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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: (713) 881-3600

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
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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EX-99.1 2 a3q2024erexhibit991.htm EX-99.1 Document

Exhibit 99.1
FOR IMMEDIATE RELEASE
adamslogoa03a.jpg

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
tohmart@adamsresources.com
(713) 881-3609


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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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