarterly report, our Executive Chairman and our Chief Financial Officer concluded:

(i)that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and

(ii)that our disclosure controls and procedures are effective.

Remediation of Previously Identified Material Weakness in Internal Control over Financial Reporting

We have taken actions to improve our internal controls over financial reporting, including advancing previously identified initiatives to address our material weakness. These remediation actions include:

Performing a review to ensure that no personnel signs off as the reviewer and subsequently posts the journal entry to the general ledger.
Considering repositioning the personnel in the financial close group to allow for more segregation of duties within the group.
Addressing the control gap relating to the segregation of duties by requiring review of the manual journal entry to occur after the journal entry is independently posted. Review after posting restricts the ability to edit the journal entry.

We have tested the internal controls related to the remediation of this deficiency and have found them to be effective and have concluded that the previously identified and disclosed material weakness has been remediated as of September 30, 2017.

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Changes in Internal Control over Financial Reporting

There have not been anyOther than what is stated above, there were no changes in the Company’sour internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(e) under the Exchange Act) during the fiscal quarter ended September 30, 20162017, that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1. Legal Proceedings

AREC is named as a defendant in a number of Louisiana based suits involving alleged environmental contamination from prior drilling operations.  Such suits typically allege improper disposal of oilfield wastes in earthen pits with one suit alleging subsidence contributing to the formation of a sink hole.  AREC is currently included in three such suits.  The suits are styled LePetit Chateau Deluxe v. Adams Resources Exploration Corporation dated March 2004, Gustave J. LaBarre, Jr., et. al. v. Adams Resources Exploration Corporation et. al. dated October 2012 and Henning Management, LLC v. Adams Resources Exploration Corporation dated November 2013.  Each suit involves multiple industry defendants with substantially larger proportional interests in the properties.  In the LePetit Chateau Deluxe matter all of the larger defendants have settled the case.  The plaintiffs in each of these matters are seeking unspecified compensatory and punitive damages.  While management does not believe that a material adverse effect will result from the claims, significant attorney fees will be incurred to defend these matters.  As of September 30, 2016, the Company has accrued $500,000 of future legal/or settlement costs for these matters.

From time to time as incidentincidental to itsour operations, the Company becomeswe may become involved in various lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, the Company may bewe are a party to motor vehicle accidents, worker compensation claims orand other items of general liability as would be typical for the industry. Management of the Company isWe are presently unaware of any claims against the Companyus that are either outside the scope of insurance coverage or that may exceed the level of insurance coverage and could potentially represent a material adverse effect on the Company’sour financial position or results of operations.

For additional information regarding our litigation matters, see “Litigation” under Note 10 in the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report, which subsection is incorporated by reference into this Part II, Item 1.


Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our 2016 Form 10-K and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed in our 2016 Form 10-K or our other SEC filings.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


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Item 6. Exhibits

Item 1A.
Exhibit
NumberExhibit
3.1Certificate of Incorporation of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3(a) to Form 10-K for the fiscal year ended December 31, 1987).
3.2
Risk Factors – There are no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report onBylaws of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3(b) to Form 10-K for the year ended December 31, 2015.2012).
Item 2.10.1*
Item 3.31.1*
Item 4.31.2*
Item 5.32.1*
32.2*
Item 6.101.CAL*ExhibitsXBRL Calculation Linkbase Document
101.DEF*XBRL Definition Linkbase Document
101.INS*XBRL Instance Document
101.LAB*XBRL Labels Linkbase Document
101.PRE*XBRL Presentation Linkbase Document
101.SCH*XBRL Schema Document
____________
*Filed or furnished (in the case of Exhibit 32.1 and 32.2) with this report.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

2732



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 ADAMS RESOURCES & ENERGY, INCINC.
 (Registrant)
  
  
  
Date: November 9, 20162017
By By:
/s/Thomas S. Smith Townes G. Pressler
 Thomas S. SmithTownes G. Pressler
 President, Chief Executive OfficerChairman
 (Principal Executive Officer)
  
 
 
By By:
/s/Sharon Davis Josh C. Anders
 SharonJosh C. DavisAnders
 Interim Chief Financial Officer
 (Principal Financial Officer and Principal
 Accounting Officer)

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EXHIBIT INDEX


Exhibit
NumberDescription
*          31.1Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*          31.2Certificate of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*          32.1Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*          32.2Certificate of Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*    **101.INS-XBRL Instance Document
*    **101.SCH -XBRL Schema Document
*    **101.CAL -XBRL Calculation Linkbase Document
*    **101.DEFXBRL Definition Linkbase Document
*    **101.LAB -
XBLR Label Linkbase Document
*    **101.PRE -
XBRL Presentation Linkbase Document

*Exhibits filed herewith

**Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income – Nine Months Ended September 30, 2016 and 2015, (ii) the Consolidated Balance Sheets – September 30, 2016 and December 31, 2015, (iii) the Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2016 and 2015 and (iv) Notes to Consolidated Financial Statements.

33

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