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 March 31, 2002 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
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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
--- ---
The number of shares of Common Stock of the Registrant, par value $.10 per
share, outstanding at May 8, 2002 was 4,217,596.
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
Three Months Ended
March 31,
---------------------------------
2002 2001
-------------- --------------
REVENUES:
Marketing ......................................... $ 520,023 $ 1,331,274
Transportation .................................... 8,169 8,377
Oil and gas ....................................... 859 2,299
-------------- --------------
529,051 1,341,950
COSTS AND EXPENSES:
Marketing ......................................... 516,713 1,327,426
Transportation .................................... 7,316 7,826
Oil and gas ....................................... 614 671
General and administrative ........................ 2,404 1,751
Depreciation, depletion and amortization .......... 1,109 1,729
-------------- --------------
528,156 1,339,403
Operating earnings ................................... 895 2,547
Other income (expense):
Interest income and other ......................... 88 171
Interest expense .................................. (51) (21)
-------------- --------------
Earnings before income taxes ......................... 932 2,697
Income tax provision
Current ........................................... 12 58
Deferred .......................................... 325 896
-------------- --------------
337 954
-------------- --------------
Earnings before cumulative effect of
accounting change ................................. 595 1,743
Cumulative effect of accounting change, net of tax ... -- 55
-------------- --------------
Net earnings ......................................... $ 595 $ 1 ,798
============== ==============
EARNINGS PER SHARE:
Before cumulative effect of accounting change ...... $ .14 $ .42
Cumulative effect of accounting change ............. -- .01
-------------- --------------
Basic and diluted net earnings
per common share ................................ $ .14 $ .43
============== ==============
Dividends per common share ........................... $ -- $ --
============== ==============
</Table>
The accompanying notes are an integral part of these financial statements.
-2-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- Marketing
Marketing division revenues and operating earnings were as follows:
<Table>
<Caption>
First Quarter First Quarter
2002 2001
--------------- ---------------
Revenues $ 520,023,000 $ 1,331,274,000
Operating earnings $ 2,794,000 $ 3,145,000
</Table>
Supplemental volume and price information for the marketing division is
as follows:
<Table>
Wellhead Purchases - Per day (1)
Crude Oil 113,000 bbls 135,000 bbls
Natural Gas 643,000 mcf 822,000 mcf
Average Price
Crude Oil $ 19.76/bbl $ 27.55/bbl
Natural Gas $ 2.42/mcf $ 6.64/mcf
</Table>
(1) Reflects the volume purchased from third parties at the lease
level and pipeline pooling points.
Gross revenues for the marketing operation decreased by $811 million or
61 percent as a result of reduced prices and volumes for both crude oil and
natural gas. Price decreases accounted for $337 million or 42 percent of the
revenue decline, with lease level and pipeline pooling point volume reductions
accounting for $162 million or 20 percent of the revenue decline. The remaining
decline in revenues resulted from the Company curtailing its trading activity
during the first quarter of 2002. Following the collapse of Enron Corp. in
December 2001, the marketplace for energy marketing firms was generally
constricted. The Company's suppliers and counterparties restricted the amount of
open credit afforded the Company. Similarly, the Company reduced the available
trade credit granted to its customers and other counterparties. Such mutual
credit restrictions served to reduce the overall volume of trading activity.
In contrast to the steep revenue decline, marketing division operating
earnings were reduced by $351,000 or 11 percent for the first three months of
2002. The most significant factor reducing first quarter 2002 operating earnings
was a $1.1 million loss sustained on certain New England region "heat-sensitive"
natural gas customers. During the spring of 2001, the Company
-3-
had entered into a number of contracts to sell first quarter 2002 natural gas at
prices in the $6 per unit range. In turn, the Company purchased its expected
future sales volumes in the $5 per unit price range. Recognizing an exposure to
volume fluctuations on "heat-sensitive" accounts, the Company attempted to
reduce its risk by purchasing certain straddle options. Unfortunately these
options were purchased from Enron and were not honored due to the bankruptcy.
With the abnormal warm weather conditions in the region, actual usage volumes
were substantially reduced. This forced the Company to sell off excess supply
into a falling market. As the "heat-sensitive" contracts expire in 2002, the
Company will not renew most of this type of business. Other than reducing market
risk, the loss of "heat-sensitive" accounts will not impact the Company's
overall marketing operation.
Operating earnings during the first quarter of 2002 benefited from
increased prices for crude oil. Domestic prices rose from the $19 per barrel
range at year-end 2001 to the $24 per barrel range during March 2002. This
situation enabled the Company to liquidate lower priced inventory into a
relatively high value market and boost operating margins by $1.1 million during
this year's first quarter. As of March 31, 2002, the Company held approximately
378,000 barrels of crude oil inventory valued at approximately $24.25 per
barrel.
In general, the contraction of business activity resulting from Enron
served to depress operating earnings. Certain commodity trading activities that
were profitable for the Company in the first quarter of 2001 were not conducted
in 2002 as the Company took action to avoid being caught in an illiquid market.
The marketplace does appear to be stabilizing, and the Company anticipates
general improvement for liquidity and profitability afforded by the marketplace.
- Transportation
Transportation revenues and operating earnings were as follows:
<Table>
<Caption>
Percentage
First Quarter First Quarter Increase
2002 2001 (Decrease)
------------- ------------- ----------
Revenues $ 8,169,000 $ 8,377,000 (2.5)%
Operating earnings $ 475,000 $ 143,000 232.2%
</Table>
Transportation revenues of approximately $8.2 million were consistent
between the comparative first quarter periods. Operating earnings were improved
however, due to cost cutting measures instituted in 2001. The Company has been
in a period of reduced demand for its trucking services, consistent with the
general trend for the United States economy. Late in the first quarter of 2002,
the Company experienced a pick-up in demand, a trend which appears to be holding
during the second quarter of 2002. Should stronger sales demand continue, the
-4-
Company should experience greater revenues and operating earnings from the
transportation segment during 2002.
As demand has improved, the Company has resumed the active hiring of
drivers for its petrochemical transportation business. Presently 233
professional drivers are employed and operating. With the improved sales
outlook, the Company will also begin replacing its older tractors. Historically,
the Company has entered into lease agreements to acquire new equipment. However,
given potentially choppy market conditions, relative high new truck-tractor
prices of $84,000 per unit and relative bargain prices of $29,000 for 1999 model
year units, the Company intends to replace 25 units this year with late model
used equipment. After trade-in, these upgrade units will be cash purchased for
approximately $500,000.
- Oil and Gas
Oil and gas division revenues and operating earnings are primarily a
function of crude oil and natural gas prices and volumes. This division's
revenues and operating earnings decreased by $1,440,000 and $980,000,
respectively, for the first quarter of 2002 as a result of reduced prices for
crude oil and natural gas. Comparative amounts are as follows:
<Table>
<Caption>
First Quarter First Quarter
2002 2001
------------- -------------
Revenues $ 859,000 $ 2,299,000
Operating earnings $ 30,000 $ 1,010,000
Volume/Price Information
Crude oil
Volume 16,500bbls 16,900bbls
Average price $ 19.33/bbl $ 30.20/bbl
Natural gas
Volume 221,000 mcf 272,000 mcf
Average price $ 2.42/mcf $ 6.55/mcf
</Table>
During the first quarter of 2002, the Company successfully completed
six wells with two additional wells in the final stages of completion. Two of
the six wells were in the Vinton Dome area of Louisiana. The completed wells in
Texas included one in the West Refugio area, one in the Tavener Area of Ft. Bend
County and one in the Neva West prospect in Schleicher County. The main emphasis
for the remainder of 2002 will be on drilling shallow, lower cost opportunities.
The Company is also addressing operating cost issues on older producing
properties and is implementing cost reduction plans. Close surveillance of
operations is also necessary to assure that wells producing near their economic
limit are reviewed on a regular basis for enhancement opportunities.
-5-
- General and administrative
General and administrative expenses increased by $653,000 or 37 percent
in the comparative first quarter of 2002 primarily as a result of $536,000
incurred 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.
- Outlook
In March and April 2002, both crude oil and natural gas prices have
strengthened. This benefits both the oil and gas and the marketing divisions.
The marketplace also appears to be stabilizing as the Company and its
counterparties adjust to the post-Enron era. The largest area of encouragement,
perhaps, is the transportation operation. If the United States economy continues
its recovery, the Company expects to see a return to the strong historical
results from the transportation segment.
Liquidity and Capital Resources
During the first three months of 2002, the Company's cash flow from
operations before working capital items totaled $9,290,000. The Company invested
$1,051,000 in capital expenditures including $20,000 in marketing equipment,
$17,000 in transportation operations and $1,014,000 in oil and gas drilling
activities. The remaining $8.2 million of cash flow before working capital items
was used to boost cash reserves and generally improve liquidity.
A key factor in the Company's reported cash flows before working
capital items is the cash flow impact of risk management activities. As
reflected in the accompanying Statement of Cash Flows during the first quarter
of 2002, the Company converted $7,345,000 of year-end 2001 net risk management
assets to cash. As a result, reported net risk management assets of $14,523,000
as of December 31, 2001 were reduced to net risk management assets of $7,178,000
as of March 31, 2002. The Company anticipates a further net conversion to cash
of its risk management assets during the second quarter of 2002. See Note 3 to
the accompanying Financial Statements.
For the remainder of 2002, the Company anticipates spending
approximately $2 million on oil and gas exploration projects and approximately
$1.3 million on tractor and trailer equipment additions. Within the
transportation operation, the Company intends to replace older model
truck-tractor units ($500,000) and exercise its purchase option ($800,000) on
certain tractor and trailer units where the underlying lease obligation matures
during 2002.
-6-
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 March 31, 2002 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 March 31, 2002. The line of credit loans are scheduled to
expire on October 29, 2003, with the then present balance outstanding converting
to a term loan payable in 12 equal quarterly installments. As of March 31, 2002,
bank debt outstanding under the Company's two revolving credit facilities
totaled $11,375,000.
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 letters of credit, the facility
also finances up to $6,000,000 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
March 31, 2002 the Company had $4.5 million of eligible collateral value under
this facility. No working capital advances were outstanding as of March 31,
2002.
The Company's Adams Resources Marketing subsidiary maintains a separate
banking relationship with BNP Paribas in order to support its natural gas
purchasing activities. In addition to providing letters of credit, the facility
finances up to $4,000,000 of general working capital needs. No working capital
advances were outstanding under this facility as of March 31, 2002.
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, 2001 for
additional discussion of the Company's banking relationships and other matters.
-7-
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<Table>
<Caption>
March 31, December 31,
2002 2001
----------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents .......................... $ 18,250 $ 14,177
Accounts receivable, net ........................... 141,081 138,926
Inventories ........................................ 13,033 10,004
Risk management receivables ........................ 10,280 24,700
Income tax receivable .............................. 3,930 3,930
Prepaid and other .................................. 2,684 7,568
---------- ----------
Total current assets ................................. 189,258 199,305
---------- ----------
Property and equipment ............................... 74,839 74,188
Less - accumulated depreciation,
depletion and amortization .................. (51,008) (50,289)
---------- ----------
23,831 23,899
---------- ----------
Other assets
Risk management assets ............................. 1,968 3,646
Other assets ....................................... 177 177
---------- ----------
$ 215,234 $ 227,027
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................... $ 149,455 $ 152,153
Current portion of long-term debt .................. -- 1,000
Risk management payables ........................... 3,964 12,028
Accrued and other liabilities ...................... 3,637 3,790
---------- ----------
Total current liabilities ............ 157,056 168,971
Long-term debt, less current maturities .............. 11,375 11,475
Other Liabilities
Deferred taxes and other ........................... 5,906 5,590
Risk management liabilities ........................ 1,106 1,795
---------- ----------
175,443 187,831
---------- ----------
Commitments and contingencies (Note 8)
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 .................................. 27,676 27,081
---------- ----------
Total shareholders' equity ........... 39,791 39,196
---------- ----------
$ 215,234 $ 227,027
========== ==========
</Table>
The accompanying notes are an integral part of these financial statements.
-8-
ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<Table>
<Caption>
Three Months Ended
March 31,
-------------------------
2002 2001
---------- ----------
CASH PROVIDED BY OPERATIONS:
Net earnings (loss) .................................... $ 595 $ 1,798
Items of income not requiring (providing) cash -
Depreciation, depletion and amortization ............. 1,109 1,729
Risk management activities ........................... 7,345 (1,258)
Gains on property sales .............................. (75) --
Deferred income tax provision ........................ 325 896
Other, net ........................................... (9) 18
Decrease (increase) in accounts receivable ............. (2,155) 77,512
Decrease (increase) in inventories ..................... (3,029) 7,722
Decrease (increase) in prepaid and other ............... 4,884 1,294
Increase (decrease) in accounts payable ................ (2,698) (99,094)
Increase (decrease) in accrued liabilities ............. (153) (442)
---------- ----------
Net cash provided by (used in) operating activities .. 6,139 (9,825)
---------- ----------
INVESTING ACTIVITIES:
Property and equipment additions ....................... (1,051) (1,356)
Investment in joint venture ............................ -- (2,008)
Proceeds from property sales ........................... 85 --
---------- ----------
Net cash provided by (used in) investing activities .... (966) (3,364)
---------- ----------
FINANCING ACTIVITIES:
Repayment of debt ...................................... (1,100) --
---------- ----------
Net cash provided by (used in) financing activities .. (1,100) --
---------- ----------
Increase (decrease) in cash and cash equivalents ......... 4,073 (13,189)
Cash at beginning of period .............................. 14,177 36,140
---------- ----------
Cash at end of period .................................... $ 18,250 $ 22,951
========== ==========
Supplemental disclosure of cash flow information:
Interest paid during the period ........................ $ 51 $ 21
========== ==========
Income taxes paid during the period .................... $ -- $ --
========== ==========
</Table>
The accompanying notes are an integral part of these financial statements.
-9-
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 a fair presentation of financial
position at March 31, 2002 and December 31, 2001 and results of operations and
cash flows for the three months ended March 31, 2002 and 2001. 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 - Segment Reporting
The Company is primarily 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. Information
concerning the Company's various business segments is summarized as follows (in
thousands):
<Table>
<Caption>
Depreciation
Segment Depletion Property
Earnings and and
from Amorti- Equipment
Revenues Operations zation Additions
------------ ------------ ------------ ------------
For the three months ended
March 31, 2002
Marketing ...................... $ 520,023 $ 2,794 $ 516 $ 20
Transportation ................. 8,169 475 378 17
Oil and gas .................... 859 30 215 1,014
------------ ------------ ------------ ------------
$ 529,051 $ 3,299 $ 1,109 $ 1,051
============ ============ ============ ============
For the three months ended
March 31, 2001
Marketing ...................... $ 1,331,274 $ 3,145 $ 703 $ 421
Transportation ................. 8,377 143 408 309
Oil and gas .................... 2,299 1,010 618 626
------------ ------------ ------------ ------------
$ 1,341,950 $ 4,298 $ 1,729 $ 1,356
============ ============ ============ ============
</Table>
-10-
Identifiable assets by industry segment are as follows (in thousands):
<Table>
<Caption>
March 31, December 31,
2002 2001
------------ ------------
Marketing .................... $ 166,163 $ 182,914
Transportation ............... 13,738 14,268
Oil and gas .................. 12,403 11,265
Other ........................ 22,930 18,580
------------ ------------
$ 215,234 $ 227,027
============ ============
</Table>
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.
Segment operating earnings include revenues net of operating costs and
depreciation, depletion and amortization. Segment earnings are reconciled to
earnings before income taxes, as follows (in thousands):
<Table>
<Caption>
For the three months ended
March 31,
--------------------------
2002 2001
----------- -----------
Segment operating earnings ............. $ 3,299 $ 4,298
General and administrative expenses .... (2,404) (1,751)
---------- ----------
Operating earnings ..................... 895 2,547
Interest income and other .............. 88 171
Interest expense ....................... (51) (21)
---------- ----------
Earnings before income taxes ........... $ 932 $ 2,697
========== ==========
</Table>
Note 3 - Price Risk Management Activities
Certain forward contracts are recorded in the accompanying financial
statements at fair value, depending on management's assessments of numerous
accounting standards and positions that comply with generally accepted
accounting principles. The revaluation of such contracts is recognized in the
Company's results of operations. Current market quotes from actively traded,
liquid markets are used to determine the undiscounted fair value of the
contracts, which are reflected on the Company's balance sheet as risk management
assets and liabilities. Risk management assets and liabilities are classified as
short- or long-term depending on contract terms. The net unrealized gains and
losses related to the valuation of these contracts are reflected in marketing
revenues on the accompanying statement of earnings.
On January 1, 2001 the Company adopted Statement of Financial
Accounting Standards (SFAS") No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended by SFAS No. 137 and No. 138. The statement
established accounting and reporting standards
-11-
that require every derivative instrument (including certain derivative
instruments embedded in other contracts) to be recorded on the balance sheet as
either an asset or liability measured at its fair value, unless the derivative
qualified as a normal purchase or sale. Changes in fair value are generally
recognized immediately in earnings. Based on the Company's assessment of its
contracts that qualify as a derivative instrument under SFAS No. 133 and that
were not already recorded at fair value on the balance sheet, the Company
recorded, as of January 1, 2001, net risk management income of $55,000 (net of
$29,000 of income taxes), as a cumulative effect of an accounting change.
Note 4 - Marketing Joint Venture
Commencing in May 2000, the Company had 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 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 receives a monthly per barrel fee to be paid by the former joint venture
co-participant on certain barrels purchased by the co-participant in the
offshore Gulf of Mexico region. Included in first quarter marketing segment
revenues is $1,316,000 of pre-tax earnings derived from this fee. While the
co-venture participant paid this fee through January 31, 2002 activity,
effective with February 2002 business, the co-venture participant notified the
Company of its intent to withhold the fee until they conduct an audit of the
previous joint venture activity. The joint venture dissolution agreement does
not permit the withholding of fees due, and the Company intends to fully collect
amounts due under the agreement.
Note 5 - 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 proposed a
tax assessment of $8.3 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 and currently expects that resolution of this
matter will not have a significant adverse impact on the Company's financial
position or results of operations.
-12-
Note 6 - Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses the
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" and APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." The objective of SFAS No. 144 is to establish one accounting
model for long-lived assets to be disposed of by sale as well as resolve
implementation issues related to SFAS No. 121. The Company adopted SFAS No. 144
effective January 1, 2002 with no material impact on its financial position or
results of operations.
In June 2001, the FASB issued 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. This
Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002. The Company intends to adopt SFAS No. 143
effective January 1, 2003. The Company is presently evaluating the effect of
implementing SFAS No. 143 and does not expect the adoption of this standard to
have a material impact on its financial position or results of operations.
-13-
PART II. OTHER INFORMATION
Item 1. - None
Item 2. - None
Item 3. - None
Item 4. - Submission of Matters to a Vote of Security Holders
The 2002 Annual Meeting of Stockholders (the "Meeting") of the Company
was held on April 24, 2002. At the Meeting, holders of common stock, $.10 par
value, of the Company elected nine members of the Company's Board of Directors.
Out of the 4,217,596 shares of common stock entitled to vote at the
Meeting, there were 3,946,320 shares of common stock voted for the election of
the nominees for Directors listed in the proxy statement.
Item 6. Exhibits and Reports on Form 8K
a. Exhibits - 99.1
b. Reports on Form 8-K - None.
-14-
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)
By /s/ K. S. Adams, Jr.
--------------------------------
Date: May 10, 2002 K. S. Adams, Jr.
--------------- Chief Executive Officer
By /s/ Richard B. Abshire
--------------------------------
Richard B. Abshire
Chief Financial Officer
-15-
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1
</Table>