SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ________________to_________________
Commission file number 33-91238
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
XPRE$$AVINGS 401(k) PLAN
B. Name of Issuer of the securities held pursuant to the plan and the
address of its principal executive office:
U.S. XPRESS ENTERPRISES, INC.
4080 Jenkins Road
Chattanooga, TN 37421
Xpre$$avings 401(k) Plan
Financial Statements and Schedules
as of December 31, 1999 and 1998
Together With Auditors' Report
XPRE$$AVINGS 401(k) Plan
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, line 4i--Schedule of Assets Held for Investment
Purposes--December 31, 1999
Schedule II: Schedule G, Part III--Schedule of Nonexempt Transactions for
the Year Ended December 31, 1999
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Xpre$$avings 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the XPRE$$AVINGS 401(k) PLAN as of December 31, 1999 and 1998, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1999. These financial statements and the schedules referred
to below are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and nonexempt transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental schedules have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen, LLP
Chattanooga, Tennessee
May 19, 2000
XPRE$$AVINGS 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
----------- -----------
ASSETS:
INVESTMENTS (Note 1 and Schedule I) $17,325,219 $11,967,657
PARTICIPANT LOANS 914,689 493,395
RECEIVABLES:
Participant contributions 61,995 0
Employer contributions 448,192 0
----------- -----------
Total receivables 510,187 0
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CASH 0 57,330
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NET ASSETS AVAILABLE FOR BENEFITS $18,750,095 $12,518,382
=========== ===========
The accompanying notes are an integral part of these statements.
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Participant contributions $ 5,655,818
Employer contributions 1,625,798
Net appreciation in fair value of investments 1,097,485
Interest and dividend income 593,356
-----------
Total additions 8,972,457
BENEFITS PAID TO PARTICIPANTS (2,740,744)
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NET INCREASE 6,231,713
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 12,518,382
-----------
End of year $18,750,095
===========
The accompanying notes are an integral part of this statement.
XPRE$$AVINGS 401(k) plan
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION
The following description of the Xpre$$avings 401(k) Plan (the "Plan") is
provided for general information purposes only. More complete information
regarding the Plan's provisions may be found in the plan document.
General
The Plan is a defined contribution plan established January 1, 1993, by
U.S. Xpress Enterprises, Inc. (the "Company") under the provisions of
Section 401(a) of the Internal Revenue Code (the "IRC"), which includes a
qualified deferred arrangement as described in Section 401(k) of the IRC,
for the benefit of eligible employees of the Company. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended.
Employees are eligible to participate in the Plan when they have completed
six months of service, as defined in the plan document, and have attained
age 21.
Contributions
As defined in the plan document and limited by requirements of the IRC,
eligible employees may make before-tax contributions up to 12% of
compensation, and after-tax contributions up to 10% of compensation. The
Company provides a quarterly contribution equal to 50% of each
participant's before-tax contribution up to a maximum of 6%. The Company
does not match after-tax contributions.
Vesting
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions and earnings thereon
are based on years of service. A participant vests according to the
following schedule:
Percentage
Years of Service Vested
------------------------------------ ----------
Less than two years of service 0%
Two but not three years of service 30
Three but not four years of service 65
Four or more years of service 100
For vesting purposes, years of service are counted from the later of a
participant's date of hire or the effective date of the Plan (January 1,
1993).
Participants automatically become 100% vested in employer contributions
upon attainment of retirement age, as defined in the plan document, or
termination due to death or total disability.
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At December 31, 1999 and 1998, forfeited nonvested accounts totaled $184,947 and
$55,076, respectively. These accounts will be used to reduce future employer
contributions. No forfeitures were used in 1999 to reduce employer
contributions.
Benefits
Upon termination of service, a participant may elect to receive an amount equal
to the value of the participant's vested interest in his/her account. The form
of payment is a lump-sum distribution. In addition, participants may receive an
in-service withdrawal of after-tax contributions. Hardship distributions are
also permitted if certain criteria are met.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's share of the Plan's income, expenses, the Company's
contribution, and the participant's contribution. Allocations of income are
based on individual participant account balances in proportion to total
participant account balances.
Investment Options
Participants direct contributions, including employer matching contributions,
into the following investment options in 5% increments. Participants may change
their investment elections daily. A description of each investment option is
provided below:
. Twentieth Century Ultra Fund This fund invests primarily
in equities. The fund's
primary objective is capital
growth over time.
. STI Classic Balanced Fund This fund seeks to provide
capital appreciation and
current income by investing
primarily in common stocks,
preferred stocks, and
investment-grade, fixed
income securities.
. STI Classic Capital Appreciation Fund This fund invests primarily
in a diversified portfolio
of common stocks which, in
the opinion of the fund
manager, have the potential
for capital appreciation.
This fund was formerly named
the STI Classic Capital
Growth Fund
. SunTrust Employee Benefit Stable Asset Fund This fund is an actively
managed portfolio of
insurance company-guaranteed
investment contracts and
short-term money market
investments. The fund seeks
to maximize current income
and maintain a high degree
of liquidity.
. U.S. Xpress Enterprises Stock Fund This fund invests
principally in U.S. Xpress
Enterprises, Inc. common
stock.
Participant Loans
Subject to approval, a participant can secure a loan from the Plan against
his/her account balance up to the lesser of 50% of the vested account balance or
$50,000. The minimum loan amount allowed is $1,000. Loans may generally be
repaid over one to five years. Loans must be repaid through automatic
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payroll deductions unless otherwise provided by the plan administrator. The
interest rate is determined by the trustee based on current market
conditions and is fixed over the life of the note.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
the Plan's management to use estimates and assumptions that affect the net
assets available for benefits and the changes therein. Actual results could
differ from these estimates.
Income Recognition
Investment income is recorded as earned on the accrual basis. Net realized
gains (losses) and unrealized appreciation (depreciation) are presented in
the accompanying statement of changes in net assets available for benefits
as net appreciation in fair value of investments.
Investment Valuation
Investments of the Plan are stated at fair value. Securities traded in
public markets are valued at their quoted market prices. The SunTrust
Employee Benefit Stable Asset Fund is valued at contract value, which
approximates fair value. Purchases and sales of securities are reflected on
a trade-date basis.
The fair or contract values of individual assets that represent 5% or more
of the Plan's net assets as of December 31, 1999 and 1998 are as follows:
1999 1998
---------- ----------
Twentieth Century Ultra Fund $6,250,557 $3,618,827
STI Classic Balanced Fund 2,324,227 1,595,292
STI Classic Capital Appreciation Fund 3,352,683 2,470,914
SunTrust Employee Benefit Stable Asset Fund 4,261,726 3,402,957
U.S. Xpress Enterprises Stock Fund 1,136,026 879,667
Administrative Expenses
For the year ended December 31, 1999, the participants paid loan processing
fees. The Company paid all other administrative expenses of the Plan.
New Accounting Pronouncement
The Accounting Standards Executive Committee issued Statement of Position
("SOP") 99-3, "Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters," which eliminates the
requirement for a defined contribution plan to disclose participant-
directed investment programs. SOP 99-3 was adopted for the plan year ending
December 31, 1999. In connection with the adoption of SOP 99-3, certain
reclassifications have been made to the 1998 statement of net assets
available for benefits to conform to the 1999 presentation.
3. TAX STATUS
The Plan obtained its latest determination letter on September 27, 1995 in
which the Internal Revenue Service stated that the Plan, as amended and
restated August 30, 1994, was in compliance with the applicable design
requirements of the IRC.
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The Plan has been amended since that date. However, the plan administrator
believes that the Plan is currently designed and is being operated in
compliance with the applicable requirements of the IRC. Therefore,
management believes that the Plan was qualified and the related trust was
tax-exempt for the years ended December 31, 1999 and 1998.
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become fully vested in their accounts.
5. RECONCILIATION TO FORM 5500
As of December 31, 1999 and 1998, the Plan had $182,328 and $82,610,
respectively, of pending distributions to participants who had elected to
withdraw from the Plan. These amounts are recorded as liabilities in the
Plan's Form 5500; however, these amounts are not recorded as liabilities in
the accompanying statements of net assets available for benefits in
accordance with accounting principles generally accepted in the United
States.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the years
ended December 31, 1999 and 1998:
Benefits Payable to 1999 Net Assets
Participants Benefits Available for Benefits
------------------- --------------------------
1999 1998 Paid 1999 1998
--------- --------- ---------- ------------ -----------
Per financial statements $ 0 $ 0 $2,740,744 $18,750,095 $12,518,382
1999 accrued benefit payments 182,328 0 182,328 (182,328) 0
1998 accrued benefit payments 0 82,610 (82,610) 0 (82,610)
-------- ------- --------- ----------- -----------
Per Form 5500 $182,328 $82,610 $2,840,462 $18,567,767 $12,435,772
======== ======= ========== =========== ===========
6. SUBSEQUENT EVENTS
Effective January 1, 2000, the following plan amendments were made.
Participants will vest in employer matching contributions and earnings
thereon 20% per year after two years of service to be 100% vested after six
years of service. The employer matching contribution will be funded
annually instead of quarterly. Participants will be able to make before-tax
contributions up to 15% of compensation, as defined in the plan document,
limited by requirements of the IRC. All administrative expenses will be
paid by the Plan. Seven new investment options were added for participant
contributions.
SCHEDULE I
XPRE$$AVINGS 401(k) PLAN
SCHEDULE H, line 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(Employer Identification Number 62-1378182, Plan Number 001)
Identity of Issuer, Borrower, Description of Investment, Including Maturity Date, Current
Lessor, or Similar Party Rate of Interest, Collateral, and Par or Maturity Value Value
- ------------------------------------- --------------------------------------------------------------- -----------
American Century Mutual Funds Twentieth Century Ultra Fund $ 6,250,557
* SunBank Capital Management, N.A. STI Classic Balanced Fund 2,324,227
* SunBank Capital Management, N.A. STI Classic Capital Appreciation Fund 3,352,683
* SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 4,261,726
* U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 1,136,026
* Various Plan Participants Loans to participants, with interest rates from 8.75% to 10.36% 914,689
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$18,239,908
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*Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
SCHEDULE II
XPRE$$AVINGS 401(k) PLAN
SCHEDULE G, PART III--SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Description of Transactions, Including Interest
Relationship to Plan, Employer, or Maturity Date, Rate of Interest, Collateral, Amount Incurred
Identity of Party Involved Other Party-in-Interest and Par or Maturity Value Loaned on Loan
- ----------------------------- ------------------------------- -------------------------------------------- ------ --------
U.S. Xpress Enterprises, Inc. Sponsor Deemed loan from the Plan to the employer
(contributions not timely remitted to the
Plan) as follows:
Deemed loan dated November 19,
1999, maturity December 3, 1999,
with interest at 7.29% per annum $117,508 $333
Deemed loan dated November 19,
1999, maturity December 6, 1999,
with interest at 7.29% per annum 74,599 257
The accompanying notes are an integral part of this schedule.