8-K

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): May 18, 2020

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 1.01 Entry into a Material Definitive Agreement.

On May 18, 2020, Service Transport Company (“Service Transport”), a wholly owned subsidiary of Adams Resources & Energy, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), between Service Transport and Comcar Industries, Inc. (“Comcar”) pursuant to which Service Transport will acquire substantially all of the assets of Comcar’s subsidiary, CTL Transportation, LLC (“CTL”), for approximately $9 million, subject to customary post-closing adjustments. Service Transport’s anticipated purchase of CTL’s assets is part of Comcar’s Chapter 11 bankruptcy process announced on May 17, 2020.

Comcar has filed a motion with the Bankruptcy Court for the District of Delaware seeking approval of the Asset Purchase Agreement with Service Transport. The transaction is subject to customary regulatory approval, including through the bankruptcy court, and closing conditions. The Company expects to close the transaction as soon as practicable after such regulatory approvals and closing conditions have been satisfied, which is currently anticipated to occur in the third quarter or earlier.

The foregoing summary of the Asset Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement. The Company intends to file the Asset Purchase Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2020, or in an earlier filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of Adams Resources & Energy, Inc. issued May 18, 2020.
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:	May 18, 2020	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

Exhibit 99.1

FOR IMMEDIATE RELEASE

ADAMS RESOURCES & ENERGY, INC. SIGNS ASSET PURCHASE AGREEMENT TO ACQUIRE TRANSPORTATION COMPANY ASSETS

Houston, Texas (Monday, May 18, 2020) -- Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”) today announced that Service Transport Company (“Service Transport”), Adams’ transportation subsidiary, has executed a definitive agreement with Comcar Industries, Inc. (“Comcar”) to acquire substantially all of the assets of Comcar’s subsidiary, CTL Transportation, LLC (“CTL”). CTL is a liquid bulk chemical carrier that owns approximately 160 tractor trailer trucks and 320 trailers with primary operations in Alabama, Florida, Georgia, Louisiana, Missouri, Ohio and Texas. Service Transport’s anticipated purchase of CTL’s assets is part of Comcar’s Chapter 11 bankruptcy process as announced on May 17, 2020.

“We are pleased to enter into this strategic transaction given its key benefits on multiple fronts,” said Kevin J. Roycraft, Adams’ Chief Executive Officer. “The acquisition will allow us to grow the size of Service Transport’s collective fleet of both tractors and trailers by more than 50 percent, as well as expand our operating footprint into four new important markets. Finally, the transaction offers a compelling valuation for our shareholders and will be immediately accretive to earnings.”

“We look forward to having CTL’s assets folded into Service Transport and welcoming their experienced drivers and related operations personnel into the Adams’ employee family,” said Wade Harrison, President of Service Transport. “Importantly, Service Transport and CTL utilize similar software and certain other key operating and financial systems, which should result in a fairly seamless integration. Bottom line, we believe the resulting much larger industry-leading vehicle fleet and operating footprint, along with an expanded pool of best-in-class drivers and support staff, places Service Transport in a strong position for continued long-term success.”

Comcar has filed a motion with the Bankruptcy Court for the District of Delaware seeking approval of the asset purchase agreement with Service Transport. The transaction is subject to customary regulatory approval, including through the bankruptcy court, and closing conditions. Adams expects to close the transaction as soon as practicable after such regulatory approvals and closing conditions have been satisfied, which is currently anticipated to occur in the third quarter or earlier.

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Adams Resources & Energy, Inc. is 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 through its two subsidiaries, GulfMark Energy, Inc. and Service Transport Company, respectively. For more information, visit www.adamsresources.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain 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. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. 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. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, 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, including, but not limited to: Adams’ ability to efficiently integrate the CTL assets and to obtain the anticipated benefits therefrom. 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.

Contact:Tracy E. Ohmart

EVP, Chief Financial Officer

tohmart@adamsresources.com

(713) 881-3609

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XML

Cover Page	May 18, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 18, 2020
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