8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

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. ☐

1

Explanatory Note

As previously reported on August 17, 2022, on August 12, 2022, GulfMark Asset Holdings, LLC (“GulfMark Holdings”), a Texas limited liability company and subsidiary of Adams Resources & Energy, Inc., a Delaware corporation (the “Company” or “Adams”), as buyer and each of Scott Bosard, Trey Bosard and Tyler Bosard as sellers (collectively, the “Sellers”), entered into a purchase agreement (the “Purchase Agreement”) to acquire all of the equity of Firebird Bulk Carriers, Inc., a Texas corporation (“Firebird”), and Phoenix Oil, Inc., a Texas corporation (“Phoenix”), for a purchase price of approximately $35.8 million in cash, $1.5 million in shares of common stock of the Company and an earn-out provision (collectively, the “Acquisition”).

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends and supplements Item 9.01 of the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 17, 2022 (the “Original Form 8-K”) to provide certain historical and pro forma financial information as required by Items 9.01(a) and 9.01(b) of Form 8-K and permitted to be filed by amendment to the Original Form 8-K pursuant to Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, respectively. Except for the filing of such information, this Amendment No. 1 does not modify or update other disclosures in, or exhibits to, the Original Form 8-K and accordingly should be read in conjunction with the Original Form 8-K. The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that Adams will experience after the Acquisition.

The information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment No. 1.

Item 9.01 Financial Statements and Exhibits.

(a)    Financial statements of businesses acquired

The audited combined financial statements of Firebird and Phoenix as of and for the year ended December 31, 2021 are filed as Exhibit 99.1 and incorporated by reference herein.

The unaudited condensed combined financial statements of Firebird and Phoenix as of and for the six months ended June 30, 2022 are filed as Exhibit 99.2 and incorporated by reference herein.

(b)    Pro forma financial information

The unaudited pro forma condensed combined financial information of Adams as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021, and notes related thereto, are filed as Exhibit 99.3 and incorporated by reference herein.

(d)    Exhibits.

23.1	Consent of Doeren Mayhew, independent auditors of Firebird and Phoenix.
99.1	Audited Combined Financial Statements of Firebird and Phoenix as of and for the year ended December 31, 2021.
99.2	Unaudited Condensed Combined Financial Statements of Firebird and Phoenix as of and for the six months ended June 30, 2022.
99.3	Unaudited Pro Forma Condensed Combined Financial Information of Adams Resources & Energy, Inc. as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021.
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.

2

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:	October 28, 2022	By:	/s/ Tracy E. Ohmart
			Tracy E. Ohmart
			Chief Financial Officer
			(Principal Financial Officer and
			Principal Accounting Officer)

3

EX-23.1

Exhibit 23.1

October 26, 2022

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements (Nos. 333-251643, 333-224916 and 333-265059) on Forms S-3 and S-8 of Adams Resources & Energy, Inc. of our report dated October 26, 2022, with respect to the combined financial statements of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc., which appears in this Current Report on Form 8-K/A.

/s/ Doeren Mayhew

Doeren Mayhew

Houston, Texas

EX-99.1

Exhibit 99.1

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2021

(With Independent Auditor’s Report Thereon)

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT	1
COMBINED FINANCIAL STATEMENTS
Combined Balance Sheet	3
Combined Statement of Income	4
Combined Statement of Changes in Stockholders’ Equity	5
Combined Statement of Cash Flows	6
Notes to Combined Financial Statements	7

INDEPENDENT AUDITOR’S REPORT

To the Stockholders

    of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc.

Opinion

We have audited the combined financial statements of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc., which comprise the combined balance sheet as of December 31, 2021, and the related combined statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the combined financial statements.

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. as of December 31, 2021, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc.’s ability to continue as a going concern for one year after the date that the combined financial statements are issued.

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Auditor’s Responsibilities for the Audit of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

In performing audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc.’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc.’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Doeren Mayhew

Houston, Texas

October 26, 2022

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED BALANCE SHEET

DECEMBER 31, 2021

Assets
Current assets:
Cash	$	9,177,522
Accounts receivable, net	4,278,795
Inventory	589,072
Prepaid expenses and other assets	210,158
Advances to stockholders and related parties (Note 5)	6,146,044
Total current assets	20,401,591
Property and equipment, net (Note 3)	10,815,195
Total assets	$	31,216,786
Liabilities and Stockholders’ Equity
Liabilities:
Current liabilities:
Accounts payable	$	2,859,569
Accrued liabilities	618,790
Notes payable (Note 4)	4,388,137
Advances from stockholders and related parties (Note 5)	2,693,985
Total current liabilities	10,560,481
Stockholders’ equity
Common stock, $1 par value, 150,000 shares authorized;
2,000 shares issued and outstanding	2,000
Additional paid-in capital	50,287
Retained earnings	20,604,018
Total stockholders’ equity	20,656,305
Total liabilities and stockholders’ equity	$	31,216,786

See accompanying notes to combined financial statements.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF INCOME

YEAR ENDED DECEMBER 21, 2021

Revenues	$	49,598,962
Cost of goods sold	37,609,224
Gross profit	11,989,738
Selling, general and administrative expenses	7,326,968
Income from operations	4,662,770
Other income (expense):
Other income	284,174
Gain on sale of property and equipment	200,919
Interest expense	(315,943)
Total other income (expense)	169,150
Net income	$	4,831,920

See accompanying notes to combined financial statements.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDED DECEMBER 21, 2021

			Additional
	Common		Paid-in		Retained
	stock		Capital		Earnings		Total
Balance - December 31, 2020, unaudited	$	2,000	$	50,287	$	17,615,057	$	17,667,344
Prior year adjustments (Note 2)	—		—		(1,842,959)		(1,842,959)
Balance - December 31, 2020, restated	2,000		50,287		15,772,098		15,824,385
Net income	—		—		4,831,920		4,831,920
Balance - December 31, 2021	$	2,000	$	50,287	$	20,604,018	$	20,656,305

See accompanying notes to combined financial statements.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 21, 2021

Cash flows from operating activities:
Net income	$	4,831,920
Adjustment to reconcile net income to cash provided by
operating activities:
Depreciation	3,610,184
Bad debt expense	280,071
Gain on sale of property and equipment	(200,919)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade	(846,763)
Inventory	(294,300)
Prepaid expenses and other assets	15,909
Increase (decrease) in:
Accounts payable	(2,049,848)
Accrued liabilities	158,551
Net cash provided by operating activities	5,504,805
Cash flows from investing activities:
Purchases of property and equipment	(173,813)
Proceeds from sale of property and equipment	497,943
Net cash provided by investing activities	324,130
Cash flows from financing activities:
Net advances to stockholders and related parties	(1,137,608)
Payments on notes payable	(2,646,270)
Net cash used in financing activities	(3,783,878)
Net increase in cash	2,045,057
Cash - January 1, 2021	7,132,465
Cash - December 31, 2021	$	9,177,522

See accompanying notes to combined financial statements.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

Note 1    -    Organization and Nature of Operations

Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. (collectively, the Company) were incorporated under the laws of the state of Texas on December 17, 1990 and January 15, 1981, respectively. Firebird Bulk Carriers, Inc. is a full-service trucking company, specializing in hauling crude, chemicals, and other hazardous cargo. Phoenix Oil recycles and repurposes off-spec fuels, lubricants, crude oil and other oil products. The Company primarily operates in the states of Arkansas, Louisiana, New Mexico, Oklahoma, and Texas.

Note 2    -    Summary of Significant Accounting Policies

Principles of Combination

The accompanying combined financial statements include the accounts of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc., both of which are under common control and ownership. All significant intercompany accounts and transactions have been eliminated.

Basis of Accounting

The combined financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).

Cash

The Company places its cash with high credit quality financial institutions. All bank deposit accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2021, the Company had cash balances in excess of the FDIC insured limits of $8,969,096.

Accounts Receivable

The Company extends credit based on established terms and limits and generally does not require collateral. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio resulting from the inability of customers to make required payments for products or services. In establishing the required allowance, management considers historical losses adjusted for current market conditions and the Company’s customers’ financial condition, any receivables in dispute, the current receivables aging and the current payment patterns. As of December 31, 2021, the Company did not have a balance in allowance for doubtful accounts. During

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

the year ended December 31, 2021, the Company recorded bad debt expense of $280,071.

Accounts receivable for the year ended December 31, 2021 were as follows:

	Ending		Beginning
Accounts receivable	$	4,278,795	$	3,712,103

Inventory

Inventory consists of petroleum-based products held for sale to customers and supplies and are valued at lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Lower of cost or net realizable inventory adjustments are recorded to expense in the period in which they are determined. As of December 31, 2021, the inventory balance of $589,072 is classified as finished goods.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. Any gain or loss on the retirement of assets is recognized in the combined statement of income. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity or assets are capitalized.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of promised goods and services to customers in an amount that reflects the consideration to which it expects to be entitled to for providing those goods and services. For each arrangement with a customer, the Company identifies the contract, the associated performance obligations within the contract, determines the transaction prices of that contract, allocates the transaction price to each performance obligation and recognizes revenue as each performance obligation is satisfied. The satisfaction of performance obligations in a contract is based upon when the customer obtains control over the asset. Depending on the nature of the performance obligation, control transfers either at a particular point in time or over time.     For transportation and sale of petroleum products, the Company is recognizing revenue at a point in time when the goods are shipped or made available at the customer’s chosen destination.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

The following table set forth the Company’s revenues by major source for the year ended December 31, 2021:

Transportation and logistics services	$	23,682,558
Petroleum products	25,916,404
Total	$	49,598,962

Shipping and handling costs are accounted for as activities to fulfill the promise to transfer the goods and therefore, are not considered a separate performance obligation. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales in the statements of operations. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore, are excluded from revenues in the statements of operations.

The Company’s contracts with customers do not have significant financing components, as payment is received at or shortly after the point of sale, which is typically 15 to 30 days, as dictated in the contract. Costs incurred to obtain a contract with a customer, if any, are expensed as incurred when the amortization period is less than one year.

Advertising

Advertising costs are charged to expense when incurred and were $199,017 for the year ended December 31, 2021.

Income Taxes

Firebird Bulk Carriers Inc. and Phoenix Oil Inc. have elected to operate as S Corporations. Accordingly, earnings and losses are included in the personal income tax return of the stockholders and taxed on personal tax rates. Therefore, no provision or liability for federal income taxes has been included in the combined financial statements.

The Company accounts for the effect of any uncertain tax positions based on a "more likely than not" threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a "cumulative probability assessment" that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued as income tax expense. The Company has identified its tax

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

status as a corporation electing to be taxed as a pass-through entity as a tax position; however, the Company has determined that such tax position does not result in an uncertainty requiring recognition. The Company’s income tax filings are subject to audit by various taxing authorities. Management believes that the Company is no longer subject to income tax examinations for the years prior to 2018.

Use of Estimates

The preparation of combined financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Prior Year Adjustments

As of December 31, 2020, the Company’s property and equipment was overstated by $1,691,997, receivables, revenues were understated by $277,491, and accrued liabilities were understated by $428,453 due to errors. As a result of these errors, the Company’s retained earnings were overstated by $1,842,959 as of December 31, 2020.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase the transparency and comparability of lease recognition and disclosure. ASU 2016-02 requires the recognition of lease assets and lease liabilities on the Combined Balance Sheet for those leases with a term greater than one year, while recognizing lease expenses on the Statement of Operations in a manner similar to current guidance. ASU 2016-02 becomes effective for the Company on January 1, 2022 and will have a material impact on the Company’s financial position by increasing assets and liabilities by approximately $2 million through the recognition of right-of-use assets and corresponding lease liabilities.

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

Note 3    -    Property and Equipment

Property and equipment as of December 31, 2021 consisted of the following:

Land	$	102,230
Machinery and equipment	3,553,256
Furniture and fixtures	9,059
Automobiles and trucks	27,270,923
Computers and software	73,994
Total property and equipment	31,009,462
Less: accumulated depreciation	(20,194,267)
Total property and equipment, net	$	10,815,195

Depreciation expense was $3,610,184 for the year ended December 31, 2021, of which $3,410,893 was included in costs of goods sold and $199,291 was included in selling, general, and administrative expenses on the combined statement of income.

- 11 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

Note 4    -    Notes Payable

	Amount
Installment notes payable with Paccar Financial, bearing interest ranging from 4.92% to 7.15%, monthly payments ranging from $2,291 to $5,815, principal and interest, through April 2026, secured by various automobiles and trucks with a total net book value of $1,733,405.	$	1,778,922
Installment notes payable with Prosperity Bank, bearing interest ranging from 4.00% to 5.91%, monthly payments ranging from $2,176 to $5,158, principal and interest, through March 2026, secured by various automobiles and trucks with a total net book value of $1,265,821.	1,041,834
Installment notes payable with Independent Financial, bearing interest ranging from 4.06% to 5.75%, monthly payments ranging from $1,005 to $5,990, principal and interest, through June 2025, secured by various automobiles and trucks with a total net book value of $1,040,712.	663,962
Installment notes payable with BMO Harris Bank, bearing interest ranging from 5.45% to 7.67%, monthly payments ranging from $1,937 to $5,337, principal and interest, through November 2025, secured by various automobiles and trucks with a total net book value of $536,522.	491,085
Installment notes payable with Mack Financial Services, bearing interest ranging from 4.99% to 7.01%, monthly payments ranging from $1,204 to $4,881, principal and interest, through December 2025, secured by various automobiles and trucks with a total net book value of $343,649.	330,340
Installment notes payable with U.S SBA, bearing interest of 6.61%, monthly payments of $2,278, principal and interest, maturing October 2024, secured by assets of Phoenix RES LLC and personal guarantees of the stockholders.	64,675
Installment notes payable with Mac Haik Ford Ltd., monthly principal payments of $787, maturing November 2023, secured by a truck with a net book value of $22,050.	17,319
Total notes payable	$	4,388,137

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

In conjunction with the sale of the Company, see note 9, all notes were repaid subsequent to year end. As a result, the total balance of notes payable is presented as current in the combined balance sheet as of December 31, 2021.

Note 5    -    Related Party Transactions

The Company has advanced funds to the stockholders and related parties totaling $6,146,044 as of December 31, 2021. The Company has been advanced funds from the stockholders and related parties totaling $2,693,985 as of December 31, 2021. The advances consist of non-interest-bearing loans and transactions with no repayment terms. The related party entities are under common control and ownership.

The Company had total sales of $58,376 and receivables of $52,716 with a related party as of December 31, 2021. The Company had payables due to related parties in the amount of $241,285 as of December 31, 2021. These receivables and payables are included in accounts receivable and accounts payable, respectively, on the combined balance sheet.

In conjunction with the sale of the Company, see note 9, all related party balances noted above have been collected and repaid subsequent to year end.

Note 6    -    Operating Leases

The Company leases real estate and equipment with related and third parties under operating lease agreements expiring through 2023. Future minimum lease payments under non-cancelable operating leases are as follows:

Years Ending	Amount
December 31,
2022	$	276,000
2023	544,000
2024	399,000
2025	276,000
2026	282,000
Thereafter	190,000
Total	$	1,967,000

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 21, 2021

For the year ended December 31, 2021, total rental expense was approximately $466,000. Rent expense paid to related parties for the year ended December 31, 2021 totaled $252,000.

Note 7    -    Concentrations

The Company had sales from two major customers during the year ended December 31, 2021 which accounted for approximately 31% of total sales. Accounts receivable due from these customers totaled $711,151 as of December 31, 2021.

Note 8    -    Statement of Cash Flows

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for interest	$	315,943
Property and equipment financed through notes payable	$	559,377

Note 9    -    Subsequent Events

In August 2022, the Company sold and assigned all its authorized, issued and outstanding capital stock to GulfMark Asset Holdings, LLC for a purchase price of approximately $33 million.

The Company has evaluated subsequent events through October 26, 2022, which is the date these combined financial statements were available for issuance.

* * * End of Notes * * *

- 14 -

EX-99.2

Exhibit 99.2

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

(With Independent Accountant’s Compilation Report Thereon)

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

TABLE OF CONTENTS

	Page
INDEPENDENT ACCOUNTANT’S COMPILATION REPORT	1
COMBINED FINANCIAL STATEMENTS
Combined Balance Sheet	2
Combined Statement of Income	3
Combined Statement of Changes in Stockholders’ Equity	4
Combined Statement of Cash Flows	5
Notes to Combined Financial Statements	6

INDEPENDENT ACCOUNTANT’S COMPILATION REPORT

To the Stockholders

    of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc.

Management is responsible for the accompanying combined financial statements of Firebird Bulk Carriers Inc. and Phoenix Oil Inc. (“the Company”), which comprise the combined balance sheet as of June 30, 2022, and the related combined statements of income, changes in stockholders’ equity, and cash flows for the six months period ending June 30, 2022, and the related notes to the combined financial statements in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the combined financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these combined financial statements.

Change in Accounting Principle

As disclosed in Note 2 to the combined financial statements, the Company adopted the FASB Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), changing the way it accounts for operating leases in 2022.

/s/ Doeren Mayhew

Houston, Texas

October 26, 2022

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FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED BALANCE SHEET

JUNE 30, 2022

Assets
Current assets:
Cash	$	7,618,865
Accounts receivable, net	5,398,697
Inventory	1,145,068
Prepaid expenses and other assets	236,748
Advances to stockholders and related parties (Note 5)	7,799,525
Total current assets	22,198,903
Long-term assets:
Operating lease right-of-use assets	139,203
Property and equipment, net (Note 3)	10,014,043
Total assets	$	32,352,149
Liabilities and Stockholders’ Equity
Liabilities:
Current liabilities:
Accounts payable	$	3,526,581
Accrued liabilities	309,304
Current portion of operating lease obligations (Note 6)	99,240
Notes payable (Note 4)	3,417,040
Advances from stockholders and related parties (Note 5)	2,197,777
Total current liabilities	9,549,942
Operating lease obligations (Note 6)	39,963
Total liabilities	9,589,905
Stockholders’ equity
Common stock, $1 par value, 150,000 shares authorized;
2,000 shares issued and outstanding	2,000
Additional paid-in capital	50,287
Retained earnings	22,709,957
Total stockholders’ equity	22,762,244
Total liabilities and stockholders’ equity	$	32,352,149

See accompanying notes to combined financial statements.

- 2 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF INCOME

PERIOD OF SIX MONTHS ENDED JUNE 30, 2022

Sales	$	35,076,207
Cost of goods sold	24,538,686
Gross profit	10,537,521
Selling, general and administrative expenses	3,832,738
Income from operations	6,704,783
Other income (expense):
Other income	93,279
Gain on sale of property and equipment	233,730
Interest expense	(157,995)
Total other income (expense)	169,014
Net income	$	6,873,797

See accompanying notes to combined financial statements.

- 3 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

PERIOD OF SIX MONTHS ENDED JUNE 30, 2022

			Additional
	Common		Paid-in		Retained
	stock		Capital		Earnings		Total
Balance - December 31, 2021	$	2,000	$	50,287	$	20,604,018	$	20,656,305
Distributions	—		—		(4,767,858)		(4,767,858)
Net income	—		—		6,873,797		6,873,797
Balance - June 30, 2022	$	2,000	$	50,287	$	22,709,957	$	22,762,244

See accompanying notes to combined financial statements.

- 4 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

COMBINED STATEMENT OF CASH FLOWS

PERIOD OF SIX MONTHS ENDED JUNE 30, 2022

Cash flows from operating activities:
Net income	$	6,873,797
Adjustment to reconcile net income to cash provided by
operating activities:
Depreciation	1,643,648
Gain on sale of property and equipment	(233,730)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade	(1,119,902)
Inventory	(555,996)
Prepaid expenses and other assets	(26,590)
Increase (decrease) in:
Accounts payable	667,012
Accrued liabilities	(309,486)
Net cash provided by operating activities	6,938,753
Cash flows from investing activities:
Purchases of property and equipment	(459,230)
Proceeds from sale of property and equipment	269,066
Net cash used in investing activities	(190,164)
Cash flows from financing activities:
Net advances to stockholders and related parties	(2,149,689)
Payments on notes payable	(1,389,699)
Distributions to stockholers	(4,767,858)
Net cash used in financing activities	(8,307,246)
Net decrease in cash	(1,558,657)
Cash - beginning	9,177,522
Cash - ending	$	7,618,865

See accompanying notes to combined financial statements.

- 5 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

Note 1    -    Organization and Nature of Operations

Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. (collectively, the Company) were incorporated under the laws of the state of Texas on December 17, 1990 and January 15, 1981, respectively. Firebird Bulk Carriers, Inc. is a full-service trucking company, specializing in hauling crude, chemicals, and other hazardous cargo. Phoenix Oil recycles and repurposes off-spec fuels, lubricants, crude oil and other oil products. The Company primarily operates in the states of Arkansas, Louisiana, New Mexico, Oklahoma, and Texas.

Note 2    -    Summary of Significant Accounting Policies

Principles of Combination

The accompanying combined financial statements include the accounts of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc., both of which are under common control and ownership. All significant intercompany accounts and transactions have been eliminated.

Basis of Accounting

The combined financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).

Cash

The Company places its cash with high credit quality financial institutions. All bank deposit accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of June 30, 2022, the Company had cash balances in excess of the FDIC insured limits of $7,026,449.

Accounts Receivable

The Company extends credit based on established terms and limits and generally does not require collateral. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio resulting from the inability of customers to make required payments for products or services. In establishing the required allowance, management considers historical losses adjusted for current market conditions and the Company’s customers’ financial condition, any receivables in dispute, the current receivables aging and the current payment patterns. As of June 30, 2022, the Company did not have a balance in allowance for doubtful accounts.

- 6 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

Accounts receivable for the six months period ended June 30, 2022 were as follows:

	Ending		Beginning
Accounts receivable	$	5,398,697	$	4,278,795

Inventory

Inventory consists of petroleum-based products held for sale to customers and supplies and are valued at lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Lower of cost or net realizable inventory adjustments are recorded to expense in the period in which they are determined. As of June 30, 2022, the inventory balance of $1,145,068 is classified as finished goods.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. Any gain or loss on the retirement of assets is recognized in the combined statement of income. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity or assets are capitalized.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of promised goods and services to customers in an amount that reflects the consideration to which it expects to be entitled to for providing those goods and services. For each arrangement with a customer, the Company identifies the contract, the associated performance obligations within the contract, determines the transaction prices of that contract, allocates the transaction price to each performance obligation and recognizes revenue as each performance obligation is satisfied. The satisfaction of performance obligations in a contract is based upon when the customer obtains control over the asset. Depending on the nature of the performance obligation, control transfers either at a particular point in time or over time.     For transportation and sale of petroleum products, the Company is recognizing revenue at a point in time when the goods are shipped or made available at the customer’s chosen destination.

- 7 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

The following table set forth the Company’s revenues by major source for the six months period ended June 30, 2022:

Transportation and logistics services	$	13,727,759
Petroleum products	21,348,448
Total	$	35,076,207

Shipping and handling costs are accounted for as activities to fulfill the promise to transfer the goods and therefore, are not considered a separate performance obligation. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales in the statements of operations. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore, are excluded from revenues in the statements of operations.

The Company’s contracts with customers do not have significant financing components, as payment is received at or shortly after the point of sale, which is typically 15 to 30 days, as dictated in the contract. Costs incurred to obtain a contract with a customer, if any, are expensed as incurred when the amortization period is less than one year.

Advertising

Advertising costs are charged to expense when incurred and were $92,692 for the six months period ended June 30, 2022.

Income Taxes

Firebird Bulk Carriers Inc. and Phoenix Oil Inc. have elected to operate as S Corporations. Accordingly, earnings and losses are included in the personal income tax return of the stockholders and taxed on personal tax rates. Therefore, no provision or liability for federal income taxes has been included in the combined financial statements.

The Company accounts for the effect of any uncertain tax positions based on a "more likely than not" threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a "cumulative probability assessment" that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued as income tax expense. The Company has identified its tax status as a corporation electing to be taxed as a pass-through entity as a tax position;

- 8 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

however, the Company has determined that such tax position does not result in an uncertainty requiring recognition. The Company’s income tax filings are subject to audit by various taxing authorities. Management believes that the Company is no longer subject to income tax examinations for the years prior to 2019.

Use of Estimates

The preparation of combined financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability of accounting for lease transactions. ASU 2016-02 requires lessees to recognize lease contracts with a term greater than one year on the balance sheet, while recognizing expenses on the statement of operations in a manner similar to current guidance. ASU 2016-02 is effective for the Company on January 1, 2022 and shall be applied to all open leases as of the adoption date.

Note 3    -    Property and Equipment

Property and equipment as of June 30, 2022 consisted of the following:

Machinery and equipment	$	3,551,417
Furniture and fixtures	9,059
Automobiles and trucks	27,319,760
Computers and software	73,994
Total property and equipment	30,954,230
Less: accumulated depreciation	(20,940,187)
Total property and equipment, net	$	10,014,043

Depreciation expense was $1,643,648 for the six months period ended June 30, 2022, of which $1,575,064 was included in costs of goods sold and $68,584 was included in selling, general, and administrative expenses on the combined statement of income.

- 9 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

Note 4    -    Notes Payable

	Amount
Installment notes payable with Paccar Financial, bearing interest ranging from 4.92% to 7.15%, monthly payments ranging from $2,291 to $5,815, principal and interest, through April 2026, secured by various automobiles and trucks with a total net book value of $1,243,012.	$	1,382,525
Installment notes payable with Prosperity Bank, bearing interest ranging from 4.00% to 5.91%, monthly payments ranging from $2,176 to $5,158, principal and interest, through March 2026, secured by various automobiles and trucks with a total net book value of $796,935.	994,946
Installment notes payable with Independent Financial, bearing interest ranging from 4.06% to 5.75%, monthly payments ranging from $1,005 to $5,990, principal and interest, through June 2025, secured by various automobiles and trucks with a total net book value of $681,720.	467,631
Installment notes payable with BMO Harris Bank, bearing interest ranging from 5.45% to 7.67%, monthly payments ranging from $1,937 to $5,337, principal and interest, through November 2025, secured by various automobiles and trucks with a total net book value of $456,251.	378,125
Installment notes payable with Mack Financial Services, bearing interest ranging from 4.99% to 7.01%, monthly payments ranging from $1,204 to $4,881, principal and interest, through December 2025, secured by various automobiles and trucks with a total net book value of $209,953.	181,217
Installment notes payable with Mac Haik Ford Ltd., monthly principal payments of $787, maturing November 2023, secured by a truck with a net book value of $15,750.	12,596
Total notes payable	$	3,417,040

- 10 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

In conjunction with the sale of the Company, see note 9, all notes were repaid subsequent to June 30, 2022. As a result, the total balance of notes payable is presented as current in the combined balance sheet as of June 30, 2022.

Note 5    -    Related Party Transactions

The Company has advanced funds to the stockholders and related parties totaling $7,799,525 as of June 30, 2022. The Company has been advanced funds from the stockholders and related parties totaling $2,197,777 as of June 30, 2022. The advances consist of non-interest-bearing loans and transactions with no repayment terms. The related party entities are under common control and ownership.

The Company had total sales of $73,339 and receivables of $5,660 with a related party as of June 30, 2022. The Company had payables due to related parties in the amount of $177,000 as of June 30, 2022. These receivables and payables are included in accounts receivable and accounts payable, respectively, on the combined balance sheet.

In conjunction with the sale of the Company, see note 9, all related party balances noted above have been collected and repaid subsequent to June 30, 2022.

Note 6    -    Operating Lease Obligations

The Company leases real estate and equipment with related parties and third parties under operating lease agreements expiring through 2024. As of June 30, 2022, operating lease components with initial or remaining terms in excess of one year is classified on the balance sheet within right of use assets, short-term operating lease obligations, and long-term operating lease obligations. Rent expense for the period ended June 30, 2022 was $280,716.

Other information related to the operating leases is as follows:

Weighted average remaining lease term (years)	1.46
Weighted average discount rate	5.00	%

- 11 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

Maturities of operating lease obligations is as follows:

Periods Ending	Amount
June 30,
2023	$	99,240
2024	50,598
2025	2,624
Total undiscounted lease payments	$	152,462
Less: discount to net present value	(13,259)
Total operating lease obligations	$	139,203

In August 2022, the Company entered into three long-term leases. At inception of these operating leases, the Company’s right of use assets and liabilities are expected to increase by approximately $2 million.

Rent expense to related parties for the six months period ended June 30, 2022 totaled $126,000.

Note 7    -    Concentrations

The Company had sales from two major customers during the six months period ended June 30, 2022 which accounted for approximately 30% of total sales. Accounts receivable due from these customers totaled $1,693,226 as of June 30, 2022.

Note 8    -    Statement of Cash Flows

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest	$	157,995
Property and equipment financed through notes payable	$	418,602

- 12 -

FIREBIRD BULK CARRIERS, INC.

AND PHOENIX OIL, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

JUNE 30, 2022

Note 9    -    Subsequent Events

In August 2022, the Company sold and assigned all its authorized, issued and outstanding capital stock to GulfMark Asset Holdings, LLC for a purchase price of approximately $33 million.

The Company has evaluated subsequent events through October 26, 2022, which is the date these combined financial statements were available for issuance.

* * * End of Notes * * *

- 13 -

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 12, 2022, GulfMark Asset Holdings, LLC (“GulfMark Holdings”), a Texas limited liability company and subsidiary of Adams Resources & Energy, Inc., a Delaware corporation (the “Company” or “Adams”), as buyer and each of Scott Bosard, Trey Bosard and Tyler Bosard as sellers (collectively, the “Sellers”), entered into a purchase agreement (the “Purchase Agreement”) to acquire all of the equity of Firebird Bulk Carriers, Inc., a Texas corporation (“Firebird”), and Phoenix Oil, Inc., a Texas corporation (“Phoenix”), for a purchase price of approximately $35.8 million in cash, $1.5 million in shares of common stock of the Company and an earn-out provision.

The unaudited pro forma condensed combined financial information herein presents the combined historical consolidated financial position and results of operations of the Company, Firebird and Phoenix after giving effect to the transaction based on assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma combined financial information. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives effect to the acquisition as if it had been consummated on June 30, 2022. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 give effect to the acquisition as if it had been consummated on January 1, 2021. The unaudited pro forma condensed combined financial information has been derived from:

•audited consolidated financial statements and related notes of Adams as of and for the year ended December 31, 2021, as included in Adams’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2022;

•interim unaudited condensed consolidated financial statements and related notes of Adams as of and for the six months ended June 30, 2022, as included in Adams’ Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022;

•audited combined financial statements and related notes of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. for the year ended December 31, 2021, included as Exhibit 99.1 in Adams’ Current Report on Form 8-K/A to which this Exhibit 99.3 is attached; and

•interim unaudited condensed combined financial statements and related notes of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. as of and for the six months ended June 30, 2022, included as Exhibit 99.2 in Adams’ Current Report on Form 8-K/A to which this Exhibit 99.3 is attached.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of Adams and Firebird and Phoenix as well as the accompanying notes to the unaudited pro forma condensed combined financial information.

The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent Adams’ actual consolidated financial position or results of operations had the acquisition been completed as of the dates presented, nor should it be considered indicative of Adams’ future consolidated financial position or results of operations.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the acquisition or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements.

1

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 2022

(In thousands)

	Historical				Pro Forma
					Transaction
			Firebird &		Accounting			Pro Forma
	Adams		Phoenix		Adjustments		Notes	Combined
ASSETS
Current assets:
Cash and cash equivalents	$	67,728	$	7,619	$	(35,793)	A	$	39,554
Restricted cash	7,853							7,853
Accounts receivable, net	267,634		5,399					273,033
Accounts receivable – related party	2							2
Inventory	61,281		1,145					62,426
Derivative assets	1,501							1,501
Income tax receivable	—							—
Advances to stockholders and related parties			7,800		(7,800)		B	—
Prepayments and other current assets	2,007		236					2,243
Total current assets	408,006		22,199		(43,593)			386,612
Property and equipment, net	84,528		10,014		14,695		C	109,237
Operating lease right-of-use assets, net	6,437		139					6,576
Intangible assets and goodwill, net	2,938				15,380		D	18,318
Other assets	2,714							2,714
Total assets	$	504,623	$	32,352	$	(13,518)		$	523,457
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	289,381	$	3,527				$	292,908
Derivative liabilities	848							848
Advances from stockholders and related parties			2,198		(2,198)		B	—
Notes payable			3,417		(3,417)		F	—
Current portion of finance lease obligations	4,308							4,308
Current portion of operating lease liabilities	2,228		99					2,327
Other current liabilities	14,207		309		3,189		A,E,G,H	17,705
Total current liabilities	310,972		9,550		(2,426)			318,096
Other long-term liabilities:
Asset retirement obligations	2,406							2,406
Finance lease obligations	8,609							8,609
Operating lease liabilities	4,205		40					4,245
Deferred taxes and other liabilities	10,979				5,915		A	16,894
Total liabilities	337,171		9,590		3,489			350,250
Commitments and contingencies
Shareholders’ equity:
Preferred stock	—							—
Common stock	436		2		(2)		B	436
Contributed capital	17,541		50		375		A,B	17,966
Retained earnings	149,475		22,710		(17,380)		B	154,805
Total shareholders’ equity	167,452		22,762		(17,007)			173,207
Total liabilities and shareholders’ equity	$	504,623	$	32,352	$	(13,518)		$	523,457

2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(In thousands, except per share amounts)

	Historical				Pro Forma
					Transaction
			Firebird &		Accounting			Pro Forma
	Adams		Phoenix		Adjustments		Notes	Combined
Revenues:
Marketing	$	1,710,071						$	1,710,071
Transportation	56,224							56,224
Pipeline and storage	—							—
Transportation and recycling	—		35,076					35,076
Total revenues	1,766,295		35,076		—			1,801,371
Costs and expenses:
Marketing	1,691,158							1,691,158
Transportation	44,539							44,539
Pipeline and storage	1,159							1,159
Transportation and recycling			24,304		(1,575)		A	22,729
General and administrative	8,230		3,833		(69)		A	11,994
Depreciation and amortization	10,101		—		3,430		A	13,531
Total costs and expenses	1,755,187		28,137		1,786			1,785,110
Operating earnings	11,108		6,939		(1,786)			16,261
Other income (expense):
Interest and other income	327		93					420
Interest expense	(250)		(158)		158		B	(250)
Total other income (expense), net	77		(65)		158			170
Earnings before income taxes	11,185		6,874		(1,628)			16,431
Income tax provision	(2,619)		—		1,102		D	(1,517)
Net earnings	$	8,566	$	6,874	$	(526)		$	14,914
Earnings per share:
Basic net earnings per common share	$	1.96						$	3.40
Diluted net earnings per common share	$	1.95						$	3.37
Weighted average shares outstanding:
Basic	4,365				25		E	4,390
Diluted	4,399				25		E	4,424

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2021

(In thousands, except per share amounts)

	Historical				Pro Forma
					Transaction
			Firebird &		Accounting			Pro Forma
	Adams		Phoenix		Adjustments		Notes	Combined
Revenues:
Marketing	$	1,930,042						$	1,930,042
Transportation	94,498							94,498
Pipeline and storage	664							664
Transportation and recycling	—		49,599					49,599
Total revenues	2,025,204		49,599		—			2,074,803
Costs and expenses:
Marketing	1,898,126							1,898,126
Transportation	75,295							75,295
Pipeline and storage	2,126							2,126
Transportation and recycling	—		37,408		(3,411)		A	33,997
General and administrative	13,701		7,327		101		A,C	21,129
Depreciation and amortization	19,797		—		6,860		A	26,657
Total costs and expenses	2,009,045		44,735		3,550			2,057,330
Operating earnings	16,159		4,864		(3,550)			17,473
Other income (expense):
Interest and other income	243		284					527
Interest expense	(746)		(316)		316		B	(746)
Total other income (expense), net	(503)		(32)		316			(219)
Earnings before income taxes	15,656		4,832		(3,234)			17,254
Income tax provision	(3,768)		—		336		D	(3,432)
Net earnings	$	11,888	$	4,832	$	(2,898)		$	13,822
Earnings per share:
Basic net earnings per common share	$	2.78						$	3.22
Diluted net earnings per common share	$	2.75						$	3.19
Weighted average shares outstanding:
Basic	4,283				15		E	4,298
Diluted	4,323				15		E	4,338

4

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes have been prepared in accordance with Article 11 of Regulation S-X as amended and are based on the historical consolidated financial statements of Adams and the historical combined financial statements of Firebird and Phoenix as adjusted to give effect to the acquisition. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives effect to the acquisition as if it had been consummated on June 30, 2022. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 give effect to the acquisition as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (“ASC 805”). For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of Firebird and Phoenix based upon preliminary estimate of their fair values as of the acquisition date. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision as further analyses are completed and additional information becomes available. The purchase price consideration as well as the estimated fair values of the assets acquired and liabilities assumed will be finalized as soon as practicable, but no later than one year from the closing of the acquisition.

Management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the acquisition, and that the pro forma adjustments in the unaudited pro forma condensed combined financial information give appropriate effect to those assumptions.

Note 2. Preliminary Purchase Price Allocation

The following table summarizes the components of the preliminary estimated purchase price (in thousands):

Cash	$	35,793
Value of AE common shares issued	1,364
Contingent consideration arrangement	2,566
Fair value of total consideration transferred	$	39,723

5

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following table summarizes the components of the preliminary purchase price allocation (in thousands):

Assets acquired:
Cash and cash equivalents	$	2,203
Accounts receivable	4,921
Inventory	643
Other current assets	137
Property and equipment	24,709
Other assets	457
Intangible assets	7,734
Goodwill	2,347
Total assets acquired	43,151
Liabilities assumed:
Accounts payable and other accrued liabilities	(3,428)
Deferred tax liabilities	—
Total liabilities assumed	(3,428)
Net assets acquired	$	39,723

Note 3. Transaction Accounting Adjustments

The following describes the transaction accounting adjustments related to the acquisition that are necessary to account for the adjustment and have been included in the unaudited pro forma condensed combined financial information. The pro forma adjustments are based on preliminary estimates and valuations that could change significantly as additional information is obtained.

Balance Sheet Adjustments

A.Represents the cash consideration of $35.8 million transferred at the closing of the acquisition and the value of the shares issued to the Sellers as consideration, of which approximately $0.5 million was transferred at closing and approximately $1.0 million will be paid equally over a period of three years.

B.    Represents the elimination of historical advances to stockholders and related parties and stockholders’ equity balances of Firebird and Phoenix that were settled as part of the acquisition.

C.    Represents the adjustments to reflect the preliminary fair value of property and equipment acquired, consisting of the following (in thousands):

			Preliminary
			Estimated
			Weighted Average
	Preliminary		Useful Life
	Fair Value		(in years)
Total preliminary fair value of acquired property and equipment	$	24,709	5
Less: Historical property and equipment of Firebird and Phoenix	(10,014)
Transaction accounting adjustment	$	14,695

6

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

D.    Represents the preliminary fair value of intangible assets acquired, consisting of the following (in thousands):

			Preliminary
			Estimated
	Preliminary		Useful Life
	Fair Value		(in years)
Customer relationships	$	6,103	10
Trade names	2,300		15
Noncompete agreements	350		5
Transaction accounting adjustment	$	8,753

E.    Represents the accrual of transaction costs incurred after June 30, 2022.

F.    Represents the elimination of notes payable that was paid off as part of the acquisition.

G.     Represents the adjustment to deferred income taxes at a statutory rate of 21%, consisting of the following (in thousands):

	Preliminary
	Estimated
	Amount
Deferred taxes from book tax difference of acquired assets and liabilities	$	5,299
Deferred taxes related to transaction cost accrual	—
Transaction accounting adjustment	$	5,299

H.    Represents the preliminary fair value of the contingent consideration included in consideration transferred. The acquisition requires an earn-out payment to be made in 2024 based on the Earnings Before Interest, Taxes and Depreciation (EBITDA) for a period of one year after the acquisition relative to certain amounts as defined and established in the Purchase Agreement. The earn-out is not capped, and is a minimum of $1.5 million.

Statements of Operations Adjustments

A.Represents adjustments to increase depreciation and amortization expense related to the preliminary fair value estimates of acquired property and equipment and intangible assets, consisting of the following (in thousands):

	Six Months Ended		Year Ended
	June 30, 2022		December 31, 2021
Depreciation expense based on preliminary fair value of acquired     property and equipment	$	3,013	$	6,026
Amortization expense based on preliminary fair value of acquired     intangible assets	417		834
Less: historical depreciation expense of property and equipment of     Firebird and Phoenix included in cost of goods sold	(1,575)		(3,411)
Less: historical depreciation expense of property and equipment of     Firebird and Phoenix included in selling, general and administrative	(69)		(199)
Transaction accounting adjustment	$	1,786	$	3,250

7

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

B.Represents the elimination of historical interest expense on long-term debt of Firebird and Phoenix that was paid off as part of the acquisition.

C.Represents the adjustment related to Adams’ transaction costs incurred after June 30, 2022. These costs will not affect the statement of operations beyond 12 months from the acquisition date.

D.Represents the income tax impact of (i) Firebird’s and Phoenix’s combined net income as both were S Corporations prior to the acquisition and (ii) the transaction accounting adjustments, both at a statutory rate of 21%.

E.Represents the additional shares included in the consideration transferred at the time of closing.

8

XML

Cover Page	Aug. 11, 2022
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Aug. 11, 2022
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	true
Amendment Description	his Current Report on Form 8-K/A amends and supplements Item 9.01 of the Current Report on Form 8-K filed by the Company with the SEC on August 17, 2022 to provide certain historical and pro forma financial information related to the acquisition of Firebird Bulk Carriers, Inc. and Phoenix Oil, Inc. as required by Items 9.01(a) and 9.01(b) of Form 8-K and permitted to be filed by amendment to the Original Form 8-K pursuant to Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, respectively.