Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2024

ADAMS RESOURCES & ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-7908			74-1753147
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation)			File Number)			Identification No.)

			17 South Briar Hollow Lane, Suite 100, Houston, Texas			77027
			(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

AE

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
						Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.

On November 12, 2024, Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.

The information provided in this Item 2.02 (including the press release attached as Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press release of Adams Resources & Energy, Inc. issued November 12, 2024.
104			Cover Page Interactive Data File — the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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 hereunto duly authorized.

									ADAMS RESOURCES & ENERGY, INC.
Date:			November 12, 2024			By:			/s/ Tracy E. Ohmart
									Tracy E. Ohmart
									Chief Financial Officer
									(Principal Financial Officer and
									Principal Accounting Officer)

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Adams Resources & Energy, Inc. Announces Third Quarter 2024

Results and Declares Quarterly Dividend

Houston, Texas (Tuesday, November 12, 2024) -- Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”), a company engaged in marketing, transportation, logistics and repurposing of crude oil, refined products and dry bulk materials, today announced operational and financial results for the quarter ended September 30, 2024. The Company also declared a quarterly cash dividend of $0.24 per common share.

Third Quarter 2024 Financial Summary

•Total revenue of $695.2 million

•Net loss of $4.5 million, or ($1.76) per common share

•EBITDA of $0.2 million

•Adjusted EBITDA of $2.3 million, which excludes inventory valuation losses

•Cash and cash equivalents of $25.1 million, versus $33.3 million at December 31, 2023

•Liquidity of $73.6 million, versus $80.3 million at December 31, 2023

•Paid cash dividends of $0.24 per share

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA are non-generally accepted accounting principle (“non-GAAP”) financial measures that are defined and reconciled to net (losses) earnings in the financial tables later in this release.

“We are encouraged by the increase in Adjusted EBITDA from crude oil marketing operations, as higher oil prices compared to the prior-year quarter more than offset the lower volumes related to our exit of the Red River operations in the fourth quarter of 2023,” said Kevin Roycraft, President and CEO of the Company. “Our third quarter results reflect the impact of power outages and flooding on our operations throughout the Gulf Coast caused by multiple hurricanes and the prolonged weakness across the specialty chemicals market through a combination of lower demand due to excess capacity, and continued inflationary pressures.”

Additional Operational Highlights

•Adams’ crude oil marketing subsidiary, GulfMark Energy, Inc. (“GulfMark”), marketed 72,208 barrels per day (“bpd”) of crude oil during the third quarter of 2024, compared to 92,556 bpd during the third quarter of 2023 and 67,099 bpd during the second quarter of 2024. The decrease in volumes compared to the prior year period was largely driven by GulfMark’s exit from the Red River trucking operations in the fourth quarter of 2023.

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•The collective fleet of Service Transport Company, Adams’ liquid chemicals and dry bulk transportation subsidiary, traveled 5.89 million miles during the third quarter of 2024, versus 6.51 million miles during the third quarter of 2023 and 6.32 million miles during the second quarter of 2024.

•Throughput in Adams’ crude oil pipeline and storage segment, which includes the Victoria Express Pipeline System, was 10,326 bpd for the third quarter of 2024, compared to 8,548 bpd for the third quarter of 2023 and 13,881 bpd for the second quarter of 2024, and terminalling volumes were 11,319 bpd for the third quarter of 2024, compared to 9,350 bpd in the third quarter of 2023, and 16,660 bpd for the second quarter of 2024.

•Adams’ remained solidly positioned with 411,426 barrels of crude oil inventory at September 30, 2024, compared to 267,731 barrels at December 31, 2023.

Capital Investments and Dividends

During the third quarter of 2024, the Company had capital expenditures of $4.8 million primarily for the purchase of two tractors, eleven trailers and other various equipment and spending for the continuing construction of the Dayton facility. In addition, Adams paid dividends of $0.6 million, or $0.24 per common share.

As part of Adams’ on-going capital allocation strategy, the Board of Directors declared a quarterly cash dividend for the third quarter of 2024 of $0.24 per common share, payable on December 20, 2024, to shareholders of record as of December 6, 2024.

Use of Non-GAAP Financial Measures

To supplement the Company’s financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release and accompanying schedules include the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (EBITDA) and Adjusted EBITDA. The accompanying schedules provide reconciliations of EBITDA and Adjusted EBITDA to net earnings (losses), their most directly comparable financial measure calculated and presented in accordance with GAAP. The Company defines EBITDA as net earnings (or losses) before interest income or expense, income tax and depreciation and amortization expense, and Adjusted EBITDA as EBITDA after removing the effects of inventory liquidation gains and valuation losses. Company management believes these measures are useful indicators of the financial performance of our business and uses these measurements as aids in monitoring the Company’s ongoing financial performance from quarter to quarter and year to year on a regular basis and for benchmarking against peer companies. Management also believes that EBITDA and Adjusted EBITDA are useful to investors as they are measures commonly used by other companies in our industry and provide a comparison for investors for the Company’s performance relative to its competitors. Our non-GAAP financial measures should not be considered as alternatives to net income or any other measure of financial performance calculated and presented in accordance with GAAP. Adams’ non-GAAP financial measures may not be comparable to similarly titled measures of other companies because they may not calculate such measures in the same manner as Adams does.

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Conference Call

In light of the proposed transaction with Tres Energy LLC announced earlier today, the Company has cancelled the conference call, previously scheduled for Wednesday, November 13, 2024, to discuss its results for the third quarter of fiscal 2024.

About Adams Resources & Energy, Inc.

Adams Resources & Energy, Inc. is engaged in crude oil marketing, transportation, terminalling and storage, tank truck transportation of liquid chemicals and dry bulk, interstate bulk transportation logistics of crude oil, condensate, fuels, oils and other petroleum products and recycling and repurposing of off-specification fuels, lubricants, crude oil and other chemicals through its subsidiaries, GulfMark Energy, Inc., Service Transport Company, Victoria Express Pipeline, LLC, GulfMark Terminals, LLC, Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. For more information, visit www.adamsresources.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements relate to future events and anticipated results of operations, business strategies, capital deployment plans and other aspects of our operations or operating results as well as future industry developments and economic conditions. In many cases you can identify forward-looking statements by terminology such as “anticipate,” “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “target” or similar words. Statements may be forward looking even in the absence of these particular words. Forward-looking statements include statements about the expected timing, closing, and impact of the proposed merger transaction announced earlier today. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or conditions, such expectation or belief is expressed in good faith and believed to have a reasonable basis. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, and any other risk factors included in Adams’ reports filed with the Securities and Exchange Commission. However, there can be no assurance that such expectation or belief will result or be achieved. Unless legally required, Adams undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact

Tracy E. Ohmart

EVP, Chief Financial Officer

[e-mail]

[phone]

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2024						2023						2024						2023
Revenues:
Marketing						$	660,842					$	719,925					$	1,967,491					$	1,913,673
Transportation						21,758						24,206						67,745						75,103
Pipeline and storage						43						59						67						308
Logistics and repurposing						12,520						16,424						39,403						46,458
Total revenues						695,163						760,614						2,074,706						2,035,542
Costs and expenses:
Marketing						657,191						710,169						1,948,591						1,894,416
Transportation						19,778						19,642						59,284						62,315
Pipeline and storage						929						659						2,568						2,350
Logistics and repurposing						12,555						15,121						40,579						41,448
General and administrative						4,520						4,162						13,755						10,649
Depreciation and amortization						5,752						6,936						18,287						21,289
Total costs and expenses						700,725						756,689						2,083,064						2,032,467
Operating (losses) earnings						(5,562)						3,925						(8,358)						3,075
Other income (expense):
Interest and other income						528						119						1,662						893
Interest expense						(572)						(1,027)						(2,036)						(2,525)
Total other expense, net						(44)						(908)						(374)						(1,632)
(Losses) Earnings before income taxes						(5,606)						3,017						(8,732)						1,443
Income tax benefit (provision)						1,066						(759)						1,465						(357)
Net (losses) earnings						$	(4,540)					$	2,258					$	(7,267)					$	1,086
(Losses) Earnings per share:
Basic net (losses) earnings per common share						$	(1.76)					$	0.89					$	(2.83)					$	0.43
Diluted net (losses) earnings per common share						$	(1.76)					$	0.88					$	(2.83)					$	0.42
Dividends per common share						$	0.24					$	0.24					$	0.72					$	0.72

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

						September 30,						December 31,
						2024						2023
ASSETS
Current assets:
Cash and cash equivalents						$	25,089					$	33,256
Restricted cash						10,448						11,990
Accounts receivable, net of allowance for credit losses						144,334						164,295
Inventory						30,028						19,827
Income tax receivable						823						—
Prepayments and other current assets						2,322						3,103
Total current assets						213,044						232,471
Property and equipment, net						99,607						105,065
Operating lease right-of-use assets, net						3,971						5,832
Intangible assets, net						6,743						7,985
Goodwill						6,673						6,673
Other assets						2,956						3,308
Total assets						$	332,994					$	361,334
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable						$	178,617					$	183,102
Current portion of finance lease obligations						5,843						6,206
Current portion of operating lease liabilities						1,688						2,829
Current portion of long-term debt						2,500						2,500
Other current liabilities						16,720						16,150
Total current liabilities						205,368						210,787
Other long-term liabilities:
Long-term debt						12,500						19,375
Asset retirement obligations						2,551						2,514
Finance lease obligations						15,248						19,685
Operating lease liabilities						2,293						3,006
Deferred taxes and other liabilities						10,254						13,251
Total liabilities						248,214						268,618
Commitments and contingencies
Shareholders’ equity						84,780						92,716
Total liabilities and shareholders’ equity						$	332,994					$	361,334

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Operating activities:
Net (losses) earnings			$	(4,540)					$	2,258					$	(7,267)					$	1,086
Adjustments to reconcile net (losses) earnings to net cash
(used in) provided by operating activities:
Depreciation and amortization			5,752						6,936						18,287						21,289
Gains on sales of property			(57)						(663)						(912)						(1,429)
Provision for credit losses			—						39						(75)						29
Stock-based compensation expense			423						389						1,181						1,044
Change in contingent consideration liability			—						—						—						(2,566)
Deferred income taxes			(1,086)						773						(2,709)						3
Net change in fair value contracts			—						(35)						—						(335)
Changes in assets and liabilities:
Accounts receivable			27,537						(60,869)						20,172						(30,253)
Accounts receivable/payable, affiliates			—						—						—						(31)
Inventories			(10,133)						(1,127)						(10,201)						(731)
Income tax receivable/payable			(714)						(41)						(823)						(510)
Prepayments and other current assets			1,006						138						781						648
Accounts payable			(25,246)						63,845						(4,574)						22,239
Accrued liabilities			256						(145)						649						(2,709)
Other			127						(52)						194						64
Net cash (used in) provided by operating activities			(6,675)						11,446						14,703						7,838
Investing activities:
Property and equipment additions			(4,806)						(3,009)						(13,316)						(8,917)
Proceeds from property sales			196						1,634						2,506						3,078
Net cash used in investing activities			(4,610)						(1,375)						(10,810)						(5,839)
Financing activities:
Borrowings under Credit Agreement			—						38,000						—						76,000
Repayments under Credit Agreement			(625)						(38,625)						(6,875)						(77,875)
Principal repayments of finance lease obligations			(1,551)						(1,697)						(4,800)						(4,944)
Net proceeds from sale of equity			—						—						—						549
Dividends paid on common stock			(638)						(619)						(1,927)						(1,908)
Net cash used in financing activities			(2,814)						(2,941)						(13,602)						(8,178)
(Decrease) Increase in cash and cash equivalents, including    restricted cash			(14,099)						7,130						(9,709)						(6,179)
Cash and cash equivalents, including restricted cash,    at beginning of period			49,636						17,758						45,246						31,067
Cash and cash equivalents, including restricted cash,    at end of period			$	35,537					$	24,888					$	35,537					$	24,888

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATION

(In thousands)

						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2024						2023						2024						2023
Reconciliation of EBITDA and Adjusted EBITDA
to Net (Losses) Earnings:
Net (losses) earnings						$	(4,540)					$	2,258					$	(7,267)					$	1,086
Add (subtract):
Interest income						(528)						(119)						(1,662)						(893)
Interest expense						572						1,027						2,036						2,525
Income tax (benefit) expense						(1,066)						759						(1,465)						357
Depreciation and amortization						5,752						6,936						18,287						21,289
EBITDA						$	190					$	10,861					$	9,929					$	24,364
Inventory liquidation gains						—						(4,890)						—						(2,922)
Inventory valuation losses						2,118						—						821						—
Adjusted EBITDA						$	2,308					$	5,971					$	10,750					$	21,442

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Cover Page	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 12, 2024
Entity Registrant Name	ADAMS RESOURCES & ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7908
Entity Tax Identification Number	74-1753147
Entity Address, Address Line One	17 South Briar Hollow Lane
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	713
Local Phone Number	881-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	AE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000002178
Amendment Flag	false

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