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, 1997
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
--------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
XPRE$$AVINGS 401(K) PLAN
b. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
U.S. XPRESS ENTERPRISES, INC.
2931 SOUTH MARKET STREET
CHATTANOOGA, TENNESSEE 37410
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
Auditors' Report
F-1
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1997
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1996
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1997
F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE PLAN ADMINISTRATOR OF THE
XPRE$$AVINGS 401(k) PLAN:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the XPRE$$AVINGS 401(k) PLAN as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits, with fund information, for the year ended December 31,
1997. 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 generally accepted auditing
standards. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
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 reportable 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 fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund.
F-3
The supplemental schedules and fund information 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.
/s/ ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
May 29, 1998
F-4
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1997
PARTICIPANT DIRECTED
--------------------------------------------------------------------
SUNTRUST
TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE
CENTURY BALANCED CAPITAL BENEFIT STABLE
ULTRA FUND FUND GROWTH FUND ASSET FUND
---------- ------------- -------------- ---------------
ASSETS:
Investments, at fair value:
Mutual funds $1,972,777 $852,485 $1,304,036 $ 0
Common trust fund 0 0 0 2,406,948
Company stock 0 0 0 0
Participant loans 0 0 0 0
---------- -------- ---------- ----------
Total investments 1,972,777 852,485 1,304,036 2,406,948
Contributions receivable 137,396 65,665 99,220 135,976
---------- -------- ---------- ----------
Total assets 2,110,173 918,150 1,403,256 2,542,924
---------- -------- ---------- ----------
LIABILITIES:
Excess contributions payable 9,936 1,797 5,775 319
---------- -------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,100,237 $916,353 $1,397,481 $2,542,605
========== ======== ========== ==========
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
U.S. XPRESS
ENTERPRISES PARTICIPANT
STOCK FUND LOANS TOTAL
----------- ----------- -----------
ASSETS:
Investments, at fair value:
Mutual funds $ 0 $ 0 $4,129,298
Common trust fund 0 0 2,406,948
Company stock 451,222 0 451,222
Participant loans 0 372,181 372,181
-------- -------- ----------
Total investments 451,222 372,181 7,359,649
Contributions receivable 43,261 0 481,518
-------- -------- ----------
Total assets 494,483 372,181 7,841,167
-------- -------- ----------
LIABILITIES:
Excess contributions payable 1,062 0 18,889
-------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $493,421 $372,181 $7,822,278
======== ======== ==========
The accompanying notes are an integral part of this statement.
F-5
XPRE$$AVINGS 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1996
PARTICIPANT DIRECTED
--------------------------------------------------------------------
SUNTRUST
TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE
CENTURY BALANCED CAPITAL BENEFIT STABLE
ULTRA FUND FUND GROWTH FUND ASSET FUND
---------- ------------- -------------- ---------------
ASSETS:
Investments, at fair value:
Mutual funds $1,200,922 $474,594 $720,873 $ 0
Common trust fund 0 0 0 1,804,507
Company stock 0 0 0 0
Participant loans 0 0 0 0
--------- -------- ------- ---------
Total investments 1,200,922 474,594 720,873 1,804,507
Participant contributions receivable 22,949 8,453 11,761 24,529
Cash 0 0 0 2,819
--------- -------- ------- ---------
Total assets 1,223,871 483,047 732,634 1,831,855
---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,223,871 $483,047 $732,634 $1,831,855
========== ======== ======== ==========
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
U.S. XPRESS
ENTERPRISES PARTICIPANT
STOCK FUND LOANS TOTAL
----------- ----------- -----------
ASSETS:
Investments, at fair value:
Mutual funds $ 0 $ 0 $2,396,389
Common trust fund 0 0 1,804,507
Company stock 159,880 0 159,880
Participant loans 0 190,418 190,418
-------- -------- ----------
Total investments 159,880 190,418 4,551,194
Participant contributions receivable 3,530 0 71,222
Cash 0 0 2,819
-------- -------- ----------
Total assets 163,410 190,418 4,625,235
-------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $163,410 $190,418 $4,625,235
======== ======== ==========
The accompanying notes are an integral part of this statement.
F-6
XPRE$$AVINGS 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT DIRECTED
-------------------------------------------------------------
SUNTRUST
TWENTIETH STI CLASSIC STI CLASSIC EMPLOYEE
CENTURY BALANCED CAPITAL BENEFIT STABLE
ULTRA FUND FUND GROWTH FUND ASSET FUND
----------- ------------- -------------- ---------------
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Participant contributions $ 638,014 $287,344 $ 398,021 $ 681,523
Employer contributions 239,363 108,252 157,375 249,420
Net appreciation in fair value of investments 0 0 0 0
Net investment income-registered investment companies 287,741 118,358 248,648 0
Net investment income-common trusts 0 0 0 164,477
---------- -------- ---------- ----------
Total additions 1,165,118 513,954 804,044 1,095,420
BENEFITS PAID TO PARTICIPANTS 192,478 77,884 105,346 311,264
LOANS TO PARTICIPANTS (77,339) (38,288) (51,412) (165,937)
LOAN PAYMENTS 40,952 15,290 17,340 65,569
INTERFUND TRANSFERS (59,887) 20,234 221 26,962
---------- -------- ---------- ----------
NET INCREASE 876,366 433,306 664,847 710,750
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,223,871 483,047 732,634 1,831,855
---------- -------- ---------- ----------
End of year $2,100,237 $916,353 $1,397,481 $2,542,605
========== ======== ========== ==========
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
U.S. XPRESS
ENTERPRISES PARTICIPANT
STOCK FUND LOANS TOTAL
----------- ----------- -----------
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Participant contributions $190,608 $ 0 $2,195,510
Employer contributions 64,293 0 818,703
Net appreciation in fair value of investments 94,056 0 94,056
Net investment income-registered investment companies 0 0 654,747
Net investment income-common trusts 0 0 164,477
-------- --------- ----------
Total additions 348,957 0 3,927,493
BENEFITS PAID TO PARTICIPANTS 18,184 25,294 730,450
LOANS TO PARTICIPANTS (20,019) 352,995 0
LOAN PAYMENTS 6,787 (145,938) 0
INTERFUND TRANSFERS 12,470 0 0
-------- --------- ----------
NET INCREASE 330,011 181,763 3,197,043
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 163,410 190,418 4,625,235
-------- --------- ----------
End of year $493,421 $ 372,181 $7,822,278
======== ========= ==========
The accompanying notes are an integral part of this statement.
F-7
XPRE$$AVINGS 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
1. PLAN DESCRIPTION
The following description of the Xpre$$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.
Until September 30, 1997, employees were eligible to participate in the Plan
when they had completed one year of service, as defined in the plan document,
and had attained age 21. Effective October 1, 1997, the one year of service
requirement for eligibility was reduced to six months.
CONTRIBUTIONS
Until September 30, 1997, eligible employees could make before-tax
contributions up to 6% of compensation, as defined in the plan document,
limited by requirements of the IRC. Effective October 1, 1997, the before-
tax contribution limit was raised to 12%. Eligible employees can, in
addition, make after-tax contributions up to 10% of compensation, as defined
in the plan document, limited by requirements of the IRC. The Company
provides a matching 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.
F-8
VESTING
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions and earnings thereon is
based on years of service. A participant vests according to the following
schedule:
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.
At December 31, 1997 and 1996, forfeited nonvested accounts totaled $51,200
and $24,700, respectively. These accounts will be used to reduce future
employer contributions. No forfeitures were used to reduce employer
contributions in 1997.
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 or her
account. The form of payment is a lump-sum distribution.
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.
F-9
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. During 1997, Twentieth
Century Investors merged with The
Benham Group to form American
Century Mutual Funds. The fund
name was unchanged as a result of
the merger.
. 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 Growth Fund This fund invests primarily in a
diversified portfolio of common
stocks, which, in the opinion of
the fund manager, have potential
for capital appreciation.
. SunTrust Employee Benefit Stable Asset This fund is an actively managed
Fund 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 common
stock.
Investments in the U.S. Xpress Enterprises Stock Fund are assigned units of
participation. The unit value of the U.S. Xpress Enterprises Stock Fund is
determined daily based on the fair market value of the underlying net assets.
The total units assigned to participants at December 31, 1997 and 1996 were
24,142 and 11,613, respectively. The unit value at December 31, 1997 and
1996 was $18.69 and $13.76, respectively.
PARTICIPANT LOANS
Subject to approval, participants can secure a loan from the Plan against
their account balance up to the lesser of 50% of their 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
payroll deductions unless otherwise provided by the plan administrator. The
F-10
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 generally accepted accounting principles 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 at contract value, which approximates
fair value. Purchases and sales of securities are reflected on a trade-date
basis.
ADMINISTRATIVE EXPENSES
For the year ended December 31, 1997, the participants paid loan processing
fees, which are reflected in loans to participants on the statement of
changes in net assets available for benefits. The Company paid all other
administrative expenses of the Plan.
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. 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, 1997 and 1996.
F-11
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, 1997, the Plan had $386,764 of pending distributions to
participants who elected to withdraw from the Plan. This amount is recorded
as a liability in the Plan's Form 5500; however, this amount is not recorded
as a liability in the accompanying statement of net assets available for
benefits in accordance with generally accepted accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the year
ended December 31, 1997:
BENEFITS NET ASSETS
PAYABLE TO BENEFITS AVAILABLE
PARTICIPANTS PAID FOR BENEFITS
------------ ------------ ------------
Per financial statements $ 0 $ 730,450 $7,822,278
1997 accrued benefit payments 386,764 386,764 (386,764)
-------- ---------- ----------
Per Form 5500 $386,764 $1,117,214 $7,435,514
======== ========== ==========
F-12
EXHIBIT I
XPRE$$AVINGS 401(K) PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
(EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, CURRENT
LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
- -------------------------------- ------------------------------------------------------------ ---------- -----------
American Century Mutual Funds Twentieth Century Ultra Fund $2,035,162 $1,972,777
*SunBank Capital Management, N.A. STI Classic Balanced Fund 816,330 852,485
*SunBank Capital Management, N.A. STI Classic Capital Growth Fund 1,278,980 1,304,036
*SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 2,203,663 2,406,948
*U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 314,644 451,222
*The Plan Loans to participants, with interest rates from 10% to 11.6% 372,181 372,181
---------- ----------
$7,020,960 $7,359,649
========== ==========
*Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
F-13
SCHEDULE II
XPRE$$AVINGS 401(K) PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1997
(EMPLOYER IDENTIFICATION NUMBER 62-1378182, PLAN NUMBER 001)
PURCHASES
---------------------------------
PURCHASE PRICE AND
DESCRIPTION OF INVESTMENTS, INCLUDING CURRENT VALUE OF
MATURITY DATE, RATE OF INTEREST, NUMBER OF ASSET ON
IDENTITY OF PARTY INVOLVED COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS TRANSACTION DATE(B)
- -------------------------------- -------------------------------------------- ------------ ------------------
American Century Mutual Funds Twentieth Century Ultra Fund 234 $1,277,722
*SunBank Capital Management, N.A. STI Classic Balanced Fund 199 484,118
*SunBank Capital Management, N.A. STI Classic Capital Growth Fund 237 730,087
*SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 289 1,033,141
*U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 159 276,873
*The Plan Participant Loans 88 352,995
SALES
-------------------------------------------------
SELLING
PRICE AND
CURRENT VALUE
DESCRIPTION OF INVESTMENTS, INCLUDING OF ASSET ON
MATURITY DATE, RATE OF INTEREST, NUMBER OF TRANSACTION COST OF NET
IDENTITY OF PARTY INVOLVED COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS DATE (B) ASSETS GAIN
- -------------------------------- -------------------------------------------- ------------ ------------- -------- -------
American Century Mutual Funds Twentieth Century Ultra Fund 195 $398,647 $337,818 $60,829
*SunBank Capital Management, N.A. STI Classic Balanced Fund 141 140,034 128,295 11,739
*SunBank Capital Management, N.A. STI Classic Capital Growth Fund 170 195,969 175,632 20,337
*SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 272 556,285 515,106 41,179
*U.S. Xpress Enterprises, Inc. U.S. Xpress Enterprises Stock Fund 72 79,308 53,955 25,353
*The Plan Participant Loans 154 171,232 171,232 0
*Indicates a party-in-interest.
(a) Represents a single transaction or a series of
transactions in the same security that exceeds 5%
of the fair value of plan assets at the beginning
of the year.
(b) The normal expenses associated with asset purchases
and sales are included in the purchase and selling
price and, therefore, are not shown separately.
The accompanying notes are an integral part of this schedule.
F-14
REQUIRED INFORMATION
The U.S. Xpress Enterprises, Inc. XPRE$$AVINGS 401(K) PLAN (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial
statements and schedules of the Plan for the two fiscal years ended December 31,
1997 and 1996, which have been prepared in accordance with the financial
reporting requirements of ERISA, are attached hereto as Appendix I and
incorporated herein by this reference.
The consent of Arthur Andersen LLP is included in Appendix I to this annual
report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
U.S. XPRE$$ ENTERPRISES, INC.
XPRE$$AVINGS 401(K) PLAN
By: /s/ Ray M. Harlin
---------------------------------------
Member of U.S. Xpress Enterprises, Inc.
Pension Committee
Date: June 29, 1998