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): November 10, 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. ☐

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Item 2.02 Results of Operations and Financial Condition.

On November 10, 2022, Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2022. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of Adams Resources & Energy, Inc. issued November 10, 2022.
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 10, 2022	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. ANNOUNCES

THIRD QUARTER 2022 RESULTS AND DECLARES QUARTERLY DIVIDEND

Houston, Texas (Thursday, November 10, 2022) -- 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 and nine month period ended September 30, 2022. The Company also declared a quarterly cash dividend of $0.24 per common share.

Q3 2022 Financial Highlights

•Net earnings of $2.2 million, or $0.50 per diluted common share, on revenues of $852.9 million for the third quarter of 2022, compared to net earnings of $1.5 million, or $0.36 per diluted common share, on revenues of $568.2 million for the third quarter of 2021.

•Net cash generated by operating activities in the quarter was $40.0 million, versus $12.1 million for the third quarter of 2021. The increase was primarily driven by changes in inventory due to fluctuations in crude oil pricing and barrels held.

•Adjusted net earnings of $4.7 million in the quarter, or $1.06 per diluted common share, compared to adjusted net earnings of $1.8 million, or $0.41 per diluted common share, for the third quarter of 2021.

•Adjusted cash flow of $12.6 million for the quarter versus $7.3 million for the third quarter of 2021.

•Cash and cash equivalents position was $86.5 million at September 30, 2022, versus $97.8 million at December 31, 2021, primarily due to an increase in crude oil inventory barrels, due in part to timing of customer deliveries, together with an increase in crude oil prices.

•Enhanced financial liquidity of $123.3 million at September 30, 2022, including cash and cash equivalents and $36.8 million available under the Company’s $60.0 million Credit Agreement.

Adjusted net earnings, adjusted earnings per diluted common share and adjusted cash flow are non-generally accepted accounting principle (“non-GAAP”) financial measures that are defined and reconciled in the financial tables later in this release.

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Q3 2022 Operational Highlights

•Adam’s crude oil marketing subsidiary, GulfMark Energy, Inc. (“GulfMark”), marketed 91,878 barrels per day (“bpd”) of crude oil, compared to 91,941 bpd during the third quarter of 2021 and 94,876 bpd during the second quarter of 2022. GulfMark held 304,554 barrels of crude oil inventory at September 30, 2022, compared to 259,489 barrels at December 31, 2021.

•The collective fleet of Service Transport Company (“Service Transport”), Adams’ liquid chemicals, pressurized gases, asphalt and dry bulk transportation subsidiary, traveled 6.78 million miles versus 6.93 million miles during the third quarter of 2021 and 6.86 million miles during the second quarter of 2022.

•Adams’ crude oil pipeline and storage segment’s, which includes the Victoria Express Pipeline System (“VEX Pipeline System”), throughput increased to 9,963 bpd from 9,759 bpd for the third quarter of 2021, although representing a decline from 13,281 bpd for the second quarter of 2022, and terminalling volumes grew to 9,716 bpd from 9,159 bpd in the third quarter of 2021, down from 13,704 bpd for the second quarter of 2022.

•Adams’ newly added logistics and repurposing segment, which includes the Firebird Bulk Carriers, Inc. (“Firebird”) and Phoenix Oil, Inc. (“Phoenix”) businesses acquired in August 2022, had an immediate positive impact on quarterly cash flow.

Additional Corporate Updates

•During the quarter, the Company acquired the operations of Firebird and Phoenix and began reporting results as logistics and repurposing. The adjusted aggregate purchase price was approximately $40 million. The acquisition expands Adams’ footprint, includes operating synergies, and is accretive to earnings and cash flow.

•Subsequent to the quarter, the Company announced the repurchase of all outstanding Adams common shares owned by KSA Industries, Inc. and affiliates, representing approximately 44% of the total shares outstanding. The $70 million purchase price was funded through cash on hand and a new term loan. Following the transaction, the share count has decreased to 2,452,404 shares outstanding.

•During the quarter, the Company announced that it will be breaking ground on the new pipeline connection between the Victoria Express Pipeline and the Max Midstream pipeline system and expects to complete construction and place the new connection into commercial service during the second quarter of 2023.

•During the quarter, the Company announced that Service Transport had opened its 20th terminal located in the Pittsburgh, Pennsylvania area. This new facility will offer Service Transport’s clients additional resources in the Northeastern United States, providing additional opportunities for revenue and profitability growth, while serving as a base of operations for recruiting in the immediate area.

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Kevin J. Roycraft, Adams’ Chief Executive Officer, said, “We are delighted to report continued operating and financial momentum through the third quarter. Additionally, the recent purchase of both Firebird and Phoenix and the repurchase of the KSA shares significantly transforms and strengthens the Company. Our three existing segments made important progress on their strategic initiatives while our new fourth segment, the new Logistics and Repurposing group, is also off to a very strong start. The new Adams operating structure is designed to grow profitability through strategic, disciplined operational excellence and growth within each respective business segment, all for the long-term benefit of our shareholders. I want to thank all of our team members for their steadfast dedication to providing our customers with a safe, efficient and best-in-class service offering.”

Capital Investments and Dividends

During the third quarter of 2022, the Company spent capital of $2.0 million for tractors, trailers and other field equipment. In addition, Adams paid dividends of $1.1 million, or $0.24 per common share.

As part of Adams’ on-going capital allocation strategy, the Board of Directors has declared a quarterly cash dividend for the third quarter of 2022 of $0.24 per common share, payable on December 16, 2022, to shareholders of record as of December 2, 2022. Adams has consistently paid a dividend since 1994.

Outlook

Mr. Roycraft concluded, “As we begin to think about 2023, we look forward to further executing our strategic plan to drive increased efficiencies across the entire organization and to maximize shareholder value. Towards that end, our recent corporate actions, including the Firebird/Phoenix acquisition, the repurchase of approximately 1.4 million KSA-related shares, and the new planned pipeline connection have set the Company up for a strong 2023. Additionally, with our new and expanded credit agreement that we entered into in October, we continue to have a strong financial position, which currently includes available debt capacity of $60 million under the new credit agreement. As in the past, we will continue to leverage our significant operational expertise and financial flexibility to execute on accretive acquisition opportunities designed to prudently grow our business. Finally, we remain focused on providing significant long-term value for our shareholders, demonstrated by the regular return on capital through our consistent payment of quarterly cash dividends.”

Use of Non-GAAP Financial Measures

This press release and accompanying schedules includes the non-GAAP financial measures of adjusted cash flow, adjusted net earnings and adjusted earnings per common share. The accompanying schedules provide definitions of these non-GAAP financial measures and reconciliations to their most directly comparable financial measures calculated and presented in accordance with GAAP. 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. Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, net cash flow provided by operating activities, earnings per share or any other

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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.

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. 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, 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

Investor Relations Contact

Gary Guyton or Steven Hooser

Three Part Advisors

(214) 442-0016

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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,
	2022		2021		2022		2021
Revenues:
Marketing	$	814,394	$	543,228	$	2,524,465	$	1,310,343
Transportation	29,830		24,826		86,054		69,558
Pipeline and storage	—		127		—		515
Logistics and repurposing	8,677		—		8,677		—
Total revenues	852,901		568,181		2,619,196		1,380,416
Costs and expenses:
Marketing	807,316		537,362		2,498,474		1,285,650
Transportation	23,732		19,605		68,271		56,143
Pipeline and storage	640		562		1,799		1,594
Logistics and repurposing	7,582		—		7,582		—
General and administrative	4,630		3,502		12,860		9,839
Depreciation and amortization	6,008		4,849		16,109		14,703
Total costs and expenses	849,908		565,880		2,605,095		1,367,929
Operating earnings	2,993		2,301		14,101		12,487
Other income (expense):
Interest and other income	338		37		665		233
Interest expense	(119)		(178)		(369)		(602)
Total other (expense) income, net	219		(141)		296		(369)
Earnings before income taxes	3,212		2,160		14,397		12,118
Income tax provision	(1,022)		(614)		(3,641)		(3,055)
Net earnings	$	2,190	$	1,546	$	10,756	$	9,063
Earnings per share:
Basic net earnings per common share	$	0.50	$	0.36	$	2.46	$	2.13
Diluted net earnings per common share	$	0.50	$	0.36	$	2.44	$	2.12
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,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	86,510	$	97,825
Restricted cash	7,404		9,492
Accounts receivable, net of allowance for doubtful accounts	198,790		137,789
Accounts receivable – related party	5		2
Inventory	29,844		18,942
Derivative assets	2,036		347
Income tax receivable	—		6,424
Prepayments and other current assets	2,058		2,389
Total current assets	326,647		273,210
Property and equipment, net	107,991		88,036
Operating lease right-of-use assets, net	7,906		7,113
Intangible assets, net	10,379		3,317
Goodwill	5,755		—
Other assets	3,445		3,027
Total assets	$	462,123	$	374,703
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	217,123	$	168,224
Accounts payable – related party	20		—
Derivative liabilities	129		324
Current portion of finance lease obligations	4,263		3,663
Current portion of operating lease liabilities	2,724		2,178
Other current liabilities	20,972		11,622
Total current liabilities	245,231		186,011
Other long-term liabilities:
Long-term debt	15,000		—
Asset retirement obligations	2,474		2,376
Finance lease obligations	9,934		9,672
Operating lease liabilities	5,179		4,938
Deferred taxes and other liabilities	15,054		11,320
Total liabilities	292,872		214,317
Commitments and contingencies
Shareholders’ equity	169,251		160,386
Total liabilities and shareholders’ equity	$	462,123	$	374,703

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended
	September 30,
	2022		2021
Operating activities:
Net earnings	$	10,756	$	9,063
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization	16,109		14,703
Gains on sales of property	(1,709)		(532)
Provision for doubtful accounts	(20)		(3)
Stock-based compensation expense	712		641
Deferred income taxes	(1,761)		(1,664)
Net change in fair value contracts	(1,884)		(32)
Changes in assets and liabilities:
Accounts receivable	(56,060)		(30,367)
Accounts receivable/payable, affiliates	17		(5)
Inventories	(10,259)		(5,026)
Income tax receivable	6,424		7,099
Prepayments and other current assets	468		1,455
Accounts payable	46,925		68,766
Accrued liabilities	6,489		770
Other	(375)		(636)
Net cash provided by operating activities	15,832		64,232
Investing activities:
Property and equipment additions	(6,797)		(9,929)
Acquisition of Firebird and Phoenix, net of cash acquired	(33,590)		—
Proceeds from property sales	2,209		1,886
Insurance and state collateral refunds	331		—
Net cash used in investing activities	(37,847)		(8,043)
Financing activities:
Borrowings under Credit Agreement	45,000		8,000
Repayments under Credit Agreement	(30,000)		—
Principal repayments of finance lease obligations	(3,491)		(3,240)
Payment for financed portion of VEX acquisition	—		(10,000)
Net proceeds from sale of equity	283		2,504
Dividends paid on common stock	(3,180)		(3,096)
Net cash provided by (used in) financing activities	8,612		(5,832)
(Decrease) Increase in cash and cash equivalents, including restricted cash	(13,403)		50,357
Cash and cash equivalents, including restricted cash, at beginning of period	107,317		52,065
Cash and cash equivalents, including restricted cash, at end of period	$	93,914	$	102,422

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATIONS

(In thousands, except per share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Reconciliation of Adjusted Cash Flow to Net Earnings:
Net earnings	$	2,190	$	1,546	$	10,756	$	9,063
Add (subtract):
Income tax provision	1,022		614		3,641		3,055
Depreciation and amortization	6,008		4,849		16,109		14,703
Gains on sales of property	(771)		(267)		(1,709)		(532)
Stock-based compensation expense	254		224		712		641
Inventory liquidation gains	—		—		(2,062)		(10,282)
Inventory valuation losses	5,122		311		—		—
Net change in fair value contracts	(1,254)		(7)		(1,884)		(32)
Adjusted cash flow	$	12,571	$	7,270	$	25,563	$	16,616

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Adjusted net earnings and earnings
per common share (Non-GAAP):
Net earnings	$	2,190	$	1,546	$	10,756	$	9,063
Add (subtract):
Gains on sales of property	(771)		(267)		(1,709)		(532)
Stock-based compensation expense	254		224		712		641
Net change in fair value contracts	(1,254)		(7)		(1,884)		(32)
Inventory liquidation gains	—		—		(2,062)		(10,282)
Inventory valuation losses	5,122		311		—		—
Tax effect of adjustments to earnings (losses)	(835)		(55)		907		2,142
Adjusted net earnings	$	4,706	$	1,752	$	6,720	$	1,000
Adjusted earnings per common share	$	1.06	$	0.41	$	1.53	$	0.23

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATIONS

(In thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Reconciliation of Adjusted Cash Flow to Net Cash    Provided by Operating Activities:
Net cash provided by operating activities	$	40,010	$	12,125	$	15,832	$	64,232
Add (subtract):
Income tax provision	1,022		614		3,641		3,055
Deferred income taxes	1,429		28		1,761		1,664
Provision for doubtful accounts	12		1		20		3
Inventory liquidation gains	—		—		(2,062)		(10,282)
Inventory valuation losses	5,122		311		—		—
Changes in assets and liabilities	(35,024)		(5,809)		6,371		(42,056)
Adjusted cash flow	$	12,571	$	7,270	$	25,563	$	16,616

###

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XML

Cover Page	Nov. 10, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 10, 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	false