ADAMS RESOURCES & ENERGY INC - 10-Q Quarterly Report

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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, 2003 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from to
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Commission File Number 1-7908
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ADAMS RESOURCES & ENERGY, INC.
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(Exact name of Registrant as specified in its charter)

Delaware 74-1753147
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4400 Post Oak Pkwy Ste 2700, Houston, Texas 77027
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(Address of principal executive office & Zip Code)

Registrant's telephone number, including area code (713) 881-3600
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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 4,217,896 shares of Common Stock were outstanding at May 12,
2003.

ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of these financial statements.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

The accompanying notes are an integral part of these financial statements.

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ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

The accompanying notes are an integral part of these financial statements.

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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 March 31, 2003 and December 31, 2002 and its results of
operations for the three months ended March 31, 2003 and 2002 and its cash flows
for the three months ended March 31, 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 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 March 31, 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.

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Inventories

Crude oil and petroleum product inventories are carried at the lower of
cost or market. Due to declining prices for crude oil during March 2003, the
Company recognized a combined $209,000 inventory valuation write-down during the
first quarter of 2003. 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.
Natural gas inventories are carried at average cost. Components of inventory are
as follows (in thousands):

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.

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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 trading
activities. 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 three-month periods ended March 31, 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

Statement of Financial Accounting Standards ("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, then the effective 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 133 during any current reporting periods.

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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 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 Consolidated Financial Statements for a table summarizing the effect on the
period ended March 31, 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. Regarding net risk management assets, 100
percent of presented values as of March 31, 2003 and December 31, 2002 was 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 market prices as of March 31, 2003 is
$69,000, 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.

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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 March 31, 2003. (IN THOUSANDS):

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 ("ARO") is approximately $672,000.
The cumulative effect of adoption of SFAS No. 143 and the change in accounting
principal 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 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

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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.

Note 3 - Discontinued Operations

Effective January 1, 2002, the Company adopted SFAS No. 144,
"Accounting for the Impairment of 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 gross margins of $3,411,000 and
$136,000 as determined under EITF 02-3 and had after tax losses totaling
$2,053,000 and $1,510,000 during the three-month periods ended March 31, 2003
and 2002, respectively. 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 has decided to exit
this region and type of account. 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 as of March
31, 2003 is presented as follows (IN THOUSANDS):

Accounts receivable .................... $ 14,833
Risk management assets ................. 4,275
Inventory .............................. 364
Prepaid deposit ........................ 226
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Total Assets .................. $ 19,698
===============

Accounts Payable ....................... 195
Accrued liabilities .................... 158
Risk management liabilities ............ 3,100
---------------
Total Liabilities ............. $ 3,453
===============

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 with such valuation included
in the above presentation as risk management assets and liabilities.

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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 approximately $16 million in 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.

- Satisfy existing contracts in accordance with
required terms.

- Collect accounts receivable as they become due.

- Sell, assign 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. A number of entities have
expressed an interest in such an arrangement and negotiations are in process.
Management believes it has a workable exit plan and expects the New England
operations to be divested prior to March 31, 2004. Additionally, management
believes that no significant severance or shut-down cost will not be incurred as
a result of discontinuance of this operation.

For comparative purpose, marketing segment revenues and costs and
expenses have been restated for the three months ended March 31, 2002 to conform
to the current year presentation. See Note 9 of Notes to 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):

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Identifiable assets by industry segment are as follows (IN THOUSANDS):

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 from continuing operations before income taxes and cumulative effect of
accounting change, as follows (IN THOUSANDS):

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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 first
quarter 2002 marketing segment revenues is $1,316,000 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 lead 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.

Note 6 - Transactions with Related Parties

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 related party 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
related party

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transactions are individually reviewed and approved by a committee of
independent directors on the Company's Board of Directors. As of March 31, 2003,
the Company owed a total of $308,000 to these related parties. The amount due
was comprised of $410,000 of oil and gas revenues to be disbursed to such
working interest owners, net of $102,000 of current joint interest billings due
from such joint interest owners. In connection with the operation of certain oil
and gas properties, the Company also charges such related parties for
administrative overhead primarily as prescribed by the Council of Petroleum
Accountants Society ("COPAS") Bulletin 5. Such overhead recoveries totaled
$37,000 during the first quarter 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 also enters 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.

In April 2002, a lawsuit was filed against the Company's wholly owned
subsidiary Gulfmark Energy, Inc. by plaintiffs Kirby Energy LLP and Kirby Black
("Kirby"). Kirby was a commission crude oil purchase representative for the
Company and as such had arranged certain crude oil purchase transactions for the
benefit of the Company that earned Kirby a percentage net profits commission.
Kirby believed the commissions paid to him were less than the amounts provided
for in his contract and sued for an accounting and actual and punitive damages.
All claims and items associated with this matter were resolved and settled
pursuant to the terms of a Settlement and Confidentiality Agreement dated April
1, 2003. All costs associated with the settlement have been accrued and recorded
in the accompanying financial statements dated as of March 31, 2003.

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

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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 March 31, 2003 are as follows: (IN
THOUSANDS)

Presently, neither the Company nor any of its subsidiaries have any
other types of guarantees outstanding that in the future would require liability
recognition under the provisions of Interpretation No. 45.

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 obligation 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 March 31, 2003, the amount of
parental guaranteed obligations are approximately as follows: (IN THOUSANDS)

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Note 9 - Restatement of Revenues and Costs and Expenses

As discussed in Notes (2) and (3) of Notes to 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)

As discussed in Note (3) of Notes to 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)

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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):

Supplemental volume and price information is as follows:

- ----------

(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.

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Gross revenues for the marketing operation increased by $93 million or
25 percent as a result of increased average prices for crude oil during the
first quarter of 2003 partially offset by reduced volumes. Elevated crude oil
prices were a direct result of the impending war situation in Iraq. While higher
average crude oil prices increased gross revenues for the comparative current
quarter, the changing direction of crude oil prices caused operating earnings to
decline. During the first quarter of 2002, domestic crude oil 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 the first quarter of 2003, however, domestic crude oil
prices actually declined from the $29.50 per barrel range at the beginning of
the quarter to the $28.25 per barrel range at the end of the quarter. This
necessitated a $209,000 lower of cost or market write-down in crude oil
inventory carrying values at quarter end. As of March 31, 2003, the Company held
174,000 barrels of crude oil inventory valued at approximately $28.22 per
barrel.

Marketing operating earnings during the first quarter of 2003 were
affected by improved wholesale margins for both natural gas and refined
petroleum products. Natural gas wholesale margins improved by $726,000 for the
comparative first quarter of 2003 as reduced competition in the industry enabled
the Company to extract improved per unit margins. In addition, the Company's
motor fuel and lube oil unit improved operating margins by $308,000 by avoiding
certain loss transactions that occurred in the first quarter of 2002. These
comparative earnings improvements however, were offset by the cessation of
$1,316,000 of fee income earned during the first quarter of 2002. 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. See
Note (5) of the Notes to Unaudited Consolidated Financial Statements.

- Transportation

Transportation revenues, operating earnings and depreciation are as
follows (IN THOUSANDS):

Demand for the Company's transportation services improved in the first
quarter of 2003, most notably in March. Improved revenue, however, did not yield
improved earnings because higher diesel fuel prices increased operating expense.
Fuel costs increased by $388,000 or 46 percent for the comparative first
quarter, consistent with higher average crude oil prices.

The demand improvement experienced in March 2003 continued into April
2003 and as a transporter of petrochemicals, the Company's volume of activity
tends to be a leading indicator for the general United States economy.
Management is hopeful of the domestic economy rebounding and with continuation
of the strong demand picture.

-18-

- 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):

Comparative volume and price information is a follows:

Improved oil and gas division revenues and operating earnings resulted
from improved natural gas volumes and improved prices for both crude oil and
natural gas, as shown. Recent results from the Company's exploration efforts
have served to boost natural gas production volumes. During the first quarter of
2003, the Company participated in the drilling of seven wells. Five of the wells
were completed and two were drilling at the end of the quarter. Four of the
completions are in Fort Bend County, Texas where the Company successfully
completed five wells last year. Three additional Fort Bend County wells will be
drilled by the end of the second quarter with five other shallow wells planned
by year-end.

The Company's Austin Chalk program continued in the first quarter with
the successful completion of one well and the spud of a second well. The program
will accelerate during the remainder of 2003 with four wells slated for drilling
and five additional wells under consideration.

-19-

Exploration is underway in Calcasieu Parish, Louisiana with fieldwork
beginning on a 95 square mile 3-D survey. This project is in a prolific area and
is expected to yield numerous drilling prospects. Completion of seismic shooting
is scheduled late in the second quarter with completed processing of data
expected by year-end. Fieldwork on a second large 3-D survey in Alabama will
begin in the second quarter. This survey is expected to confirm prospect leads
identified with 2-D seismic data.

- General and administrative

General and administrative expenses decreased $748,000 or 34 percent in
the comparative first quarter 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.

- Discontinued operations

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 caused after tax losses totaling $2,053,000 during
the three-month period ended March 31, 2003. 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 has decided to
exit this region and type of account.

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
Consolidated Financial Statements.

- Outlook

With the winter of 2003 completed, further significant losses from the
Company's discontinued New England retail natural gas business are not expected.
As the New England assets are converted to cash, the Company believes profitable
uses of such working capital exist within other business units. Excluding the
New England unit, marketing operations are performing well in a less competitive
environment following a marketplace exit by Enron and similar such former
competitors. The transportation division recently experienced rebounding demand
and coupled with expected lower fuel costs, improved results are anticipated.
One significant remaining concern is continued cost escalation for all forms of
insurance. Notably,

-20-

the Company's major policies are up for renewal on June 1, 2003. The Company's
recent oil and gas exploration operations have been successful, completing
eleven of the last twelve wells. This has led to increased production volumes
and natural gas prices remain strong in $5 per mmbtu range. The favorable trend
for all three divisions appears to be holding, boding well for full year
results.

Liquidity and Capital Resources

During the first three months of 2003, net cash provided by operating
activities totaled $3,255,000. The Company invested $1,761,000 in capital
expenditures including $90,000 in marketing equipment, $529,000 in
transportation operations and $1,142,000 in oil and gas drilling activities. The
remaining $1.5 million of cash flow from operating activities was used to boost
cash reserves and generally improve liquidity.

For the remainder of 2003, the Company anticipates spending
approximately $3.5 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 March 31, 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 March 31, 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 March 31, 2003,
bank debt outstanding under the Company's two revolving credit facilities
totaled $11,475,000.

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 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 March 31, 2003, the Company had $2.8 million of eligible
borrowing capacity under this facility. No working capital advances were
outstanding as of March 31, 2003. Letters of credit outstanding under this
facility totaled approximately $28.5 million as of March 31, 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

-21-

outstanding under this facility as of March 31, 2003. Letters of credit
outstanding under this facility totaled approximately $3.5 million as of March
31, 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
end-user natural gas customers in New England 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.

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 18

-22-

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 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.

-23-

- 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 will 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.

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 March 31, 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 March 31,
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 three
month period ended March 31, 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.

-24-

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 March 31, 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
$69,000, 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.

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
three months ended March 31, 2003 (iN THOUSANDS)

Historically, prices received for oil and gas production have been
volatile and unpredictable. Price volatility is expected to continue. From
January 1, 2003 through March 31, 2003, natural gas price realizations ranged
from a monthly low of $4.16 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 $460,000 for the three month period ended March 31,
2003.

Forward-Looking Statements--Safe Harbor Provisions

This report for the period ended March 31, 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.

-25-

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, among others (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.

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. Within the 90-day period prior to the
filing of this report (the "Evaluation Date") an evaluation was carried out
under the supervision and with the participation of the Company's management,
including our 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-14(c)) under the Securities Exchange Act of
1934). 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. Since the Evaluation Date, there have
not been any significant changes in our internal controls or procedures or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

-26-

PART II. OTHER INFORMATION

Item 1. - See Notes (5) and (7) of Notes to the Consolidated Financial
Statements

Item 2. - None

Item 3. - None

Item 4. - None

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

99.1 Certificate of Chief Executive Officer

99.2 Certificate of Chief Financial Officer

b. Reports on Form 8-K

A report on Form 8-K dated March 28, 2003 was filed on March
31, 2003 to announce earnings for the fourth quarter and year
ended December 31, 2002.

-27-

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: May 13, 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

-28-

ADAMS RESOURCES & ENERGY, INC.
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14
[17 CFR 240.15d-14],
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 quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 as promulgated under the Securities
Exchange Act of 1934, as amended) for the registrant and we have:

(a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

-29-

(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: May 13, 2003

/s/ K. S. Adams, Jr.
- -----------------------------------------
K. S. Adams, Jr.
Chief Executive Officer

-30-

ADAMS RESOURCES & ENERGY, INC.
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14
[17 CFR 240.15d-14],
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 quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 as promulgated under the Securities
Exchange Act of 1934, as amended) for the registrant and we have:

(a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

-31-

(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: May 13, 2003

/s/ Richard B. Abshire
- ----------------------------------
Richard B. Abshire
Chief Financial Officer

-32-

EXHIBIT INDEX

-33-