SEC Form 10-Q filed by Adams Resources & Energy Inc.

8/7/24 5:20:14 PM ET

$AE

Oil Refining/Marketing

Energy

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___.

Commission file number: 1-07908

ADAMS RESOURCES & ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						74-1753147
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


17 South Briar Hollow Lane, Suite 100 Houston, Texas 77027
(Address of Principal Executive Offices, including Zip Code)

(713) 881-3600

(Registrant’s Telephone Number, including Area Code)

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

NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

A total of 2,567,700 shares of Common Stock were outstanding at August 1, 2024.

Table of Contents

ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Unaudited Condensed Consolidated Balance Sheets	2
	Unaudited Condensed Consolidated Statements of Operations	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	39
Item 4.	Controls and Procedures.	39

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	39
Item 1A.	Risk Factors.	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	40
Item 3.	Defaults Upon Senior Securities.	40
Item 4.	Mine Safety Disclosures.	40
Item 5.	Other Information.	40
Item 6.	Exhibits.	41

Signatures		42

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	June 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	38,512	$	33,256
Restricted cash	11,124		11,990
Accounts receivable, net of allowance for credit
losses of $42 and $117, respectively	171,735		164,295

Inventory	19,895		19,827

Income tax receivable	109		—
Prepayments and other current assets	3,328		3,103
Total current assets	244,703		232,471
Property and equipment, net	100,426		105,065
Operating lease right-of-use assets, net	4,702		5,832
Intangible assets, net	7,144		7,985
Goodwill	6,673		6,673
Other assets	3,061		3,308
Total assets	$	366,709	$	361,334

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	203,833	$	183,102


Current portion of finance lease obligations	6,075		6,206
Current portion of operating lease liabilities	2,096		2,829
Current portion of long-term debt	2,500		2,500
Other current liabilities	16,484		16,150
Total current liabilities	230,988		210,787
Other long-term liabilities:
Long-term debt	13,125		19,375
Asset retirement obligations	2,545		2,514
Finance lease obligations	16,567		19,685
Operating lease liabilities	2,617		3,006
Deferred taxes and other liabilities	11,637		13,251
Total liabilities	277,479		268,618

Commitments and contingencies (Note 14)

Shareholders’ equity:
Preferred stock – $1.00 par value, 960,000 shares
authorized, none outstanding	—		—
Common stock – $0.10 par value, 7,500,000 shares
authorized, 2,567,700 and 2,547,154 shares outstanding, respectively	255		253
Contributed capital	22,330		21,802
Retained earnings	66,645		70,661
Total shareholders’ equity	89,230		92,716
Total liabilities and shareholders’ equity	$	366,709	$	361,334

See Notes to Unaudited Condensed Consolidated Financial Statements.

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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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenues:
Marketing	$	682,825	$	585,272	$	1,306,649	$	1,193,748
Transportation	22,756		24,452		45,987		50,897
Pipeline and storage	20		249		24		249
Logistics and repurposing	12,892		14,793		26,883		30,034
Total revenues	718,493		624,766		1,379,543		1,274,928

Costs and expenses:
Marketing	675,809		579,753		1,291,400		1,184,247
Transportation	19,356		20,260		39,506		42,673
Pipeline and storage	942		753		1,639		1,691
Logistics and repurposing	14,187		13,202		28,024		26,327
General and administrative	4,454		1,715		9,235		6,487
Depreciation and amortization	6,180		7,303		12,535		14,353
Total costs and expenses	720,928		622,986		1,382,339		1,275,778

Operating (losses) earnings	(2,435)		1,780		(2,796)		(850)

Other income (expense):
Interest and other income	573		570		1,134		774
Interest expense	(671)		(802)		(1,464)		(1,498)
Total other income (expense), net	(98)		(232)		(330)		(724)

(Losses) Earnings before income taxes	(2,533)		1,548		(3,126)		(1,574)
Income tax benefit (provision)	304		(721)		399		402

Net (losses) earnings	$	(2,229)	$	827	$	(2,727)	$	(1,172)

(Losses) Earnings per share:
Basic net (losses) earnings per common share	$	(0.87)	$	0.33	$	(1.06)	$	(0.46)
Diluted net (losses) earnings per common share	$	(0.87)	$	0.32	$	(1.06)	$	(0.46)


Dividends per common share	$	0.24	$	0.24	$	0.48	$	0.48

See Notes to Unaudited Condensed Consolidated Financial Statements.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended
	June 30,
	2024		2023
Operating activities:
Net losses	$	(2,727)	$	(1,172)
Adjustments to reconcile net losses to net cash provided by
(used in) operating activities:
Depreciation and amortization	12,535		14,353
Gains on sales of property	(855)		(766)
Provision for credit losses	(75)		(10)
Stock-based compensation expense	758		655
Change in contingent consideration liability	—		(2,566)
Deferred income taxes	(1,623)		(770)
Net change in fair value contracts	—		(300)
Changes in assets and liabilities:
Accounts receivable	(7,365)		30,616
Accounts receivable/payable, affiliates	—		(31)
Inventories	(68)		396
Income tax receivable	(109)		(469)
Prepayments and other current assets	(225)		510
Accounts payable	20,672		(41,606)
Accrued liabilities	393		(2,564)
Other	67		116
Net cash provided by (used in) operating activities	21,378		(3,608)

Investing activities:
Property and equipment additions	(8,510)		(5,908)

Proceeds from property sales	2,310		1,444

Net cash used in investing activities	(6,200)		(4,464)

Financing activities:
Borrowings under Credit Agreement	—		38,000
Repayments under Credit Agreement	(6,250)		(39,250)
Principal repayments of finance lease obligations	(3,249)		(3,247)

Net proceeds from sale of equity	—		549
Dividends paid on common stock	(1,289)		(1,289)
Net cash used in financing activities	(10,788)		(5,237)

Increase (Decrease) in cash and cash equivalents, including restricted cash	4,390		(13,309)
Cash and cash equivalents, including restricted cash, at beginning of period	45,246		31,067
Cash and cash equivalents, including restricted cash, at end of period	$	49,636	$	17,758

See Notes to Unaudited Condensed Consolidated Financial Statements.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)


							Total
	Common		Contributed		Retained		Shareholders’
	Stock		Capital		Earnings		Equity

Balance, January 1, 2024	$	253	$	21,802	$	70,661	$	92,716
Net losses	—		—		(498)		(498)
Stock-based compensation expense	—		307		—		307
Vesting of restricted awards	3		(3)		—		—
Cancellation of shares withheld to cover
taxes upon vesting of restricted awards	(1)		(227)		—		(228)


Dividends declared:
Common stock, $0.24/share	—		—		(615)		(615)
Awards under LTIP, $0.24/share	—		—		(28)		(28)
Balance, March 31, 2024	255		21,879		69,520		91,654
Net losses	—		—		(2,229)		(2,229)
Stock-based compensation expense	—		451		—		451




Dividends declared:
Common stock, $0.24/share	—		—		(615)		(615)
Awards under LTIP, $0.24/share	—		—		(31)		(31)
Balance, June 30, 2024	$	255	$	22,330	$	66,645	$	89,230


							Total
	Common		Contributed		Retained		Shareholders’
	Stock		Capital		Earnings		Equity

Balance, January 1, 2023	$	248	$	19,965	$	72,964	$	93,177
Net losses	—		—		(1,999)		(1,999)
Stock-based compensation expense	—		283		—		283
Vesting of restricted awards	3		(3)		—		—
Cancellation of shares withheld to cover
taxes upon vesting of restricted awards	—		(222)		—		(222)
Shares sold under at-the-market offering
program	1		548		—		549
Dividends declared:
Common stock, $0.24/share	—		—		(608)		(608)
Awards under LTIP, $0.24/share	—		—		(25)		(25)
Balance, March 31, 2023	252		20,571		70,332		91,155
Net earnings	—		—		827		827
Stock-based compensation expense	—		372		—		372





Dividends declared:
Common stock, $0.24/share	—		—		(608)		(608)
Awards under LTIP, $0.24/share	—		—		(25)		(25)
Balance, June 30, 2023	$	252	$	20,943	$	70,526	$	91,721

See Notes to Unaudited Condensed Consolidated Financial Statements.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Organization

Adams Resources & Energy, Inc. is a publicly traded Delaware corporation organized in 1973, the common shares of which are listed on the NYSE American LLC under the ticker symbol “AE”. Through our subsidiaries, we are primarily engaged in crude oil marketing, truck and pipeline transportation of crude oil, and terminalling and storage in various crude oil and natural gas basins in the lower 48 states of the United States (“U.S.”). In addition, we conduct tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk primarily in the lower 48 states of the U.S. with deliveries into Canada and Mexico, and with sixteen terminals across the U.S. We also recycle and repurpose off-specification fuels, lubricants, crude oil and other chemicals from producers in the U.S. Unless the context requires otherwise, references to “we,” “us,” “our,” “Adams” or the “Company” are intended to mean the business and operations of Adams Resources & Energy, Inc. and its consolidated subsidiaries.

We operate and report in four business segments: (i) crude oil marketing, transportation and storage; (ii) tank truck transportation of liquid chemicals, pressurized gases, asphalt and dry bulk; (iii) pipeline transportation, terminalling and storage of crude oil; and (iv) 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. See Note 7 for further information regarding our business segments.

Basis of Presentation

Our results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results expected for the full year of 2024. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals necessary for fair presentation. The condensed consolidated financial statements and the accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) filed with the SEC on March 13, 2024. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of our financial statements in conformity with GAAP requires management to use estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and on various other assumptions and information we believe to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. While we believe the estimates and assumptions used in the preparation of these condensed consolidated financial statements are appropriate, actual results could differ from those estimates.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported in the unaudited condensed consolidated balance sheets that totals to the amounts shown in the unaudited condensed consolidated statements of cash flows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023

Cash and cash equivalents	$	38,512	$	33,256
Restricted cash:
Collateral for outstanding letters of credit (1)	112		111
Captive insurance subsidiary (2)	11,012		11,879
Total cash, cash equivalents and restricted cash shown in the
unaudited condensed consolidated statements of cash flows	$	49,636	$	45,246

_____________

(1)Represents amounts that are held in a segregated bank account by Wells Fargo Bank as collateral for an outstanding letter of credit.

(2)$1.5 million of the restricted cash balance relates to the initial capitalization of our captive insurance company formed in late 2020, and the remainder primarily represents cash amounts held by our captive insurance company for insurance premiums.

Common Shares Outstanding

The following table reconciles our outstanding common stock for the periods indicated:


						Common
						shares

Balance, January 1, 2024						2,547,154
Vesting of restricted stock unit awards (see Note 11)						19,334
Vesting of performance share unit awards (see Note 11)						6,318
Shares withheld to cover taxes upon vesting of equity awards						(6,157)

Balance, March 31, 2024						2,566,649

Vesting of restricted stock unit awards (see Note 11)						924
Vesting of performance share unit awards (see Note 11)						127


Balance, June 30, 2024						2,567,700

Earnings Per Share

Basic earnings per share is computed by dividing our net earnings (losses) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potential common shares outstanding, including shares related to unvested restricted stock unit awards. Unvested restricted stock unit awards granted under the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan, as amended and restated (“2018 LTIP”), or granted as employment inducement awards outside of the 2018 LTIP, are not considered to be participating securities as the holders of these shares do not have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares (see Note 11 for further discussion).

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the calculation of basic and diluted (losses) earnings per share was as follows for the periods indicated (in thousands, except per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
(Losses) Earnings per share — numerator:
Net (losses) earnings	$	(2,229)	$	827	$	(2,727)	$	(1,172)

Denominator:
Basic weighted average number of shares outstanding	2,567		2,535		2,561		2,526

Basic net (losses) earnings per share	$	(0.87)	$	0.33	$	(1.06)	$	(0.46)

Diluted (losses) earnings per share:
Diluted weighted average number of shares outstanding:
Common shares	2,567		2,535		2,561		2,526
Restricted stock unit awards (1)	—		14		—		—
Performance share unit awards (1) (2)	—		12		—		—
Total diluted shares	2,567		2,561		2,561		2,526

Diluted net (losses) earnings per share	$	(0.87)	$	0.32	$	(1.06)	$	(0.46)

_______________

(1)For the three and six months ended June 30, 2024 and for the six months ended June 30, 2023, the effect of the restricted stock unit awards and the performance share unit awards on losses per share was anti-dilutive.

(2)The dilutive effect of performance share awards is included in the calculation of diluted earnings per share when the performance share award performance conditions have been achieved.

Fair Value Measurements

The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities are recorded at fair value based on market quotations from actively traded liquid markets. The fair value of the term loan under our credit agreement (see Note 10 for further information) is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt.

A three-tier hierarchy has been established that classifies fair value amounts recognized in the financial statements based on the observability of inputs used to estimate these fair values. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, we categorize our financial assets and liabilities using this hierarchy.

Fair value contracts consist of derivative financial instruments and are recorded as either an asset or liability measured at its fair value. Changes in fair value are recognized immediately in earnings unless the derivatives qualify for, and we elect, cash flow hedge accounting. We had no contracts designated for hedge accounting outstanding during any current reporting periods.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of these items and their respective tax basis.

In accordance with U.S. GAAP for interim reporting, we have historically estimated our full-year effective tax rate and applied this rate to ordinary income or loss for the reporting period. We have determined that since small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate, this historical method would not provide reliable results for the three months ended June 30, 2024. Therefore, a discrete year-to-date method of reporting was used for the three months ended June 30, 2024. We will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted.

Inventory

Inventory consists of crude oil held in storage tanks and at third-party pipelines as part of our crude oil marketing and pipeline and storage operations. Crude oil inventory is carried at the lower of cost or net realizable value. At the end of each reporting period, we assess the carrying value of our inventory and make adjustments necessary to reduce the carrying value to the applicable net realizable value. Any resulting adjustments are a component of marketing costs and expenses or pipeline and storage costs and expenses on our unaudited condensed consolidated statements of operations.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for additions, improvements and other enhancements to property and equipment are capitalized, and minor replacements, maintenance and repairs that do not extend asset life or add value are charged to expense as incurred. When property and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations in operating costs and expenses for the respective period. Property and equipment, except for land, is depreciated using the straight-line method over the estimated average useful lives ranging from two to thirty-nine years.

We review our long-lived assets for impairment whenever there is evidence that the carrying value of these assets may not be recoverable. Any impairment recognized is permanent and may not be restored. Property and equipment is reviewed at the lowest level of identifiable cash flows. For property and equipment requiring impairment, the fair value is estimated based on an internal discounted cash flow model of future cash flows.

See Note 5 for additional information regarding our property and equipment.

Stock-Based Compensation

We measure all share-based payment awards, including the issuance of restricted stock unit awards and performance share unit awards to employees and board members, using a fair-value based method. The cost of services received from employees and non-employee board members in exchange for awards of equity instruments is recognized in the condensed consolidated statements of operations based on the estimated fair value of those awards on the grant date and is amortized on a straight-line basis over the requisite service period. The fair value of restricted stock unit awards and performance share unit awards is based on the closing price of our common stock on the grant date. We account for forfeitures as they occur. See Note 11 for additional information regarding our 2018 LTIP.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Revenue Recognition

Revenue Disaggregation

The following table disaggregates our revenue by segment and by major source for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Crude oil marketing:
Revenue from contracts with customers:
Goods transferred at a point in time	$	665,865	$	580,636	$	1,277,807	$	1,168,725
Services transferred over time	6		292		31		336
Total revenues from contracts with customers	665,871		580,928		1,277,838		1,169,061
Other (1)	16,954		4,344		28,811		24,687
Total crude oil marketing revenue	$	682,825	$	585,272	$	1,306,649	$	1,193,748

Transportation:
Revenue from contracts with customers:
Goods transferred at a point in time	$	—	$	—	$	—	$	—
Services transferred over time	22,756		24,452		45,987		50,897
Total revenues from contracts with customers	22,756		24,452		45,987		50,897
Other	—		—		—		—
Total transportation revenue	$	22,756	$	24,452	$	45,987	$	50,897

Pipeline and storage: (2)
Revenue from contracts with customers:
Goods transferred at a point in time	$	—	$	—	$	—	$	—
Services transferred over time	20		249		24		249
Total revenues from contracts with customers	20		249		24		249
Other	—		—		—		—
Total pipeline and storage revenue	$	20	$	249	$	24	$	249

Logistics and repurposing:
Revenue from contracts with customers:
Goods transferred at a point in time	$	6,626	$	9,009	$	13,183	$	17,163
Services transferred over time	6,266		5,784		13,700		12,871
Total revenues from contracts with customers	12,892		14,793		26,883		30,034
Other	—		—		—		—
Total logistics and repurposing revenue	$	12,892	$	14,793	$	26,883	$	30,034

Subtotal:
Total revenues from contracts with customers	$	701,539	$	620,422	$	1,350,732	$	1,250,241
Total other (1)	16,954		4,344		28,811		24,687
Total consolidated revenues	$	718,493	$	624,766	$	1,379,543	$	1,274,928

________________________

(1)Other crude oil marketing revenues are recognized under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and ASC 845, Nonmonetary Transactions – Purchases and Sales of Inventory with the Same Counterparty.

(2)Substantially all pipeline and storage revenue earned during the three and six months ended June 30, 2024 and 2023, was from an affiliated shipper, GulfMark Energy, Inc. (“GulfMark”), our subsidiary, and eliminated in consolidation.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Crude Oil Marketing Revenue

Certain of the commodity purchase and sale contracts utilized by our crude oil marketing business qualify as derivative instruments with certain specifically identified contracts also designated as trading activity. From the time of contract origination, these contracts are marked-to-market and recorded on a net revenue basis in the accompanying unaudited condensed consolidated financial statements.

Certain of our crude oil contracts may be with a single counterparty to provide for similar quantities of crude oil to be bought and sold at different locations. These contracts are entered into for a variety of reasons, including effecting the transportation of the commodity, to minimize credit exposure, and/or to meet the competitive demands of the customer. These buy/sell arrangements are reflected on a net revenue basis in the accompanying unaudited condensed consolidated financial statements.

Reporting these crude oil contracts on a gross revenue basis would increase our reported revenues as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Revenue gross-up	$	61,988	$	240,969	$	122,158	$	527,671

Note 4. Prepayments and Other Current Assets

The components of prepayments and other current assets were as follows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023

Insurance premiums	$	770	$	798

Rents, licenses and other	2,558		2,305
Total prepayments and other current assets	$	3,328	$	3,103

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Note 5. Property and Equipment

The historical costs of our property and equipment and related accumulated depreciation and amortization balances were as follows at the dates indicated (in thousands):


	Estimated
	Useful Life	June 30,		December 31,
	in Years	2024		2023

Tractors and trailers	5 – 6	$	117,721	$	119,265
Field equipment	2 – 5	25,094		25,024
Finance lease ROU assets (1)	3 – 6	35,039		35,724
Pipeline and related facilities	20 – 25	20,522		20,397
Linefill and base gas (2)	N/A	3,960		3,922
Buildings	5 – 39	17,066		17,089
Office equipment	2 – 5	3,000		3,000
Land	N/A	4,163		4,163
Construction in progress	N/A	4,508		3,385
Total		231,073		231,969
Less accumulated depreciation and amortization		(130,647)		(126,904)
Property and equipment, net		$	100,426	$	105,065

_______________

(1)Our finance lease right-of-use (“ROU)” assets arise from leasing arrangements for the right to use various classes of underlying assets including tractors, trailers and a tank storage and throughput arrangement (see Note 13 for further information). Accumulated amortization of the assets presented as “Finance lease ROU assets” was $13.9 million and $11.0 million at June 30, 2024 and December 31, 2023, respectively.

(2)Linefill and base gas represents crude oil in the VEX pipeline and storage tanks we own, and the crude oil is recorded at historical cost.

Components of depreciation and amortization expense were as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Depreciation and amortization, excluding amounts under finance leases	$	3,967	$	4,913	$	8,026	$	9,737
Amortization of property and equipment under finance leases	1,794		1,933		3,668		3,708
Amortization of intangible assets	419		457		841		908
Total depreciation and amortization	$	6,180	$	7,303	$	12,535	$	14,353

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Note 6. Other Assets

Components of other assets were as follows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023

Insurance collateral deposits	$	605	$	605
State collateral deposits	23		23
Materials and supplies	970		1,050
Debt issuance costs	1,091		1,259
Other	372		371
Total other assets	$	3,061	$	3,308

We have established certain deposits to support participation in our liability insurance program and remittance of state crude oil severance taxes and other state collateral deposits. Insurance collateral deposits are held by the insurance company to cover past or potential open claims based upon a percentage of the expected losses under the insurance programs. Insurance collateral deposits are invested at the discretion of our insurance carrier.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Segment Reporting

Financial information by reporting segment was as follows for the periods indicated (in thousands):


	Reporting Segments
	Crude oil marketing		Trans-portation		Pipeline and storage		Logistics and repurposing		Other		Total

Three Months Ended June 30, 2024

Segment revenues (1)	$	682,833	$	22,805	$	1,256	$	14,088	$	—	$	720,982
Less: Intersegment revenues (1)	(8)		(49)		(1,236)		(1,196)		—		(2,489)
Revenues	$	682,825	$	22,756	$	20	$	12,892	$	—	$	718,493

Segment operating earnings (losses) (2)	5,561		637		(1,188)		(2,991)		—		2,019
Depreciation and amortization	1,455		2,763		266		1,696		—		6,180
Property and equipment additions (3)	676		(12)		111		1,583		—		2,358

Three Months Ended June 30, 2023

Segment revenues (1)	$	585,272	$	24,576	$	894	$	15,780	$	—	$	626,522
Less: Intersegment revenues (1)	—		(124)		(645)		(987)		—		(1,756)
Revenues	$	585,272	$	24,452	$	249	$	14,793	$	—	$	624,766

Segment operating earnings (losses) (2)	3,351		1,056		(779)		(133)		—		3,495
Depreciation and amortization	2,168		3,136		275		1,724		—		7,303
Property and equipment additions (3)(4)	394		1,171		270		2,088		85		4,008

Six Months Ended June 30, 2024
Segment revenues (2)	$	1,306,659	$	46,096	$	2,182	$	29,182	$	—	$	1,384,119
Less: Intersegment revenues (2)	(10)		(109)		(2,158)		(2,299)		—		(4,576)
Revenues	$	1,306,649	$	45,987	$	24	$	26,883	$	—	$	1,379,543

Segment operating earnings (losses) (3)	12,215		850		(2,151)		(4,475)		—		6,439
Depreciation and amortization	3,034		5,631		536		3,334		—		12,535
Property and equipment additions (4) (5)	3,620		2,911		196		1,783		—		8,510

Six Months Ended June 30, 2023
Segment revenues (2)	$	1,193,748	$	51,106	$	1,703	$	32,527	$	—	$	1,279,084
Less: Intersegment revenues (2)	—		(209)		(1,454)		(2,493)		—		(4,156)
Revenues	$	1,193,748	$	50,897	$	249	$	30,034	$	—	$	1,274,928

Segment operating earnings (losses) (3)	5,258		1,957		(1,980)		402		—		5,637
Depreciation and amortization	4,243		6,267		538		3,305		—		14,353
Property and equipment additions (4)	669		1,338		1,241		2,548		112		5,908

_______________

(1)Segment revenues include intersegment amounts that are eliminated due to consolidation in operating costs and expenses in our unaudited condensed consolidated statements of operations. Intersegment activities are

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conducted at posted tariff rates where applicable, or otherwise at rates similar to those charged to third parties or rates that we believe approximate market at the time the agreement is executed.

(2)Our crude oil marketing segment’s operating earnings included inventory valuation losses of $0.5 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024 and 2023, our crude oil marketing segment’s operating earnings included inventory liquidation gains of $1.3 million and inventory valuation losses of $2.0 million, respectively.

(3)Our segment property and equipment additions do not include assets acquired under finance leases during the three and six months ended June 30, 2024 and 2023. See Note 13 for further information.

(4)Amounts included in property and equipment additions for Other are additions for computer and other office equipment and a company vehicle at our corporate headquarters, which were not attributed or allocated to any of our reporting segments.

Segment operating earnings reflect revenues net of operating costs and depreciation and amortization expense and are reconciled to (losses) earnings before income taxes, as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Segment operating earnings	$	2,019	$	3,495	$	6,439	$	5,637
General and administrative	(4,454)		(1,715)		(9,235)		(6,487)
Operating (losses) earnings	(2,435)		1,780		(2,796)		(850)
Interest and other income	573		570		1,134		774
Interest expense	(671)		(802)		(1,464)		(1,498)
(Losses) earnings before income taxes	$	(2,533)	$	1,548	$	(3,126)	$	(1,574)

Identifiable assets by business segment were as follows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023

Reporting segment:
Crude oil marketing	$	190,696	$	185,285
Transportation	54,798		57,653
Pipeline and storage	25,142		25,027
Logistics and repurposing	41,679		43,258
Cash and other (1)	54,394		50,111
Total assets	$	366,709	$	361,334

_______________

(1)Other identifiable assets are primarily corporate cash, corporate accounts receivable, properties and operating lease right-of-use assets not identified with any specific segment of our business.

Accounting policies for transactions between reportable segments are consistent with applicable accounting policies as disclosed herein.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Transactions with Affiliates

We enter into certain transactions in the normal course of business with affiliated entities. Activities with affiliates were as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Crude oil purchases from affiliate (1)	$	5,693	$	3,184	$	9,144	$	4,578
Rentals paid to affiliates of Scott Bosard (2)	144		140		288		280
Billings to KSA and affiliates	—		4		—		9
Rentals paid to an affiliate of KSA	—		95		—		232
Payments to an affiliate of KSA for purchase of vehicles (3)	—		—		—		157

_______________

(1)From time to time, GulfMark purchases crude oil from Endeavor Natural Gas, L.P., of which a member of our Board of Directors is the Managing Partner.

(2)In connection with the acquisition of Firebird and Phoenix on August 12, 2022, we entered into four operating lease agreements for office and terminal locations with entities owned by Scott Bosard, one of the sellers, for periods ranging from two to five years.

(3)Amount paid to West Point Buick GMC was for the purchase of three pickup trucks during the six months ended June 30, 2023, and are net of trade-in values.

Affiliate transactions included direct cost reimbursement for shared phone and administrative services from KSA Industries, Inc. (“KSA”), an affiliated entity. We lease our corporate office space in a building that was operated by 17 South Briar Hollow Lane, LLC, an affiliate of KSA, prior to its December 2023 sale to an unaffiliated entity. In addition, we purchase pickup trucks from West Point Buick GMC, an affiliate of KSA. KSA was our largest shareholder until October 31, 2022, when we repurchased the common stock owned by it. An affiliate of KSA served on our Board of Directors through the date of our 2023 annual meeting, when he retired. As of May 31, 2023, KSA and its affiliates are no longer related parties. The table above consequently does not reflect any payments to or from KSA and its affiliates after that date.

Note 9. Other Current Liabilities

The components of other current liabilities were as follows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023

Accrual for payroll, benefits and bonuses	$	5,917	$	5,684
Accrued automobile and workers’ compensation claims	7,321		5,804
Accrued medical claims	1,145		997
Accrued taxes	810		2,453
Other	1,291		1,212
Total other current liabilities	$	16,484	$	16,150

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Note 10. Long-Term Debt

On October 27, 2022, we entered into a credit agreement (the “Credit Agreement”) with Cadence Bank, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement provides for (a) a revolving credit facility that allows for borrowings up to $60.0 million in aggregate principal amount from time to time (the “Revolving Credit Facility”) and (b) a Term Loan in aggregate principal amount of $25.0 million (the “Term Loan”). The Revolving Credit Facility matures on October 27, 2027 unless earlier terminated.

Pursuant to the terms of the Credit Agreement, we are required to maintain compliance with the following financial covenants as of the end of each fiscal quarter and on a pro forma basis, after giving effect to any borrowings: (i) the Consolidated Total Leverage Ratio shall not be greater than 2.50 to 1.00; (ii) the Asset Coverage Ratio shall not be less than 2.00 to 1.00; and (iii) the Consolidated Fixed Charge Coverage Ratio shall not be less than 1.25 to 1.00. Each of such ratios is calculated as outlined in the Credit Agreement and subject to certain exclusions and qualifications described therein.

On August 2, 2023, we entered into Amendment No. 1 (the “First Amendment”) to the Credit Agreement. The First Amendment (i) clarifies our ability to exclude crude oil inventory valuation losses (and, to the extent included in our consolidated net income, inventory liquidation gains) from the calculation of Consolidated EBITDA for purposes of the related financial covenants, (ii) provides for the exclusion of unusual and non-recurring losses and expenses from the calculation of Consolidated EBITDA, not to exceed 10.0 percent of Consolidated EBITDA for the period, and (iii) amends the definition of Consolidated Funded Indebtedness to include letters of credit and banker’s acceptances only to the extent such letters of credit or banker’s acceptances have been drawn, for purposes of the Consolidated Total Leverage Ratio calculation in the Credit Agreement. The First Amendment applies to our fiscal period ending June 30, 2023 and thereafter.

At June 30, 2024, we had $15.6 million outstanding under the Term Loan at a weighted average interest rate of 7.67 percent, and $10.0 million of letters of credit outstanding at a fee of 2.25 percent. No amounts were outstanding under the Revolving Credit Facility.

The following table presents the scheduled maturities of principal amounts of our debt obligations at June 30, 2024 for the next five years, and in total thereafter (in thousands):


Remainder of 2024	$	1,250
2025	2,500
2026	2,500
2027	9,375
Total debt maturities	$	15,625

At June 30, 2024, we were in compliance with all covenants under the Credit Agreement.

See Note 15 for information relating to a second amendment to the Credit Agreement.

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Note 11. Stock-Based Compensation Plan

We have in place a long-term incentive plan in which any employee or non-employee director who provides services to us is eligible to participate. The 2018 LTIP, which is overseen by the Compensation Committee of our Board of Directors, provides for the grant of various types of equity awards, of which restricted stock unit awards and performance-based compensation awards have been granted. In May 2022, our shareholders approved an amendment and restatement of the 2018 LTIP, in which the maximum number of shares authorized for issuance under the 2018 LTIP was increased by 150,000 shares to a total of 300,000 shares, and the term of the 2018 LTIP was extended through February 23, 2032. After giving effect to awards granted and forfeitures made under the 2018 LTIP and assuming the potential achievement of the maximum amounts of the performance factors through June 30, 2024, a total of 40,958 shares remained available for issuance.

Compensation expense recognized in connection with equity-based awards was as follows for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Compensation expense	$	451	$	372	$	758	$	655

At June 30, 2024 and December 31, 2023, we had $0.1 million and $0.1 million, respectively, of accrued dividend amounts for awards granted under the 2018 LTIP or as inducement awards.

Restricted Stock Unit Awards

The following table presents restricted stock unit award activity for the periods indicated:


		Weighted-
		Average Grant
	Number of	Date Fair Value
	Shares	per Share (1)

Restricted stock unit awards at January 1, 2024	58,587	$	41.16
Granted (2)	53,266	$	29.96
Vested	(20,258)	$	41.68
Forfeited	(2,667)	$	37.33
Restricted stock unit awards at June 30, 2024	88,928	$	34.45

_______________

(1)Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

(2)The aggregate grant date fair value of restricted stock unit awards issued during the first six months of 2024 was $1.6 million based on grant date market prices of our common shares ranging from $24.51 to $30.03 per share.

Unrecognized compensation cost associated with restricted stock unit awards was approximately $1.5 million at June 30, 2024. Due to the graded vesting provisions of these awards, we expect to recognize the remaining compensation cost for these awards over a weighted-average period of 1.6 years.

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Performance Share Unit Awards

The following table presents performance share unit award activity for the periods indicated:


		Weighted-
		Average Grant
	Number of	Date Fair Value
	Shares	per Share (1)

Performance share unit awards at January 1, 2024	17,424	$	31.03
Granted (2)	29,546	$	30.01

Vested	(6,445)	$	29.72
Forfeited	(293)	$	30.44
Performance share unit awards at June 30, 2024	40,232	$	30.50

_______________

(1)Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

(2)The aggregate grant date fair value of performance share unit awards issued during the first six months of 2024 was $0.9 million based on grant date market prices of our common shares ranging from $24.58 to $30.03 per share and assuming a performance factor of 100 percent.

Unrecognized compensation cost associated with performance share unit awards was approximately $0.9 million at June 30, 2024. We expect to recognize the remaining compensation cost for these awards over a weighted-average period of 2.5 years.

Note 12. Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):


	Six Months Ended
	June 30,
	2024		2023

Cash paid for interest	$	1,336	$	1,656
Cash paid for federal and state income taxes	2,848		2,467


Non-cash transactions:
Change in accounts payable related to property and equipment additions	—		52
Property and equipment acquired under finance leases	—		13,917

See Note 13 for information related to other non-cash transactions related to leases.

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Note 13. Leases

The following table provides the components of lease expense for the periods indicated (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Finance lease cost:
Amortization of ROU assets	$	1,794	$	1,933	$	3,668	$	3,707
Interest on lease liabilities	315		308		657		546
Operating lease cost	871		914		1,727		1,793
Short-term lease cost	3,489		3,440		6,964		7,138
Variable lease cost	36		6		57		11
Total lease expense	$	6,505	$	6,601	$	13,073	$	13,195

The following table provides supplemental cash flow and other information related to leases for the periods indicated (in thousands):


	Six Months Ended
	June 30,
	2024		2023
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases (1)	$	1,600	$	1,576
Operating cash flows from finance leases (1)	673		515
Financing cash flows from finance leases	3,249		3,247

ROU assets obtained in exchange for new lease liabilities:
Finance leases	—		13,917
Operating leases	364		501

______________

(1)Amounts are included in Other operating activities on the unaudited condensed consolidated statements of cash flows.

The following table provides the lease terms and discount rates for the periods indicated:


	Six Months Ended
	June 30,
	2024	2023
Weighted-average remaining lease term (years):
Finance leases	3.15	3.67
Operating leases	2.74	3.17

Weighted-average discount rate:
Finance leases	5.6%	5.0%
Operating leases	4.5%	4.1%

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The following table provides supplemental balance sheet information related to leases at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023
Assets
Finance lease ROU assets (1)	$	21,151	$	24,681
Operating lease ROU assets	4,702		5,832

Liabilities
Current
Finance lease liabilities	6,075		6,206
Operating lease liabilities	2,096		2,829
Noncurrent
Finance lease liabilities	16,567		19,685
Operating lease liabilities	2,617		3,006

______________

(1)Amounts are included in Property and equipment, net on the unaudited condensed consolidated balance sheets.

The following table provides maturities of undiscounted lease liabilities at June 30, 2024 (in thousands):


	Finance		Operating
	Lease		Lease

Remainder of 2024	$	3,684	$	1,522
2025	7,213		1,414
2026	5,588		1,156
2027	6,000		642
2028	2,785		219
Thereafter	—		19
Total lease payments	25,270		4,972
Less: Interest	(2,628)		(259)
Present value of lease liabilities	22,642		4,713
Less: Current portion of lease obligation	(6,075)		(2,096)
Total long-term lease obligation	$	16,567	$	2,617

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The following table provides maturities of undiscounted lease liabilities at December 31, 2023 (in thousands):


	Finance		Operating
	Lease		Lease

2024	$	7,463	$	3,009
2025	7,284		1,273
2026	5,615		1,047
2027	6,047		602
2028	2,789		219
Thereafter	—		18
Total lease payments	29,198		6,168
Less: Interest	(3,307)		(333)
Present value of lease liabilities	25,891		5,835
Less: Current portion of lease obligation	(6,206)		(2,829)
Total long-term lease obligation	$	19,685	$	3,006

Note 14. Commitments and Contingencies

Insurance

We have accrued liabilities for estimated workers’ compensation and other casualty claims incurred based upon claim reserves plus an estimate for loss development and incurred but not reported claims. We self-insure a significant portion of expected losses relating to workers’ compensation, general liability and automobile liability, with a self-insurance retention of $1.0 million. On October 1, 2023, the self-insurance retention was increased to $1.5 million for the auto policy. Insurance is purchased over our retention to reduce our exposure to catastrophic events. Estimates are recorded for potential and incurred outstanding liabilities for workers’ compensation, auto and general liability claims and claims that are incurred but not reported. Estimates are based on adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry that we believe are reliable. We have also engaged a third-party actuary to perform a review of our accrued liability for these claims as well as potential funded losses in our captive insurance company. Insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices and the selection of estimated loss among estimates derived using different methods. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs.

Since October 2020, we have elected to utilize a wholly owned insurance captive to insure the self-insured retention for our workers’ compensation, general liability and automobile liability insurance programs. All accrued liabilities associated with periods from October 2017 through current were transferred to the captive.

We maintain excess property and casualty programs with third-party insurers in an effort to limit the financial impact of significant events covered under these programs. Our operating subsidiaries pay premiums to both the excess and reinsurance carriers and our captive for the estimated losses based on an external actuarial analysis. These premiums held by our wholly owned captive are currently held in a restricted account, resulting in a transfer of risk from our operating subsidiaries to the captive.

We also maintain a self-insurance program for managing employee medical claims in excess of employee deductibles. As claims are paid, the liability is relieved. We also maintain third party insurance stop-loss coverage for individual medical claims exceeding a certain minimum threshold. In addition, we maintain $1.3 million of umbrella insurance coverage for annual aggregate medical claims exceeding approximately $11.3 million.

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Our accruals for automobile, workers’ compensation and medical claims were as follows at the dates indicated (in thousands):


	June 30,		December 31,
	2024		2023


Accrued automobile and workers’ compensation claims	$	7,321	$	5,804
Accrued medical claims	1,145		997

Litigation

From time to time as incidental to our operations, we may become involved in various lawsuits and/or disputes. As an operator of an extensive trucking fleet, we are a party to motor vehicle accidents, worker compensation claims and other items of general liability as would be typical for the industry. We are presently unaware of any claims against us that are either outside the scope of insurance coverage or that may exceed the level of insurance coverage and could potentially represent a material adverse effect on our financial position, results of operations or cash flows.

Note 15. Subsequent Event

On July 16, 2024, we entered into Amendment No. 2 (the “Second Amendment”) to the Credit Agreement. The Second Amendment amends and restates the definitions of the Consolidated Fixed Charge Coverage Ratio and Consolidated Fixed Charges in order (i) to remove the inclusion of Operating Lease Expenses paid in cash from both the numerator and denominator in the calculation of the Consolidated Fixed Charge Coverage Ratio, and (ii) to clarify that only Consolidated Interest Expense paid in cash is included in the denominator of the Consolidated Fixed Charge Coverage Ratio. These amendments apply to the financial covenant calculations for the period ending June 30, 2024 and thereafter.


	June 30, 2024			December 31, 2023
		Average			Average
	Barrels	Price		Barrels	Price

Crude oil inventory	244,871	$	79.80	267,731	$	72.35


			Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit Agreement (1)	$	18,583	$	3,611	$	6,647	$	8,325	$	—
Finance lease obligations (2)	25,270		7,159		11,621		6,490		—
Operating lease obligations (3)	4,972		2,241		2,295		436		—
Purchase obligations (4)	4,487		4,487		—		—		—
Total contractual obligations	$	53,312	$	17,498	$	20,563	$	15,251	$	—


Exhibit
Number						Exhibit

3.1						Certificate of Incorporation of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3.1 to Form 10-K for the fiscal year ended December 31, 2019).
3.2						Bylaws of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on May 6 , 202 4 ).
31.1*						Sarbanes-Oxley Section 302 certification of Executive Chairman pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Sarbanes-Oxley Section 302 certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Sarbanes-Oxley Section 906 certification of Executive Chairman pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Sarbanes-Oxley Section 906 certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL*						Inline XBRL Calculation Linkbase Document
101.DEF*						Inline XBRL Definition Linkbase Document
101.INS*						Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.LAB*						Inline XBRL Labels Linkbase Document
101.PRE*						Inline XBRL Presentation Linkbase Document
101.SCH*						Inline XBRL Schema Document
104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


			ADAMS RESOURCES & ENERGY, INC.
			(Registrant)



Date:	August 7, 2024	By:	/s/ Kevin J. Roycraft
			Kevin J. Roycraft
			Chief Executive Officer
			(Principal Executive Officer)

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

SEC Form 10-Q filed by Adams Resources & Energy Inc.

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