-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BDPhBvzyArm82czKDdH9+0rH0c1rznMB+wIb5fyALrK7tDmKsEeMFaFRsARYmnXq 8t/R+Q/IuGiRz/qlMdZ9HQ== 0000950129-03-004165.txt : 20030813 0000950129-03-004165.hdr.sgml : 20030813 20030813160920 ACCESSION NUMBER: 0000950129-03-004165 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS RESOURCES & ENERGY INC CENTRAL INDEX KEY: 0000002178 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 741753147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07908 FILM NUMBER: 03841418 BUSINESS ADDRESS: STREET 1: 6603 KIRBYVILLE STREET 2: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77033 BUSINESS PHONE: 7136400100 MAIL ADDRESS: STREET 1: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77001 FORMER COMPANY: FORMER CONFORMED NAME: ADA RESOURCES INC DATE OF NAME CHANGE: 19790620 10-Q 1 h08244e10vq.txt ADAMS RESOURCES & ENERGY, INC. - 6/30/2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2003 or [ ] 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 1-7908 ADAMS RESOURCES & ENERGY, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 74-1753147 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4400 Post Oak Pkwy Ste 2700, Houston, Texas 77027 --------------------------------------------------- (Address of principal executive office & Zip Code) Registrant's telephone number, including area code (713) 881-3600 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 [X] NO [ ] Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Act. YES [ ] NO [X] A total of 4,217,596 shares of Common Stock were outstanding at August 4, 2003. ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
Six Months Ended Three Months Ended June 30, June 30, --------------------------- ---------------------------- 2003 2002 2003 2002 ------------- ------------ ------------- ------------- REVENUES: Marketing........................................... $ 877,503 $ 851,839 $ 414,947 $ 482,232 Transportation...................................... 18,425 17,882 9,415 9,713 Oil and gas......................................... 4,329 1,903 2,605 1,044 ------------- ------------ ------------- ------------- 900,257 871,624 426,967 492,989 ------------- ------------ ------------- ------------- COSTS AND EXPENSES: Marketing........................................... 869,524 843,804 411,386 479,802 Transportation...................................... 16,267 15,845 8,256 8,529 Oil and gas......................................... 1,596 1,274 1,084 660 General and administrative.......................... 3,007 4,154 1,566 1,965 Depreciation, depletion and amortization............ 2,634 2,292 1,342 1,183 ------------- ------------ ------------- ------------- 893,028 867,369 423,634 492,139 ------------- ------------ ------------- ------------- Operating earnings..................................... 7,229 4,255 3,333 850 Other income (expense): Interest income .................................... 270 46 115 33 Interest expense.................................... (62) (57) (29) (6) ------------- ------------ ------------- ------------- Earnings from continuing operations before income taxes and cumulative effect of accounting change................................... 7,437 4,244 3,419 877 Income tax provision................................... 2,859 1,583 1,334 321 ------------- ------------ ------------- ------------- Earnings from continuing operations.................... 4,578 2,661 2,085 556 Loss from discontinued operation, net of tax benefit of $1,682, $926, $424 and $1, respectively................................... (2,708) (1,511) (655) (1) ------------- ----------- ------------- ------------- Earnings before cumulative effect of accounting change................................... 1,870 1,150 1,430 555 Cumulative effect of accounting change, net of tax of $57................................... (92) - - - ------------- ------------ ------------- ------------- Net earnings........................................... $ 1,778 $ 1,150 $ 1,430 $ 555 ============= ============ ============= ============= EARNINGS (LOSS) PER SHARE: From continuing operations.......................... $ 1.08 $ .63 $ .49 $ .13 From discontinued operation......................... (.64) (.36) (.15) - Cumulative effect of accounting change.............. (.02) - - - ------------- ------------ ------------- ------------- Basic and diluted net earnings per common share.................................. $ .42 $ .27 $ .34 $ .13 ============= ============ ============= ============= DIVIDENDS PER COMMON SHARE............................. $ - $ - $ - $ - ============= ============ ============= =============
The accompanying notes are an integral part of these financial statements. -2- ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
June 30, December 31, 2003 2002 ------------ --------------- ASSETS Current assets: Cash and cash equivalents................................... $ 33,890 $ 27,262 Accounts receivable, net.................................... 131,943 120,036 Inventories................................................. 7,018 5,645 Risk management receivables................................. 4,621 1,934 Income tax receivable....................................... 192 382 Prepayments................................................. 7,282 3,147 Current assets of discontinued operation.................... 9,786 20,994 ------------ --------------- Total current assets.......................... 194,732 179,400 ------------ --------------- Property and equipment........................................ 79,145 75,419 Less - accumulated depreciation, depletion and amortization........................... (55,329) (53,115) ------------- --------------- 23,816 22,304 ------------ --------------- Other assets.................................................. 416 416 ------------ --------------- $ 218,964 $ 202,120 ============ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable............................................ $ 151,834 $ 137,100 Risk management payables.................................... 3,762 2,004 Accrued and other liabilities............................... 4,135 3,950 Current liabilities of discontinued operation............... 2,736 5,030 ------------ --------------- Total current liabilities..................... 162,467 148,084 Long-term debt................................................ 11,475 11,475 Deferred taxes and other...................................... 3,144 2,461 ------------ --------------- 177,086 162,020 ------------ --------------- Commitments and contingencies (Note 7) Shareholders' equity: Preferred stock - $1.00 par value, 960,000 shares authorized, none outstanding............................ - - Common stock - $.10 par value, 7,500,000 shares authorized, 4,217,596 shares outstanding................ 422 422 Contributed capital......................................... 11,693 11,693 Retained earnings .......................................... 29,763 27,985 ------------ --------------- Total shareholders' equity ................... 41,878 40,100 ------------ --------------- $ 218,964 $ 202,120 ============ ===============
The accompanying notes are an integral part of these financial statements. -3- ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS)
Six Months Ended June 30, ---------------------- 2003 2002 -------- -------- CASH PROVIDED BY OPERATIONS: Earnings from continuing operations .................. $ 4,578 $ 2,661 Adjustments to reconcile net earnings to net cash provided by operating activities - Depreciation, depletion and amortization ........... 2,634 2,292 Risk management activities ......................... (929) 2,083 Gains on property sales ............................ (98) (269) Write-off of dry hole costs ........................ - 245 Other, net ......................................... 469 6 Changes in operating assets and liabilities - Decrease (increase) in accounts receivable, net .... (11,907) (17,627) Decrease (increase) in inventories ................. (1,373) 1,858 Decrease (increase) in income tax receivable ....... 190 552 Decrease (increase) in prepayments ................. (4,135) 4,702 Increase (decrease) in accounts payable ............ 14,734 667 Increase (decrease) in accrued and other liabilities 185 (716) -------- -------- Net cash provided by (used in) continuing operations ... 4,348 (3,546) Net cash provided by discontinued operation ............ 6,206 6,977 -------- -------- Net cash provided by operating activities .............. 10,554 3,431 -------- -------- INVESTING ACTIVITIES: Property and equipment additions ..................... (4,044) (1,499) Proceeds from property sales ......................... 118 280 -------- -------- Net cash used in investing activities .............. (3,926) (1,219) -------- -------- FINANCING ACTIVITIES: Repayment of debt .................................. - (1,000) -------- -------- Net cash used in financing activities .............. - (1,000) -------- -------- Increase in cash and cash equivalents .................. 6,628 1,212 Cash at beginning of period ............................ 27,262 14,177 -------- -------- Cash at end of period .................................. $ 33,890 $ 15,389 ======== ======== Supplemental disclosure of cash flow information: Interest paid during the period .................... $ 26 $ 88 ======== ======== Income taxes paid during the period ................ $ 811 $ 61 ======== ========
The accompanying notes are an integral part of these financial statements. -4- ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation The accompanying consolidated financial statements are unaudited but, in the opinion of the Company's management, include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of its financial position at June 30, 2003 and December 31, 2002 and its results of operations for the six months and three months ended June 30, 2003 and 2002 and its cash flows for the six months ended June 30, 2003 and 2002. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations. Although the Company believes the disclosures made are adequate to make the information presented not misleading, it is suggested that these consolidated financial statements be read in conjunction with the financial statements, and the notes thereto, included in the Company's latest annual report on Form 10-K. The interim statement of operations is not necessarily indicative of results to be expected for a full year. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Adams Resources & Energy, Inc., a Delaware corporation, and its wholly owned subsidiaries (the "Company") after elimination of all significant intercompany accounts and transactions. In addition, these statements include the Company's share of oil and gas joint interests using pro-rata consolidation and its interest in a 50% owned crude oil marketing joint venture using the equity method of accounting. See Note (5) of Notes to Unaudited Consolidated Financial Statements. Nature of Operations The Company is engaged in the business of crude oil, natural gas and petroleum products marketing, as well as tank truck transportation of liquid chemicals and oil and gas exploration and production. Its primary area of operation is within a 500-mile radius of Houston, Texas. Cash and Cash Equivalents Cash and cash equivalents include any treasury bill, commercial paper, money market fund or federal fund with maturity of 30 days or less. Included in the cash balance at June 30, 2003 and December 31, 2002 is a deposit of $2 million to collateralize the Company's month-to-month crude oil letter of credit facility. -5- Inventories Crude oil and petroleum product inventories are carried at the lower of cost or market. Petroleum products inventory includes gasoline, lubricating oils and other petroleum products purchased for resale and are valued at cost determined on the first-in, first-out basis, while crude oil inventory is valued at average cost. Materials and supplies are included in inventory at specific cost, with a valuation allowance provided if needed. Components of inventory are as follows (IN THOUSANDS):
June 30, December 31, 2003 2002 -------- ------------ Crude oil ............ $3,870 $3,062 Petroleum products ... 2,525 1,919 Materials and supplies 623 664 ------ ------ $7,018 $5,645 ====== ======
Property and Equipment Expenditures for major renewals and betterments are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Interest costs incurred in connection with major capital expenditures are capitalized and amortized over the lives of the related assets. When properties are retired or sold, the related cost and accumulated depreciation, depletion and amortization ("DD&A") is removed from the accounts and any gain or loss is reflected in earnings. Oil and gas exploration and development expenditures are accounted for in accordance with the successful efforts method of accounting. Direct costs of acquiring developed or undeveloped leasehold acreage, including lease bonus, brokerage and other fees, are capitalized. Exploratory drilling costs are initially capitalized until the properties are evaluated and determined to be either productive or nonproductive. If an exploratory well is determined to be nonproductive, the capitalized costs of drilling the well are charged to expense. Costs incurred to drill and complete development wells, including dry holes, are capitalized. Producing oil and gas leases, equipment and intangible drilling costs are depleted or amortized over the estimated recoverable reserves using the units-of-production method. Other property and equipment is depreciated using the straight-line method over the estimated average useful lives of three to twenty years for marketing, three to fifteen years for transportation and ten to twenty years for all others. The Company is required to periodically review long-lived assets for impairment whenever there is evidence that the carrying value of such assets may not be recoverable. This consists of comparing the carrying value of the asset with the asset's expected future undiscounted cash flows without interest costs. Estimates of expected future cash flows represent management's best estimate based on reasonable and supportable assumptions. Proved oil and gas properties are reviewed for impairment on a field-by-field basis. Any impairment recognized is permanent and may not be restored. -6- Revenue Recognition The Company's natural gas and crude oil marketing customers are invoiced based on contractually agreed upon terms on a monthly basis. Revenue is recognized in the month in which the physical product is delivered to the customer. Where required, the Company also recognizes fair value or mark-to-market gains and losses related to its natural gas and crude oil contracts. A detailed discussion of the Company's risk management activities is included later in this footnote. Customers of the Company's petroleum products marketing subsidiary are invoiced and revenue is recognized in the period when the customer physically takes possession and title to the product upon delivery at their facility. Transportation customers are invoiced, and the related revenue is recognized, as the service is provided. Oil and gas revenue from the Company's interests in producing wells is recognized as title and physical possession of the oil and gas passes to the purchaser. Earnings Per Share The Company computes and presents earnings per share in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which requires the presentation of basic earnings per share and diluted earnings per share for potentially dilutive securities. Earnings per share are based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period. The weighted average number of shares outstanding averaged 4,217,596 for the six month and the three month periods ended June 30, 2003 and 2002. There were no potentially dilutive securities during 2003 and 2002. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples of significant estimates used in the accompanying consolidated financial statements include the accounting for depreciation, depletion and amortization, income taxes, contingencies and price risk management activities. Price Risk Management Activities SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and No. 138 establishes accounting and reporting standards that require every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value, unless the derivative qualifies and has been designated as a normal purchase or sale. Changes in fair value are recognized immediately in earnings unless the derivatives qualify for, and the Company elects, cash flow hedge accounting. In the latter case, the effected portion of the change in fair value will be deferred in other comprehensive income until the related hedge item impacts earnings. The Company had no contracts designated for hedge accounting under SFAS No. 133 during any current reporting periods. -7- In October 2002, the Financial Accounting Standards Board's Emerging Issues Task Force ("EITF") amended and rescinded certain prior consensus related to the Accounting for Contracts Involved in Energy Trading and Risk Management Activities and issued EITF 02-03. This new EITF consensus requires: (i) all mark-to-market gains and losses on trading contracts be shown net in the income statement whether or not settled physically and (ii) precludes mark-to-market accounting for non-SFAS No. 133 derivatives. As required, the Company adopted EITF 02-03 effective October 26, 2002 for any new contracts and effective January 1, 2003 for any existing contracts. Upon adoption, the latest consensus requires restatement to historical cost for any contracts that no longer qualify for mark-to-market treatment. Such restatement, if necessary, is recorded as a cumulative effect of an accounting change and comparative financial statements for prior periods must be reclassified to conform to the new consensus. In the Company's case, however, no contracts required restatement to historical cost. Effective January 1, 2003, the Company's natural gas marketing activities are presented and prior periods were retroactively restated to reflect all physical activity associated with the trading of natural gas on a net basis. This change in accounting did not impact net income; however presenting natural gas marketing revenues net of associated costs significantly reduced revenues reflected in the statement of operations. See Note (9) of Notes to Unaudited Consolidated Financial Statements for a table summarizing the effect on the period ended June 30, 2002. The Company's trading and non-trading transactions give rise to market risk, which represents the potential loss that may result from a change in the market value of a particular commitment. The Company closely monitors and manages its exposure to market risk to ensure compliance with the Company's risk management policies. Such policies are regularly assessed to ensure their appropriateness given management's objectives, strategies and current market conditions. The Company's forward crude oil contracts are designated as normal purchases and sales. Natural gas forward contracts and energy trading contracts on crude oil and natural gas are recorded at fair value, depending on management's assessments of the numerous accounting standards and positions that comply with generally accepted accounting principles. The undiscounted fair value of such contracts is reflected on the Company's balance sheet as risk management assets and liabilities. The revaluation of such contracts is recognized in the Company's results of operations. Current market price quotes from actively traded liquid markets are used in all cases to determine the contracts' undiscounted fair value. Risk management assets and liabilities are classified as short-term or long-term depending on contract terms. The estimated future net cash inflow based on market prices as of June 30, 2003 is $859,000, all of which will be received in 2003. The estimated future cash inflow approximates the net fair value recorded in the Company's risk management assets and liabilities. -8- The following table illustrates the factors impacting the change in the net value of the Company's risk management assets and liabilities for the period ended June 30, 2003. (IN THOUSANDS):
2003 ----------- Net fair value on January 1,............................................... $ (70) Activity during 2003 - Net cash paid on settled contracts .................................... 316 - Net realized (loss) from prior years' contracts ...................... (163) - Net unrealized gain from prior years' contracts ...................... 322 - Net unrealized gain from current year contracts ...................... 454 ----------- Net fair value on June 30,............................................... $ 859 ===========
New Accounting Pronouncements On January 1, 2003, the Company adopted SFAS No. 143 "Accounting for Asset Retirement Obligations". The objective of SFAS No. 143 is to establish an accounting model for accounting and reporting obligations associated with retirement of tangible long-lived assets and associated retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset's retirement obligation be recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The Company completed its assessment of SFAS No. 143 and as of January 1, 2003, the Company estimated the present value of its future Asset Retirement Obligations is approximately $672,000. The cumulative effect of adoption of SFAS No. 143 and the change in accounting principle resulted in a charge to net income during the first quarter of 2003 of approximately $149,000 or $92,000 net of taxes. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally EITF Issue No. 94-3. The Company has adopted the provisions of SFAS No. 146 for restructuring activities initiated after December 31, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue No. 94-3, a liability for an exit cost was recognized at the date of commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. The impact that SFAS No. 146 will have on the consolidated financial statements will depend on the circumstances of any specific exit or disposal activity. See Note (3) of Notes to Unaudited Consolidated Financial Statements. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure", which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 in both annual and interim financial statements. SFAS No. 148 is effective for financial statements for fiscal years ending after December 15, 2002, and financial reports containing -9- condensed financial statements for interim periods beginning after December 15, 2002. At this time, there is no outstanding stock-based employee compensation. Therefore, the adoption of this statement had no effect on either the financial position, results of operations, cash flows or disclosure requirements of the Company. On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". This statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 30, 2003, for hedging relationships designated after June 30, 2003, and to certain preexisting contracts. The Company will adopt SFAS No. 149 on a prospective basis at its effective date of July 1, 2003. Under Statement 133 and related amendments and interpretations, volumes with physical delivery that were net scheduled for delivery purposes and where gross payments were made and credit risk was assumed were designated for the normal purchase and sale exemption and were exempt from derivative accounting treatment. SFAS No. 149 eliminates this exemption if net scheduling occurs. Therefore, certain of the Company's contracts representing a small volume will be required to be treated as derivatives in the future and marked to market each period. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain freestanding instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or asset in some circumstances). The Company is required to adopt SFAS No. 150 effective July 1, 2003. The adoption of this statement is not expected to have a material effect on the Company's financial position, results of operations or cash flows. In June 2001, the FASB issued SFAS No. 141, "Business Combinations", which requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. In July 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets", which discontinues the practice of amortizing goodwill and indefinite lived intangible assets and initiates an annual review for impairment. Intangible assets with a determinable useful life will continue to be amortized over that period. The amortization provisions apply to goodwill and intangible assets acquired after June 30, 2001. SFAS No. 141 and 142 clarify that more assets should be distinguished and classified between tangible and intangible. The Company did not change or reclassify contractual mineral rights included in oil and gas properties on the balance sheet upon adoption of SFAS No. 142. The Company believes the treatment of such mineral rights as tangible assets under the successful efforts method of accounting for crude oil and natural gas properties is appropriate. An issue has arisen regarding whether contractual mineral rights should be classified as intangible rather than tangible assets. If it is determined that reclassification is necessary, the Company's net property, plant and equipment would be reduced by approximately $9.9 million and $8.3 million and intangible assets would have increased by a like amount at June 30, 2003 and December 31, 2002, respectively, representing unamortized cost incurred since inception. The provisions of SFAS No. 141 and 142 impact only the balance sheet and associated footnote disclosure, and reclassifications necessary would not impact the Company's cash flows or results of operations. -10- Note 3 - Discontinued Operations Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", that addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. The Company's management has decided to withdraw from its New England region retail natural gas marketing business, which is included in the marketing segment. This business unit had negative operating margins of $4,390,000 and $2,437,000 and had after tax losses totaling $2,708,000 and $1,511,000 during the six month periods ended June 30, 2003 and 2002, respectively. For the three month periods ended June 30, 2003 and 2002, this unit had negative operating margins of $1,079,000 and $2,000, respectively. Such losses resulted primarily from certain "full requirements" contracts with weather sensitive end-use customers. Under these contracts, the Company bears the risk associated with any differences between expected volumes and actual usage. The winter of 2003 was abnormally cold and due to strong demand conditions, natural gas prices were elevated. As a result, during the first quarter of 2003, this category of customer caused the Company to purchase supplemental quantities of natural gas at prices greater than the contracted sales realization. Because of losses sustained and the desire to reduce working capital requirements, management decided to exit this region and type of account. In June 2003, two customers of this unit filed for Chapter 11 bankruptcy. As a result, the Company incurred a $475,000 bad debt charge to discontinued operation earnings during the second quarter of 2003. Under SFAS No. 144, the assets, liabilities and operating results of the divested operation have been restated and presented separately as discontinued operations in both the Company's consolidated balance sheet and statement of operations for all periods presented. A summary of account balances for the New England operation is presented as follows (IN THOUSANDS):
June 30, December 31, 2003 2002 -------- ------------ Accounts receivable, net .......... $ 6,656 $13,214 Risk management assets ............ 2,783 6,632 Inventory ......................... 120 946 Prepaid deposit ................... 227 202 ------- ------- Total Assets ............. $ 9,786 $20,994 ======= ======= Accounts payable .................. $ 93 $ 144 Accrued liabilities ............... 29 115 Risk management liabilities ....... 2,614 4,771 ------- ------- Total Liabilities ........ $ 2,736 $ 5,030 ======= =======
-11- The New England operation has no fixed assets or capitalized costs associated with intangibles; therefore, an impairment assessment of long-lived assets is not necessary. Further, all contracts associated with this operation are recorded at fair value pursuant to SFAS No. 133, as amended, with such valuation included in the above presentation as risk management assets and liabilities. In addition to the weather sensitive "full requirements" contracts, this unit's largest accounts are manufacturing facilities where natural gas usage does not vary widely with the season. For manufacturing type accounts, volume usage is required to meet certain narrow tolerances to reduce exposure to volume risk. Management believes the New England operation is viable with concentration on manufacturing accounts and elimination of full requirements contracts. However, by discontinuing the operation, the Company eliminates the requirement to fund substantial amounts of net working capital. Management believes such working capital is better utilized by the Company's wholesale crude oil and natural gas businesses. An exit plan has been implemented and provides for the following: - Cessation of any new contracts. - Satisfaction of existing contracts in accordance with required terms. - Collection of accounts receivable as they become due. - Sale, assignment or transfer to a third party all intangible assets such as customer lists, industry specific accounting software and experienced sales and back-office personnel. As consideration for the intangible assets, the Company anticipates that an interested third party would hire the Company's personnel and assume associated office operating lease obligations. Management believes it has a workable exit plan and expects the New England operation to be divested prior to March 31, 2004. Additionally, management believes that no significant severance or shut-down cost will be incurred as a result of discontinuance of this operation. The final stages of negotiation for implementing this plan are in process with one such third party and management anticipates a final signed agreement will be completed during the third quarter of 2003. For comparative purposes, marketing segment revenues and costs and expenses have been restated for the six months ended June 30, 2002 to conform to the current year presentation. See Note (9) of Notes to Unaudited Consolidated Financial Statements for a table summarizing the effect on prior period presentation. Note 4 - Segment Reporting The Company is primarily engaged in the business of marketing crude oil, natural gas and petroleum products; tank truck transportation of liquid chemicals; and oil and gas exploration and production. Information concerning the Company's various business activities is summarized as follows (IN THOUSANDS): -12-
Depreci- ation, Depletion Property Segment and and Operating Amorti- Equipment Revenues Earnings zation Additions ------------- ------------- ----------- ----------- For the six months ended June 30, 2003 Marketing........................ $ 877,503 $ 7,261 $ 718 $ 724 Transportation................... 18,425 1,130 1,028 595 Oil and gas...................... 4,329 1,845 888 2,725 ------------- ------------- ----------- ----------- $ 900,257 $ 10,236 $ 2,634 $ 4,044 ============= ============= =========== =========== For the six months ended June 30, 2002 Marketing........................ $ 851,839 $ 7,093 $ 942 $ 23 Transportation................... 17,882 1,287 750 462 Oil and gas...................... 1,903 29 600 1,014 ------------- ------------- ----------- ----------- $ 871,624 $ 8,409 $ 2,292 $ 1,499 ============= ============= =========== =========== For the three months ended June 30, 2003 Marketing........................ $ 414,947 $ 3,284 $ 277 $ 634 Transportation................... 9,415 631 528 66 Oil and gas...................... 2,605 984 537 1,583 ------------- ------------- ----------- ----------- $ 426,967 $ 4,899 $ 1,342 $ 2,283 ============= ============= =========== =========== For the three months ended June 30, 2002 Marketing........................ $ 482,232 $ 2,004 $ 426 $ 3 Transportation................... 9,713 812 372 444 Oil and gas...................... 1,044 (1) 385 - ------------- ------------- ----------- ----------- $ 492,989 $ 2,815 $ 1,183 $ 447 ============= ============= =========== ===========
Identifiable assets by industry segment are as follows (IN THOUSANDS):
June 30, December 31, 2003 2002 ------------ ------------ Marketing......................................... $ 143,439 $ 124,336 Transportation.................................... 14,356 15,931 Oil and gas....................................... 14,143 11,504 Discontinued operations........................... 9,786 20,994 Other............................................. 37,240 29,355 ------------ ------------ $ 218,964 $ 202,120 ============ ============
Intersegment sales are insignificant. Other identifiable assets are primarily corporate cash, accounts receivable, and properties not identified with any specific segment of the Company's business. All sales by the Company occurred in the United States. -13- Segment operating earnings reflect revenues net of operating costs and depreciation, depletion and amortization. Segment earnings reconcile to earnings from continuing operations before income taxes and cumulative effect of accounting change, as follows (IN THOUSANDS):
Six months ended Three months ended June 30, June 30, ----------------------- ----------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Segment operating earnings........................... $ 10,236 $ 8,409 $ 4,899 $ 2,815 General and administrative........................... (3,007) (4,154) (1,566) (1,965) ---------- ---------- ---------- ---------- Operating earnings.............................. 7,229 4,255 3,333 850 Interest income...................................... 270 46 115 33 Interest expense..................................... (62) (57) (29) (6) ---------- ---------- ---------- ---------- Earnings from continuing operations before income taxes, and cumulative effect of accounting change............................ $ 7,437 $ 4,244 $ 3,419 $ 877 ========== ========== ========== ==========
Note 5 - Marketing Joint Venture Commencing in May 2000, the Company entered into a joint venture arrangement with a third party for the purpose of purchasing, distributing and marketing crude oil in the offshore Gulf of Mexico region. The intent behind the joint venture was to combine the Company's marketing expertise with stronger financial and credit support from the co-venture participant. The venture operated as Williams-Gulfmark Energy Company pursuant to the terms of a joint venture agreement. The Company held a 50 percent interest in the net earnings of the venture and accounted for its interest under the equity method of accounting. The Company included its net investment in the venture in the consolidated balance sheet and its equity in the venture's pretax earnings was included in marketing segment revenues in the consolidated statement of earnings. Effective November 1, 2001, the joint venture participants agreed to dissolve the venture pursuant to the terms of a joint venture dissolution agreement. As part of the consideration for terminating the joint venture, the Company was to receive a monthly per barrel fee to be paid by the former joint venture co-participant for a period of sixty months on certain barrels purchased by the participant in the offshore Gulf of Mexico region. Included in 2002 marketing segment revenues is $2,433,000 of pre-tax earnings derived from this fee. While the co-venture participant willingly paid this fee through January 31, 2002 activity, effective with February 2002 business, the participant notified the Company of its intent to withhold the fee until they audited the previous joint venture activity. Subsequently, due primarily to credit constraints, the co-participant substantially curtailed and ultimately ceased its purchase of crude oil in the affected region. The co-venture participant initially conducted an audit of the joint venture in June 2002 and management was led to believe the audit produced no adverse findings. However, in April 2003, the Company received a demand for arbitration seeking monetary damages of $11.6 million and a re-audit of the joint venture activity. Management believes the claims made are not consistent with the terms of the joint venture agreement. Further, management does not believe a re-audit or arbitration of this matter will have a significant adverse effect on the Company's financial position or results of operations. -14- Note 6 - Transactions with Affiliates Mr. K. S. Adams, Jr., Chairman and President of the Company, is a limited partner in certain family limited partnerships known as Sakco, Ltd. ("Sakco"), Kenada Oil & Gas, Ltd. ("Kenada") and Kasco, Ltd. ("Kasco"). From time to time, these partnerships as well as Sakdril, Inc. ("Sakdril"), a wholly owned subsidiary of KSA Industries, Inc., a major stockholder of the Company, and Mr. Adams individually participate as working interest owners in certain oil and gas wells operated by the Company. In addition, these entities may participate in non-Company operated wells where the Company also holds an interest. Sakco, Kenada, Kasco, Sakdril and Mr. Adams participated in each of the wells under terms no better than those afforded other non-affiliated working interest owners. In recent years, such affiliate transactions tend to result after the Company has first identified oil and gas prospects of interest. Due to capital budgeting constraints, typically the available dollar commitment to participate in such transactions is greater than the amount management is comfortable putting at risk. In such event, the Company first determines the percentage of the transaction it wants to obtain, which allows a related party to participate in the investment to the extent there is excess available. Such affiliate transactions are individually reviewed and approved by a committee of independent directors on the Company's Board of Directors. As of June 30, 2003, the Company owed a total of $725,000 to these affiliates. The amount due was comprised of $481,000 of oil and gas revenues to be disbursed to such working interest owners, plus $244,000 of joint interest credits due to such joint interest owners. In connection with the operation of certain oil and gas properties, the Company also charges such affiliates for administrative overhead primarily as prescribed by the Council of Petroleum Accountants Society ("COPAS") Bulletin 5. Such overhead recoveries totaled $52,000 during the first half of 2003. David B. Hurst, Secretary of the Company, is a partner in the law firm of Chaffin & Hurst. The Company has been represented by Chaffin & Hurst since 1974 and plans to use the services of that firm in the future. Chaffin & Hurst currently leases office space from the Company. Transactions with Chaffin & Hurst are on the same terms as those prevailing at the time for comparable transactions with unrelated entities. The Company may also enter into certain transactions in the normal course of business with other affiliated entities. These transactions with affiliated companies are on the same terms as those prevailing at the time for comparable transactions with unrelated entities. Note 7 - Commitments and Contingencies On August 30, 2000, CJC Leasing, Inc. ("CJC"), a wholly owned subsidiary of the Company previously involved in the coal mining business, received a "Notice of Taxes Due" from the State of Kentucky regarding the results of a coal severance tax audit covering the years 1989 through 1993. The audit initially proposed a tax assessment of $8.3 million plus penalties and interest. This amount was adjusted downward by the State in August 2002 to $3.4 million plus penalties and interest. CJC has protested this assessment and has set forth a number of defenses including that CJC was not a taxpayer engaged in severing and/or mining coal at anytime during the assessment period. Further, it is CJC's informed belief that such taxes were properly paid by the third parties that had in fact mined the coal. Management intends to vigorously defend CJC in this matter and believes that it will not ultimately have a significant adverse effect on the Company's financial position or results of operations. -15- On July 31, 2002, pursuant to a workmen's compensation claim filed by the family of a deceased employee, the plaintiffs in the workmen's compensation case also filed a complaint with the Occupational Safety and Health Administration ("OSHA"). The OSHA complaint alleging that the Company's wholly owned subsidiary, Service Transport Company, failed to produce employee exposure and other records including air sampling data and medical monitoring records from years 1989 through 1997. The Company responded to the alleged violations denying that it failed to produce such data. To date, the Company has not received a response from OSHA and believes it is in compliance with such rules and regulations. From time to time as incident to its operations, the Company becomes involved in various lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, the Company is a party to motor vehicle accidents, worker compensation claims or other items of general liability as would be typical for the industry. Except as disclosed herein, management of the Company is presently unaware of any claims against the Company 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 the Company's financial position or results of operations. Note 8 - Guarantees Pursuant to arranging operating lease financing for truck tractors and tank trailers, individual subsidiaries of the Company may guarantee the lessor a minimum residual sales value upon the expiration of a lease and sale of the underlying equipment. Aggregate guaranteed residual values for tractors and trailers under operating leases as of June 30, 2003 are as follows (IN THOUSANDS):
2003 2004 2005 2006 Total --------- -------- -------- -------- ---------- Lease residual values..................... $ 698 $ 551 $ 763 $ 150 $ 2,162
Presently, neither the Company nor any of its subsidiaries have any other types of guarantees outstanding that in the future would require liability recognition. Adams Resources & Energy, Inc. frequently issues parent guarantees of commitments resulting from the ongoing activities of its subsidiary companies. The guarantees generally result as incident to subsidiary commodity purchase obligation, subsidiary lease commitments and subsidiary bank debt. The nature of such guarantees is to guarantee the performance of the subsidiary companies in meeting their respective underlying obligations. Except for operating lease commitments, all such underlying obligations are recorded on the books of the subsidiary companies and are included in the consolidated financial statements included herein. Therefore, none of such obligations is recorded again on the books of the parent. The parent would only be called upon to perform under the guarantee in the event of a payment default by the applicable subsidiary company. In satisfying such obligations, the parent would first look to the assets of the defaulting subsidiary company. As of June 30, 2003, the amount of parental guaranteed obligations are approximately as follows (IN THOUSANDS): -16-
2003 2004 2005 2006 Thereafter Total ------- ------- ------- ------- ---------- ------- Bank debt .................. $ - $ 1,434 $ 5,738 $ 4,303 $ - $11,475 Operating leases ........... 1,977 2,674 1,133 420 456 6,660 Lease residual values ...... 698 551 763 150 - 2,162 Commodity purchases ........ 23,886 - - - - 23,886 Letters of credit .......... 41,300 - - - - 41,300 ------- ------- ------- ------- ------- ------- $67,861 $ 4,659 $ 7,634 $ 4,873 $ 456 $85,483 ======= ======= ======= ======= ======= =======
Note 9 - Restatement of Revenues and Costs and Expenses As discussed in Notes (2) and (3) of Notes to Unaudited Consolidated Financial Statements, the presentation of marketing segment Revenues and Costs and Expenses was changed for 2002 reporting. Such change relates to the presentation on a net basis of natural gas purchase and sales subject to mark-to-market accounting and the reclassification of discontinued operations for segregated disclosure. The table below summarizes the effect on 2002 for these changes (IN THOUSANDS):
Six Months Ended Three Months Ended June 30, 2002 June 30, 2002 ----------------------------- ----------------------------- Currently Previously Currently Previously Reported Reported Reported Reported ---------- ---------- ---------- ---------- Revenues: Marketing ................................. $ 851,839 $1,163,501 $ 482,232 $ 643,403 Costs and Expenses: Marketing ................................. $ 843,804 $1,157,392 $ 479,802 $ 640,679 Operating earnings .......................... $ 4,255 $ 1,849 $ 850 $ 879 Earnings before income tax .................. $ 4,244 $ 1,807 $ 877 $ 875 Loss from discontinued operations, net ...... $ (1,511) $ - $ (1) $ - Net earnings ................................ $ 1,150 $ 1,150 $ 555 $ 555
As discussed in Note (3) of Notes to Unaudited Consolidated Financial Statements, the presentation of certain balance sheet items was changed for 2002 reporting of assets and liabilities from discontinued operations. The table below summarizes the effect on 2002 for these changes (IN THOUSANDS):
December 31, 2002 --------------------------- Currently Previously Reported Reported --------- --------- Accounts receivable, net ......................... $120,036 $133,250 Inventories ...................................... $ 5,645 $ 6,591 Risk management receivables ...................... $ 1,934 $ 8,220 Prepayments ...................................... $ 3,147 $ 3,349 Current assets of discontinued operation ......... $ 20,994 $ - Risk management assets ........................... $ - $ 346 Accounts payable ................................. $137,100 $137,244 Accrued and other liabilities .................... $ 3,950 $ 4,066 Risk management payable .......................... $ 2,004 $ 6,452 Current liabilities of discontinued operation .... $ 5,030 $ - Risk management liabilities ...................... $ - $ 322
-17- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - - Marketing Marketing division revenues, operating earnings and depreciation are presented as follows (IN THOUSANDS):
Six Months Ended Three Months Ended June 30, June 30, ------------------------- ------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Revenues .......................... $877,503 $851,839 $414,947 $482,232 Operating earnings ................ $ 7,261 $ 7,093 $ 3,284 $ 2,004 Depreciation ...................... $ 718 $ 942 $ 277 $ 426
Supplemental volume and price information is as follows:
Six Months Ended Three Months Ended June 30, June 30, ------------------------------- ------------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ---------- Wellhead Purchases - Per day (1) Crude oil - barrels ...................... 91,000 110,000 90,000 106,000 Natural gas - mmbtu's .................... 319,000 584,000 331,000 525,000 Average Purchase Price Crude oil - per barrel ................... $ 30.21 $ 22.14 $ 27.84 $ 24.67 Natural gas - per mmbtu .................. $ 5.82 $ 2.82 $ 5.38 $ 3.31
- ------------------------------------ (1) Reflects the volume purchased from third parties at the wellhead level. Commodity purchases and sales associated with the Company's natural gas marketing activities qualify as derivative instruments under Statement of Financial Accounting Standards No. 133. Therefore, natural gas purchases and sales are recorded on a net revenue basis in the accompanying financial statements. In contrast, substantially all purchases and sales of crude oil qualify, and have been designated as, normal purchases and sales. Therefore, crude oil purchases and sales are recorded on a gross revenue basis in the accompanying financial statements. As a result, variations in gross revenues are primarily a function of crude oil volumes and prices while operating earnings fluctuate with both crude oil and natural gas margins and volumes. -18- Gross revenues for the marketing operation were relatively flat for the first half of 2003 compared to 2002 as crude oil price increases were substantially offset by reductions in crude oil purchase volumes. For the comparative second quarter of 2003, marketing revenues decreased by $67 million or 14 percent despite overall higher crude oil prices. This current quarter revenue reduction reflects the Company's continuing efforts to simplify its business model and reduce the volume of crude oil trading activity. In the prior year, marketing operating earnings included fee income totaling $2,433,000 for the six month period and $1,117,000 for the three month period ended June 30, 2002, respectively. Previously, the Company earned a fee on crude oil purchases by a third party in the offshore Gulf of Mexico pursuant to the dissolution of a marketing joint venture. Such fee did not recur in 2003. See Note (5) of the Notes to Unaudited Consolidated Financial Statements. Absent the fee income, comparative operating earnings would have been as follows (IN THOUSANDS):
2003 2002 Increase ------ ------ -------- Six month period ended June 30 ........................ $7,261 $4,660 $2,601 Three month period ended June 30 ...................... $3,284 $ 887 $2,397
The comparative earnings increase for 2003 resulted from improved per unit margin for both crude oil and natural gas. As a result of the war in Iraq and a continuation of a period of uncertainty during the recent aftermath, near month crude oil prices remained very strong relative to future month prices (also known as a backwardated market). During such periods, the Company's margins tend to widen causing improved profitability. Per unit margins for natural gas also improved during 2003 as a result of reduced competition associated with the wholesale purchasing and marketing of natural gas. A number of large-scale competitors recently left the marketplace or significantly curtailed their natural gas trading activity as the industry continues to experience a shakeout following the Enron bankruptcy. - Transportation Transportation revenues, operating earnings and depreciation are as follows (IN THOUSANDS):
Six Months Ended Increase Three Months Ended Increase June 30, (Decrease) June 30, (Decrease) -------------------- ---------- -------------------- --------- 2003 2002 2003 2002 ------- ------- ------- ------- Revenues ..................... $18,425 $17,882 3% $ 9,415 $ 9,713 (3%) Operating earnings ........... $ 1,130 $ 1,287 (12%) $ 631 $ 812 (22%) Depreciation ................. $ 1,028 $ 750 37% $ 528 $ 372 42%
Demand for the Company's transportation services was relatively consistent during the comparative periods. Operating earnings were reduced in 2003, however, because higher diesel fuel prices and insurance costs increased operating expense. Fuel costs increased by $403,000 or 23 percent for the comparative first half, consistent with higher average crude oil prices. -19- Insurance expense increased by $221,000 or 12 percent consistent with the general trend of escalating insurance costs. The Company's tank truck operation is highly dependent on demand from the petrochemical sector of the United States economy. With the present situation of elevated natural gas prices, chemical manufacturers have generally reduced their activities. This situation serves to suppress ongoing demand for the Company's transportation services. - Oil and Gas Oil and gas division revenues and operating earnings are primarily a function of crude oil and natural gas prices and volumes. Comparative amounts for revenues, operating earnings and depreciation and depletion are as follows (IN THOUSANDS):
Six Months Ended Three Months Ended June 30, June 30, -------------------- -------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Revenues .......................... $ 4,329 $ 1,903 $ 2,605 $ 1,044 Operating earnings (loss) ......... $ 1,845 $ 29 $ 984 $ (1) Depreciation and depletion ........ $ 888 $ 600 $ 537 $ 385
Comparative volume and price information is a follows:
Six Months Ended Three Months Ended June 30, June 30, ---------------------------- --------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ---------- Crude oil Volume - barrels ................ 28,700 26,400 17,700 16,600 Average price per barrel ........ $ 31.03 $ 24.53 $ 29.42 $ 23.67 Natural gas Volume - mmbtu's ................ 638,000 448,000 343,000 227,000 Average price per mmbtu ......... $ 5.36 $ 2.51 $ 6.03 $ 2.72
As shown above, improved oil and gas division revenues and operating earnings resulted from increased crude oil and natural gas production volumes as well as higher prices for both crude oil and natural gas. Recent results from exploration efforts caused the production volume increases. During the first half of 2003, the Company participated in the drilling of fourteen wells. Ten wells were successfully completed with three dry holes and one presently drilling. In addition to the completions on wells spud in 2003, the Company also successfully brought on production three wells that were drilling at year-end 2002. -20- Estimates of crude oil and natural gas reserves, resulting from 2003's exploration efforts, were made by the Company's in-house staff. These estimates indicate reserve additions totaling 93,000 barrels of oil and 1,302,000 mcf of gas from these results. With the Company's production for all of 2002 being 55,000 barrels of oil and 1,047,000 mcf of gas, the current reserve additions represent more than a complete replacement of prior year production. For the remainder of 2003, six additional wells are planned for Fort Bend County, Texas following the success of six wells already drilled in the area this year. The Company's Austin Chalk program will also continue following three successes in this year's first half. Four more wells are slated to drill this year in the Chalk formation with five additional wells under consideration. The Company recently completed shooting a 95 square mile 3-D survey in Calcasieu Parish, Louisiana. This project is in a prolific area and is expected to yield numerous drilling prospects. The data is currently being processed and is expected to begin yielding drilling opportunities before year-end. Fieldwork on a second large 3-D survey in Alabama will begin in September of this year. This survey is expected to confirm prospect leads identified with 2-D seismic data. An estimated $800,000 of seismic expenditures are estimated to be incurred and expensed, during the third and fourth quarters of 2003 for these projects. - General and administrative General and administrative expenses decreased $1,147,000 or 27 percent in the comparative first half of 2003. This savings resulted primarily because $536,000 was incurred in the first quarter of 2002 for a due diligence review of the Company's operations following the collapse of Enron Corp., a trading counterparty of the Company. While the review produced no adverse findings, continuous improvement in practices and procedures remains an important goal of the Company. In addition, during the second quarter of 2002, the Company incurred $338,000 of audit expense in connection with a review of the activities of the Company's former marketing joint venture. See also Note (5) of the Unaudited Notes to Consolidated Financial Statements. - Discontinued operations The Company's management has decided to withdraw from its New England region retail natural gas marketing business, which was included in the marketing segment. This business unit caused after tax losses totaling $2,708,000 during the six month period ended June 30, 2003 with $2,053,000 occurring in the first quarter. Such losses resulted from certain "full requirements" contracts with weather sensitive end-use customers. Under these contracts, the Company bears the risk associated with any differences between expected volumes and actual usage. The winter of 2003 was abnormally cold and due to strong demand conditions, natural gas prices were elevated. As a result, during January, February and March of 2003, this category of customer caused the Company to purchase supplemental quantities of natural gas at prices greater than the contracted sales realization. Because of the losses sustained and the desire to reduce working capital requirements, management decided to exit this region and type of account. -21- In June of 2003, two of the Company's New England region customers filed for Chapter 11 bankruptcy. As a result, the Company incurred a $475,000 charge to discontinued operation earnings in the form of a provision for bad debts. Presently, the Company has ceased entering into New England region contracts. Existing contract requirements are being met in accordance with their original terms. Expiring contracts are not being renewed and substantially all contracts expire prior to December 31, 2003. With the end of the winter heating season and the reduction in volume requirements, the Company does not anticipate further significant losses from this operation. See Note (3) of Notes to Unaudited Consolidated Financial Statements. - Outlook Natural gas prices appear to be holding strong in the $4 to $5 per unit range. This is a positive result for the Company's exploration and production efforts. Coupled with recent development efforts, continued positive results are anticipated from the Company's oil and gas segment. In contrast, natural gas prices and a sluggish United States economy are hampering chemical manufacturers and hence the outlook for the transportation segment is less favorable results. Near term profitability from marketing operations is more difficult to assess. Should the present level of uncertainty in the Middle East subside, marketing margins are expected to narrow, reducing profitability. In any event, the overall outlook is positive and continued earnings strength is anticipated. Liquidity and Capital Resources During the first half of 2003, net cash provided by operating activities totaled $10,554,000. The Company invested $4,044,000 in capital expenditures including $724,000 in marketing equipment, $595,000 in transportation operations and $2,725,000 in oil and gas drilling activities. The remaining $6.5 million of cash flow from operating activities was used to boost cash reserves and generally improve liquidity. During July 2003, the Company expended $700,000 to purchase certain equipment, contracts and a non-compete clause associated with a competitor's withdrawal from the purchase of crude oil in the state of Michigan. This transaction establishes the Company as the dominant purchaser of crude oil in a region that is not likely to attract new competition. For the remainder of 2003, the Company anticipates spending approximately $2 million on oil and gas exploration projects and approximately $700,000 on tractor and trailer equipment additions as present lease financing arrangements mature. Banking Relationships The Company's primary bank loan agreement with Bank of America provides for two separate lines of credit with interest at the bank's prime rate minus 1/4 of 1 percent. The working capital loan provides for borrowings up to $7,500,000 based on 80 percent of eligible accounts receivable and 50 percent of eligible inventories. Available capacity under the line is calculated monthly and as of June 30, 2003 was established at $7,500,000. The oil and gas production loan provides for flexible borrowings subject to a borrowing base established semi-annually by the bank. The borrowing base was established at $4,000,000 as of June 30, 2003. The line of credit loans are scheduled to expire on October 29, 2004, with the then present balance outstanding converting to a term loan payable in 8 equal quarterly installments. As of June 30, 2003, bank debt outstanding under the Company's two revolving credit facilities totaled $11,475,000. -22- The Company's Gulfmark Energy, Inc. subsidiary maintains a separate banking relationship with BNP Paribas in order to support its crude oil purchasing activities. In addition to providing up to $40 million in letters of credit, the facility also finances up to $6 million of crude oil inventory and certain accounts receivable associated with crude oil sales. Such financing is provided on a demand note basis with interest at the bank's prime rate plus 1 percent. As of June 30, 2003, the Company had $2.3 million of eligible borrowing capacity under this facility. No working capital advances were outstanding as of June 30, 2003. Letters of credit outstanding under this facility totaled approximately $30 million as of June 30, 2003. BNP Paribas has the right to discontinue the issuance of letters of credit under this facility without prior notification to the Company. The Company's Adams Resources Marketing subsidiary also maintains a separate banking relationship with BNP Paribas in order to support its natural gas purchasing activities. In addition to providing up to $25 million in letters of credit, the facility finances up to $4 million of general working capital needs on a demand note basis. No working capital advances were outstanding under this facility as of June 30, 2003. Letters of credit outstanding under this facility totaled approximately $11.3 million as of June 30, 2003. Under this facility, BNP Paribas has the right to discontinue the issuance of letters of credit without prior notification to the Company. Refer also to the "Liquidity and Capital Resources" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2002 for additional discussion of the Company's banking relationships and other matters. Critical Accounting Policies and Use of Estimates - Fair Value Accounting As an integral part of its marketing operation, the Company enters into certain forward commodity contracts that are required to be recorded at fair value in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" and related accounting pronouncements. Management believes this required accounting, known as mark-to-market accounting, creates variations in reported earnings and the reported earnings trend. Under mark-to-market accounting, significant levels of earnings are recognized in the period of contract initiation rather than the period when the service is provided and title passes from supplier to customer. As it affects the Company's operation, management believes mark-to-market accounting impacts reported earnings and the presentation of financial condition in three important ways. 1. Gross margins, derived from certain aspects of the Company's ongoing business, are front-ended into the period in which contracts are executed. While there is no particular pattern to the timing of contract execution, it does tend to occur in clusters during those periods of time when the Company's natural gas customers perceive prices to be advantageous. Meanwhile, personnel and other costs associated with servicing accounts are expensed as incurred during the period of physical product flow and title passage. -23- 2. Mark-to-market earnings are calculated based on stated contract volumes. One of the significant risks associated with the Company's business is to convert stated contract or planned volumes into actual physical commodity movement volumes without a loss of margin. Again the planned profit from such commodity contracts is bunched and front-ended into one period while the risk of loss associated with the difference between actual vs planned production or usage of oil and gas falls in a subsequent period. 3. Cash flows, by their nature, match physical movements and passage of title. Mark-to-market accounting, on the other hand, creates a mismatch between reported earnings and cash flows. This complicates and confuses the picture of stated financial conditions and liquidity. The Company attempts to mitigate the noted risks by only entering into contracts where current market quotes in actively traded, liquid markets are available to determine the fair value of contracts. In addition, substantially all of the Company's forward contracts are less than 12 months in duration. However, the reader is cautioned to develop a full understanding of how fair value or mark-to-market accounting creates differing reported results relative to those otherwise presented under conventional accrual accounting. - Trade Accounts Accounts receivable and accounts payable typically represent the single most significant assets and liabilities of the Company. Particularly within the Company's energy marketing and oil and gas exploration and production operations, there is a high degree of interdependence with and reliance upon third parties, (including transaction counterparties) to provide adequate information for the proper recording of amounts receivable or payable. Substantially all such third parties are larger firms providing the Company with the source documents for recording trade activity. It is commonplace for these entities to retroactively adjust or correct such documents. This typically requires the Company to either absorb, benefit from, or pass along such corrections to another third party. Due to (a) the volume of transactions, (b) the complexity of transactions and (c) the high degree of interdependence with third parties, this is a difficult area to control and manage. The Company manages this process by participating in a monthly settlement process with each of its counterparties. Ongoing account balances are monitored monthly and the Company attempts to gain the cooperation of such counterparties to reconcile outstanding balances. The Company also places great emphasis on collecting cash balances due and paying only bonafide properly supported claims. In addition, the Company maintains and monitors its bad debt allowance. A degree of risk remains, however, simply due to the custom and practices of the industry. - Oil and Gas Reserve Estimate The value of capitalized costs of oil and gas exploration and production related assets are dependent on underlying oil and gas reserve estimates. Reserve estimates are based on many judgmental factors. The accuracy of reserve estimates depends on the quantity and quality of geological data, production performance data and reservoir engineering data, changed prices, as well as the skill and judgment of petroleum engineers in interpreting such data. The process of -24- estimating reserves requires frequent revision of estimates (usually on an annual basis) as additional information becomes available. Estimated future oil and gas revenue calculations are also based on estimates by petroleum engineers as to the timing of oil and gas production, and there is no assurance that the actual timing of production will conform to or approximate such estimates. Also, certain assumptions must be made with respect to pricing. The Company's estimates assume prices will remain constant from the date of the engineer's estimates, except for changes reflected under natural gas sales contracts. There can be no assurance that actual future prices will not vary as industry conditions, governmental regulation and other factors impact the market price for oil and gas. The Company follows the successful efforts method of accounting, so only costs (including development dry hole costs) associated with producing oil and gas wells are capitalized. However, estimated oil and gas reserve quantities are the basis for the rate of amortization under the Company units of production method for depreciating, depleting and amortizing of oil and gas properties. Estimated oil and gas reserve values also provide the standard for the Company's periodic review of oil and gas properties for impairment. - Contingencies From time to time as incident to its operations, the Company becomes involved in various accidents, lawsuits and/or disputes. Primarily as an operator of an extensive trucking fleet, the Company is a party to motor vehicle accidents, worker compensation claims or other items of general liability as would be typical for the industry. In addition, the Company has extensive operations that must comply with a wide variety of tax laws, environmental laws and labor laws, among others. Should an incident occur, management would evaluate the claim based on its nature, the facts and circumstances and the applicability of insurance coverage. To the extent management believes that such event may impact the financial condition of the Company, management will estimate the monetary value of the claim and make appropriate accruals or disclosure as provided in the guidelines of Statement of Financial Accounting Standards No. 5. In June 2001, the FASB issued SFAS No. 141, "Business Combinations", which requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. In July 2001, the FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets", which discontinues the practice of amortizing goodwill and indefinite lived intangible assets and initiates an annual review for impairment. Intangible assets with a determinable useful life will continue to be amortized over that period. The amortization provisions apply to goodwill and intangible assets acquired after June 30, 2001. SFAS No. 141 and 142 clarify that more assets should be distinguished and classified between tangible and intangible. The Company did not change or reclassify contractual mineral rights included in oil and gas properties on the balance sheet upon adoption of SFAS No. 142. The Company believes the treatment of such mineral rights as tangible assets under the successful efforts method of accounting for crude oil and natural gas properties is appropriate. An issue has arisen regarding whether contractual mineral rights should be classified as intangible rather than tangible assets. If it is determined that reclassification is necessary, the Company's net property, plant and equipment would be reduced by approximately $9.9 million and $8.3 million and intangible assets would have increased by a like amount at June 30, 2003 and December 31, 2002, respectively, representing unamortized cost incurred since inception. The provisions of SFAS No. 141 and 142 impact only the balance sheet and associated footnote disclosure, and reclassifications necessary would not impact the Company's cash flows or results of operations. -25- Quantitative and Qualitative Disclosures about Market Risk The Company is exposed to market risk, including adverse changes in interest rates and commodity prices. - Interest Rate Risk Total long-term debt at June 30, 2003 included $11,475,000 of floating rate debt. As a result, the Company's annual interest costs fluctuate based on interest rate changes. Because the interest rate on the Company's long-term debt is a floating rate, the fair value approximates carrying value as of June 30, 2003. A hypothetical 10 percent adverse change in the floating rate would not have had a material effect on the Company's results of operations for the six month period ended June 30, 2003. - Commodity Price Risk The Company's major market risk exposure is in the pricing applicable to its marketing and production of crude oil and natural gas. Realized pricing is primarily driven by the prevailing spot prices applicable to oil and gas. Commodity price risk in the Company's marketing operations represents the potential loss that may result from a change in the market value of an asset or a commitment. From time to time, the Company enters into forward contracts to minimize or hedge the impact of market fluctuations on its purchases of crude oil and natural gas. The Company may also enter into price support contracts with certain customers to secure a floor price on the purchase of certain supply. In each instance, the Company locks in a separate matching price support contract with a third party in order to minimize the risk of these financial instruments. Substantially all forward contracts fall within a 6-month to 1-year term with no contracts extending longer than three years in duration. The Company monitors all commitments, positions and endeavors to maintain a balanced portfolio. Certain forward contracts are recorded at fair value, depending on management's assessments of numerous accounting standards and positions that comply with generally accepted accounting principles. The undiscounted fair value of such contracts is reflected on the Company's balance sheet as risk management assets and liabilities. The revaluation of such contracts is recognized on a net basis in the Company's results of operations. Current market price quotes from actively traded liquid markets are used in all cases to determine the contracts' undiscounted fair value. Regarding net risk management assets, 100 percent of presented values as of June 30, 2003 and December 31, 2002 were based on readily available market quotations. Risk management assets and liabilities are classified as short-term or long-term depending on contract terms. The estimated future net cash inflow based on year-end market prices is $859,000, all of which will be received during the remainder of 2003. The estimated future cash inflow approximates the net fair value recorded in the Company's risk management assets and liabilities. -26- The following table illustrates the factors that impacted the change in the net value of the Company's risk management assets and liabilities for the six months ended June 30, 2003 (IN THOUSANDS)
2003 ---- Net fair value on January 1, ......................................... $ (70) Activity during 2003 - Net cash paid on settled contracts ............................ 316 - Net realized loss from prior years' contracts ................. (163) - Net unrealized gain from prior years' contracts ............... 322 - Net unrealized gain from current year contracts ............... 454 ----- Net fair value on June 30, ........................................... $ 859 =====
Historically, prices received for oil and gas production have been volatile and unpredictable. Price volatility is expected to continue. From January 1, 2003 through June 30, 2003, natural gas price realizations ranged from a monthly low of $4.16 per mmbtu to a monthly high of $25.00 per mmbtu. Oil prices ranged from a low of $24.58 per barrel to a high of $36.14 per barrel during the same period. A hypothetical 10 percent adverse change in average natural gas and crude oil prices, assuming no changes in volume levels, would have reduced earnings by approximately $387,000 for the six-month period ended June 30, 2003. Forward-Looking Statements--Safe Harbor Provisions This report for the period ended June 30, 2003 contains certain forward-looking statements intended to be covered by the safe harbors provided under Federal securities law and regulation. To the extent such statements are not recitations of historical fact, forward-looking statements involve risks and uncertainties. In particular, statements under the captions (a) Management's Discussion and Analysis of Financial Condition and Results of Operations, (b) Liquidity and Capital Resources, (c) Critical Accounting Policies and Use of Estimates, (d) Quantitative and Qualitative Disclosures about Market Risk, among others, contain forward-looking statements. Where the Company expresses an expectation or belief to future results or events, such expression is made in good faith and believed to have a reasonable basis in fact. However, there can be no assurance that such expectation or belief will actually result or be achieved. A number of factors could cause actual results or events to differ materially from those anticipated. Such factors include, among others, (a) general economic conditions, (b) fluctuations in hydrocarbon prices and margins, (c) variations between crude oil and natural gas contract volumes and actual delivery volumes, (d) unanticipated environmental liabilities or regulatory changes, (e) counterparty credit default, (f) inability to obtain bank and/or trade credit support, (g) availability and cost of insurance, (h) changes in tax laws, and (i) the availability of capital, (j) changes in regulations, (k) results of current items of litigation, (l) uninsured items of litigation or losses, (m) uncertainty in reserve estimates and cash flows, (n) ability to replace oil and gas reserves, (o) security issues related to drivers and terminal facilities (p) commodity price volatility and (q) successful completion of drilling activity. -27- Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports under the Securities Exchange Act of 1934, as amended ("Exchange Act") are communicated, processed, summarized and reported within the time periods specified in the SEC's rules and forms. At the end of the Company's second quarter of 2003, as required by Rules 13a-15 and 15d-15 of the Exchange Act, an evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of that date. -28- PART II. OTHER INFORMATION Item 1. - See Notes (5) and (7) of Notes to Unaudited Consolidated Financial Statements Item 2. - None Item 3. -None Item 4. - The Annual Meeting of Stockholders was held on April 23, 2003. At such meeting, the stockholders voted to elect the board of nine Directors as presented in the Company's Proxy Statement filed on Schedule 14A on April 3, 2003. Results by nominee were:
Authority Voted For Against Abstain ---------- ------- ------- K. S. Adams, Jr. 2,309,159 - 1,908,437 J. A. Barrett 2,309,159 - 1,908,437 C. H. Lewis 2,309,159 - 1,908,437 E. C. Reinauer, Jr. 2,309,159 - 1,908,437 J. G. Simmons 2,309,159 - 1,908,437 V. H. Buckley 2,309,159 - 1,908,437 E. Wieck 2,309,159 - 1,908,437 E. J. Webster, Jr. 2,309,159 - 1,908,437 R. B. Abshire 2,309,159 - 1,908,437
Item 6. Exhibits and Reports on Form 8-K a. Exhibits 31.1 Certification Pursuant to 17 CFR 240.13a-15(e), As Adopted Pursuant to Section 302 of the Sarbarnes-Oxley Act of 2002 31.2 Certification Pursuant to 17 CFR 240.13a-15(e), As Adopted Pursuant to Section 302 of the Sarbarnes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant To 18 I.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K A report on Form 8-K dated May 15, 2003 as filed on May 15, 2003 to announce earnings for the first quarter ended March 31, 2003. -29- 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 thereunto duly authorized. ADAMS RESOURCES & ENERGY, INC. (Registrant) Date: August 12, 2003 By /s/ K. S. Adams, Jr. ------------------------ K. S. Adams, Jr. Chief Executive Officer By /s/Richard B. Abshire ----------------------- Richard B. Abshire Chief Financial Officer -30- EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 31.1 Certification Pursuant to 17 CFR 240.13a-15(e), As Adopted Pursuant to Section 302 of the Sarbarnes-Oxley Act of 2002 31.3 Certification Pursuant to 17 CFR 240.13a-15(e), As Adopted Pursuant to Section 302 of the Sarbarnes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant To 18 I.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
-31- EX-31.1 3 h08244exv31w1.txt CERTIFICATION PURSUANT TO SECTION 302 EXHIBIT 31.1 ADAMS RESOURCES & ENERGY, INC. CERTIFICATION PURSUANT TO 17 CFR 240.13a-15(e) [17 CFR 240.15d-15(e)], AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, K. S. Adams, Jr. certify that: 1. I have reviewed this quarterly report on Form 10-Q of Adams Resources & Energy, Inc. (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): -32- (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2003 /s/ K. S. Adams, Jr. - ------------------------ K. S. Adams, Jr. Chief Executive Officer -33- EX-31.2 4 h08244exv31w2.txt CERTIFICATION PURSUANT TO SECTION 302 EXHIBIT 31.2 ADAMS RESOURCES & ENERGY, INC. CERTIFICATION PURSUANT TO 17 CFR 240.13a-15(e) [17 CFR 240.15d-15(e)], AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard B. Abshire, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Adams Resources & Energy, Inc. (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): -34- a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2003 /s/ Richard B. Abshire - ------------------------ Richard B. Abshire Chief Financial Officer -35- EX-32.1 5 h08244exv32w1.txt CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Adams Resources & Energy, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2003 (the "Report"), I, K. S. Adams, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ K. S. Adams, Jr. - ------------------------ K. S. Adams, Jr. Chief Executive Officer August 12, 2003 -36- EX-32.2 6 h08244exv32w2.txt CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Adams Resources & Energy, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2003 (the "Report"), I, Richard B. Abshire, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard B. Abshire - ------------------------ Richard B. Abshire Chief Financial Officer August 12, 2003 -37- -----END PRIVACY-ENHANCED MESSAGE-----