UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ______________ to ____________________
COMMISSION FILE NUMBER 000-20793
SMITHWAY MOTOR XPRESS CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 42-1433844
- ---------------------------------------- -------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2031 QUAIL AVENUE
FORT DODGE, IOWA 50501
- ---------------------------------------- -------------------------------------
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 515/576-7418
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 Exchange Act).
YES [ ] NO [X]
As of April 28, 2005, the registrant had 4,936,624 shares of Class A Common
Stock and 1,000,000 shares of Class B Common Stock outstanding.
1
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
Item 1 Financial Statements 3
Condensed Consolidated Balance Sheets as of December 31, 2004 and
March 31, 2005 (unaudited).......................................... 3
Condensed Consolidated Statements of Operations for the three months
ended March 31, 2004 and 2005 (unaudited)............................ 5
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2004 and 2005 (unaudited)............................ 6
Notes to Condensed Consolidated Financial Statements (unaudited)......... 8
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 10
Item 3 Quantitative and Qualitative Disclosures About Market Risk............... 17
Item 4 Controls and Procedures.................................................. 17
PART II
OTHER INFORMATION
Item 1 Legal Proceedings........................................................ 18
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.............. 18
Item 3 Defaults Upon Senior Securities.......................................... 18
Item 4 Submission of Matters to a Vote of Security Holders...................... 18
Item 5 Other Information........................................................ 18
Item 6 Exhibits................................................................. 19
Signatures ......................................................................... 20
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)
DECEMBER 31, MARCH 31,
2004 2005
------------ -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 5,054 $ 4,101
Receivables:
Trade............................................... 16,289 18,283
Other............................................... 487 944
Inventories............................................ 948 968
Deposits, primarily with insurers...................... 936 1,052
Prepaid expenses....................................... 473 1,978
Deferred income taxes.................................. 2,733 2,708
------------ -------------
Total current assets......................... 26,920 30,034
------------ -------------
Property and equipment:
Land................................................... 1,302 1,302
Buildings and improvements............................. 7,502 7,502
Tractors............................................... 67,872 68,943
Trailers............................................... 36,107 35,490
Other equipment........................................ 4,265 4,319
------------ -------------
117,048 117,556
Less accumulated depreciation......................... 67,772 67,869
------------ -------------
Net property and equipment................... 49,276 49,687
------------ -------------
Goodwill................................................. 1,745 1,745
Other assets............................................. 335 328
------------ -------------
$ 78,276 $ 81,794
============ =============
See accompanying notes to condensed consolidated financial statements.
3
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)
DECEMBER 31, MARCH 31,
2004 2005
------------ -------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.................. $ 9,301 $ 8,613
Accounts payable...................................... 6,390 7,927
Accrued loss reserves................................. 5,928 5,887
Accrued compensation.................................. 2,398 3,189
Other accrued expenses................................ 522 523
Income tax payable.................................... 18 377
------------ -------------
Total current liabilities................... 24,557 26,516
Long-term debt, less current maturities................. 20,008 20,946
Deferred income taxes................................... 10,702 10,729
------------ -------------
Total liabilities........................... 55,267 58,191
------------ -------------
Stockholders' equity:
Preferred stock....................................... - -
Common stock:
Class A............................................ 40 40
Class B............................................ 10 10
Additional paid-in capital............................ 11,438 11,450
Retained earnings..................................... 11,817 12,321
Reacquired shares, at cost............................ (296) (218)
------------ -------------
Total stockholders' equity.................. 23,009 23,603
Commitments
------------ -------------
$ 78,276 $ 81,794
============ =============
See accompanying notes to condensed consolidated financial statements.
4
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
----------------------------
2004 2005
------------ -------------
Operating revenue:
Freight.............................................. $ 43,408 $ 49,447
Other................................................ 192 277
------------ -------------
Operating revenue.............................. 43,600 49,724
------------ -------------
Operating expenses:
Purchased transportation............................. 14,078 16,368
Compensation and employee benefits................... 13,581 13,660
Fuel, supplies, and maintenance...................... 8,658 11,078
Insurance and claims................................. 1,333 2,008
Taxes and licenses................................... 881 873
General and administrative........................... 1,722 1,942
Communications and utilities......................... 366 331
Depreciation and amortization........................ 3,177 2,138
------------ -------------
Total operating expenses....................... 43,796 48,398
------------ -------------
(Loss) earnings from operations.................. (196) 1,326
Financial (expense) income
Interest expense..................................... (373) (369)
Interest income...................................... 4 33
Other income......................................... 727 -
------------ -------------
Earnings before income taxes..................... 162 990
Income tax (benefit) expense.............................. (173) 487
------------ -------------
Net earnings................................... $ 335 $ 503
------------ -------------
Basic and diluted earnings per share...................... $ 0.07 $ 0.10
============ =============
Basic weighted average shares outstanding................. 4,846,821 4,903,845
Effect of dilutive stock options............... 66,048 118,534
------------ -------------
Diluted weighted average shares outstanding............... 4,912,869 5,022,379
============ =============
See accompanying notes to condensed consolidated financial statements.
5
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2004 2005
---------- -----------
Cash flows from operating activities:
Net earnings..................................................... $ 335 $ 503
---------- -----------
Adjustments to reconcile net earnings to cash provided by
operating activities:
Depreciation and amortization................................ 3,177 2,138
Deferred income tax (benefit) expense........................ (190) 52
Change in:
Receivables............................................. (3,716) (2,092)
Inventories............................................. (75) (20)
Deposits, primarily with insurers....................... 12 (116)
Prepaid expenses........................................ (651) (1,505)
Accounts payable and other accrued liabilities.......... 2,638 2,288
---------- -----------
Total adjustments................................... 1,195 745
---------- -----------
Net cash provided by operating activities......... 1,530 1,248
---------- -----------
Cash flows from investing activities:
Purchase of property and equipment............................... (382) (216)
Proceeds from sale of property and equipment..................... 489 979
Other............................................................ 28 8
---------- -----------
Net cash provided by investing activities.............. 135 771
---------- -----------
Cash flows from financing activities:
Net borrowings on line of credit................................. 1,339 -
Principal payments on long-term debt............................. (2,933) (3,062)
Treasury stock reissued.......................................... - 84
Other............................................................ - 6
Change in checks issued in excess of cash balances............... 24 -
---------- -----------
Net cash used in financing activities.................. (1,570) (2,972)
---------- -----------
Net increase (decrease) in cash and cash equivalents... 95 (953)
Cash and cash equivalents at beginning of period................... 355 5,054
---------- -----------
Cash and cash equivalents at end of period......................... $ 450 $ 4,101
========== ===========
See accompanying notes to condensed consolidated financial statements.
6
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows, continued
(Dollars in thousands)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2004 2005
---------- -----------
Supplemental disclosure of cash flow information:
Cash paid during period for:
Interest................................................. $ 382 $ 373
Income taxes............................................. 24 76
========== ===========
Supplemental schedules of noncash investing and financing
activities:
Notes payable issued for tractors and trailers.................... $ 4,524 $ 3,312
========== ===========
See accompanying notes to condensed consolidated financial statements.
7
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Smithway Motor Xpress Corp., a Nevada holding company, and its four wholly
owned subsidiaries ("we", "us", or "our"). All significant intercompany
balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements have been prepared,
without audit, in accordance with accounting principles generally accepted
in the United States of America, pursuant to the published rules and
regulations of the Securities and Exchange Commission. In our opinion, the
accompanying condensed consolidated financial statements include all
adjustments that are necessary for a fair presentation of the results for
the interim periods presented, such adjustments being of a normal
recurring nature. Certain information and footnote disclosures have been
condensed or omitted pursuant to such rules and regulations. The December
31, 2004, Condensed Consolidated Balance Sheet was derived from our
audited balance sheet for the year then ended. It is suggested that these
condensed consolidated financial statements and notes thereto be read in
conjunction with the consolidated financial statements and notes thereto
included in our Form 10-K for the year ended December 31, 2004. Results of
operations in interim periods are not necessarily indicative of results to
be expected for a full year.
Certain 2004 balances have been reclassified to conform to 2005
presentation.
NOTE 2. LIQUIDITY
Although there can be no assurance, we believe that cash generated by
operations and available sources of financing for acquisitions of revenue
equipment will be adequate to meet our currently anticipated working
capital requirements and other cash needs through March 31, 2006. To the
extent that actual results or events differ from our financial projections
or business plans, our liquidity may be adversely affected. Specifically,
our liquidity may be adversely affected by one or more of the following
factors: a decrease in freight demand or a loss in customer relationships
or volume; the ability to attract and retain sufficient numbers of
qualified drivers and owner-operators; elevated fuel prices and the
ability to collect fuel surcharges; costs associated with insurance and
claims; increased exposure with respect to accident claims as a result of
a reduction of our excess insurance coverage limit; inability to maintain
compliance with, or negotiate amendments to, loan covenants; and the
possibility of shortened payment terms by our suppliers and vendors
worried about our ability to meet payment obligations. We expect to fund
our cash requirements primarily with cash generated from operations,
equipment financing from manufacturers or financial institutions, and
revolving borrowings under our financing arrangement with LaSalle Bank.
NOTE 3. NET EARNINGS PER COMMON SHARE
Basic earnings per share have been computed by dividing net earnings by
the weighted-average outstanding Class A and Class B common shares during
each of the quarters. Diluted earnings per share have been calculated by
also including in the computation the effect of employee stock options,
nonvested stock, and similar equity instruments granted to employees and
directors as potential common shares. The dilutive effect of stock options
excludes 120,000 and 57,000 shares for the first quarter of 2004 and 2005,
respectively, as the underlying options were out of the money and the
effect was anti-dilutive. Stock options outstanding at March 31, 2004, and
2005, totaled 327,150 and 216,850, respectively.
NOTE 4. STOCK OPTION PLANS
We have three stock-based employee compensation plans:
(1) We have reserved 25,000 shares of Class A common stock for
issuance pursuant to an outside director stock option plan. The term
of each option shall be six years from the grant date. Options vest
on the first anniversary of the grant date. The exercise price of
each stock option is not less than 85% of the fair market value of
the common stock on the date of grant. In July 2000 we granted
outside directors 12,000 stock options in the aggregate not covered
by this plan. Under this plan, no award may be made after March 1,
2005.
8
(2) We have reserved 500,000 shares of Class A common stock for
issuance pursuant to an incentive stock option plan. Any shares
which expire unexercised or are forfeited become available again for
issuance under the plan. Under this plan, no awards of incentive
stock options may be made after December 31, 2004.
(3) We have reserved 400,000 shares of Class A common stock for
issuance pursuant to a new employee incentive stock option plan
adopted during 2001. Any shares which expire unexercised or are
forfeited become available again for issuance under the plan. Under
this plan, no award of incentive stock options may be made after
August 6, 2011.
We account for these plans under the recognition and measurement
principles of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. No stock-based
employee compensation cost is reflected in the statement of operations, as
all options granted under these plans had an exercise price equal to the
market value of the common stock on the date of the grant.
The following table illustrates the effect on net earnings and earnings
per share if we had applied the fair value recognition provisions of FASB
Statement No. 123, "Accounting for Stock-Based Compensation," to
stock-based employee compensation. There were no stock options granted
during the first quarter of 2004 or 2005. For purposes of pro forma
disclosures, the estimated fair value of options is amortized to expense
over the options' vesting periods.
THREE MONTHS ENDED
MARCH 31,
------------------
2004 2005
---- ----
Net earnings, as reported 335 503
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects (4) (2)
---- ----
Pro forma net earnings 331 501
==== ====
Earnings per share
Basic and diluted - as reported 0.07 0.10
Basic and diluted - pro forma 0.07 0.10
NOTE 5. LONG-TERM DEBT
During February 2005, we amended our financing arrangement with LaSalle
Bank to extend the maturity date from January 1, 2006 to January 1, 2010
and to reduce the interest rate and facilities fee applied under the
arrangement.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Except for the historical information contained herein, the discussion in
this quarterly report on Form 10-Q contains forward-looking statements that
involve risk, assumptions, and uncertainties that are difficult to predict.
Words such as "anticipates," "believes," "estimates," "projects," "plans,"
"expects," variations of these words, and similar expressions, are intended to
identify such forward-looking statements. These statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are based upon the current beliefs and expectations of
our management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in forward-looking statements. The
following factors, among others, could cause actual results to differ materially
from those in forward-looking statements: failure to turn around continued
operating losses, which could result in violation of bank covenants and
acceleration of indebtedness at several financial institutions; the ability to
obtain financing on acceptable terms, and obtain waivers and amendments to
current financing in the event of default; economic recessions or downturns in
customers' business cycles; excessive increases in capacity within truckload
markets; surplus inventories; decreased demand for transportation services
offered by us; increases or rapid fluctuations in inflation, interest rates,
fuel prices, and fuel hedging; the availability and costs of attracting and
retaining qualified drivers and owner-operators; increases in insurance premiums
and deductible amounts, or changes in excess coverage, relating to accident,
cargo, workers' compensation, health, and other claims; the resale value of used
equipment and prices of new equipment; seasonal factors such as harsh weather
conditions that increase operating costs; regulatory requirements that increase
costs and decrease efficiency, including new emissions standards and
hours-of-service regulations; changes in management; and the ability to
negotiate, consummate, and integrate acquisitions. Readers should review and
consider the various disclosures made by us in our press releases, stockholder
reports, and public filings, as well as the factors explained in greater detail
in our annual report on Form 10-K.
Our fiscal year ends on December 31 of each year. Thus, this report
discusses the first quarter of our 2004 and 2005 fiscal years.
We generate substantially all of our revenue by transporting freight for
our customers. Generally, we are paid by the mile for our services. We also
derive revenue from fuel surcharges, loading and unloading activities, equipment
detention, and other accessorial services. The main factors that affect our
revenue are the revenue per mile we receive from our customers, the percentage
of miles for which we are compensated, and the number of miles we generate with
our equipment. These factors relate, among other things, to the United States
economy, inventory levels, the level of capacity in the trucking industry,
specific customer demand, and driver availability. We monitor our revenue
production primarily through average revenue per tractor per week.
During the first quarter of 2005, our average revenue per tractor per week
(excluding fuel surcharge, brokerage, and other revenues) increased to $2,672
from $2,568 in the first quarter of 2004, reflecting an 8.6% increase in our
average revenue per loaded mile. We are encouraged by this improvement and by
the fact that weighted average tractors increased 3.2% to 1,231 in the 2005
quarter from 1,193 in the 2004 quarter.
The main factors that impact our profitability on the expense side are the
variable costs of transporting freight for our customers. These costs include
fuel expense, driver-related expenses, such as wages, benefits, training, and
recruitment, and independent contractor costs, which are recorded under
purchased transportation. Expenses that have both fixed and variable components
include maintenance and tire expense and our total cost of insurance and claims.
These expenses generally vary with the miles we travel, but also have a
controllable component based on safety, fleet age, efficiency, and other
factors. Our main fixed costs are the acquisition and financing of long-term
assets, such as revenue equipment and the compensation of non-driver personnel.
Effectively controlling our expenses has been a key component of our profit
improvement plan.
For the three months ended March 31, 2005, operating revenue increased
14.0% to $49.7 million from $43.6 million during the same quarter in 2004. Net
earnings was $503,000, or $0.10 per basic and diluted share, compared with net
earnings of $335,000, or $0.07 per basic and diluted share, during the 2004
quarter. However, during the first quarter of 2004 we recorded $727,000 of
income from life insurance. This non operating income is tax exempt and added
$0.15 to our quarterly earnings per share for the first quarter of 2004. This is
a one time event that did not recur in 2005. Without these life insurance
proceeds, our net loss would have been $392,000, or ($0.08) per basic and
diluted share, during the 2004 quarter, compared with net earnings of $503,000,
or $0.10 per basic and diluted share, during the 2005
10
quarter. Our net loss and loss per share as adjusted to exclude the life
insurance proceeds are not in accordance with, or an alternative for, generally
accepted accounting principles. We believe that the presentation of net loss and
the related per share amount excluding the one-time effect of these life
insurance proceeds provides useful information to investors regarding business
trends relating to our financial condition and results of ongoing operations.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationship of certain
items to revenue for the three months ended March 31, 2004 and 2005:
THREE MONTHS ENDED
MARCH 31,
------------------
2004 2005
----- -----
Operating revenue................................ 100.0% 100.0%
Operating expenses:
Purchased transportation................ 32.3 32.9
Compensation and employee benefits...... 31.1 27.5
Fuel, supplies, and maintenance......... 19.9 22.3
Insurance and claims.................... 3.1 4.0
Taxes and licenses...................... 2.0 1.8
General and administrative.............. 3.9 3.9
Communication and utilities............. 0.8 0.7
Depreciation and amortization........... 7.3 4.3
----- -----
Total operating expenses................ 100.4 97.3
----- -----
(Loss) earnings from operations.................. (0.4) 2.7
Interest expense, net........................ (0.9) (0.7)
Life insurance proceeds...................... 1.7 -
----- -----
Earnings before income taxes..................... 0.4 2.0
Income tax (benefit) expense................. (0.4) 1.0
----- -----
Net earnings..................................... 0.8% 1.0%
===== =====
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2005, WITH THREE MONTHS ENDED MARCH
31, 2004.
Operating revenue increased $6.1 million (14.0%) to $49.7 million in the
2005 quarter from $43.6 million in the 2004 quarter. The increase in operating
revenue resulted from increased average operating revenue per tractor per week
and a 3.2% increase in our weighted average tractors.
Average operating revenue per tractor per week, one measure of asset
productivity, increased significantly to $3,107 in the 2005 quarter from $2,811
in the 2004 quarter. Operating revenue includes revenue from operating our
trucks as well as other, more volatile revenue items, including fuel surcharge,
brokerage, and other revenue. We believe the analysis of tractor productivity is
more meaningful if fuel surcharge, brokerage, and other revenue are excluded
from the computation as this provides useful information to investors regarding
business trends relating to our financial condition and results of ongoing
operations. Average revenue per tractor per week (excluding fuel surcharge,
brokerage, and other revenue) increased to $2,672 in the 2005 quarter from
$2,568 in the 2004 quarter, primarily due to improvements in our freight rates.
Revenue per loaded mile (excluding fuel surcharge, brokerage, and other revenue)
increased $0.12 to $1.52 in the 2005 quarter from $1.40 in the 2004 quarter,
reflecting improved lane and customer selection, increased trucking demand, and
improved general economic conditions. Fuel surcharge revenue increased $3.1
million to $4.9 million in the 2005 quarter from $1.8 million in the 2004
quarter. During the first quarter of 2005 and 2004, approximately $2.9 million
and $1.2 million, respectively, of the fuel surcharge revenue collected helped
to offset our fuel costs. The remainder was passed through to independent
contractors.
Our weighted average tractors increased to 1,231 in the 2005 quarter from
1,193 in the 2004 quarter.
Purchased transportation consists primarily of payments to independent
contractor providers of revenue equipment, expenses related to brokerage
activities, and payments under operating leases of revenue equipment. Purchased
transportation increased $2.3 million (16.3%) to $16.4 million in the 2005
quarter from $14.1 million in the 2004 quarter. As a percentage of revenue,
purchased transportation increased to 32.9% in the 2005 quarter from 32.3% in
the 2004 quarter. The changes reflect higher pay to independent contractors
resulting from increases in fuel surcharge
11
revenue and average revenue per billed mile and higher payments under operating
leases of revenue equipment. The percentage of total operating revenue provided
by independent contractors remained relatively constant at 35.1% in the 2005
quarter and 35.2% in the 2004 quarter. During the last half of 2004 we leased
117 new tractors under operating leases. Payments under operating leases, a
component of purchased transportation, increased $405,000, to $503,000 in the
2005 quarter from $98,000 in the 2004 quarter. If the leased tractors would have
been purchased, instead of leased, a similar amount of depreciation and interest
expense would have been incurred in lieu of purchased transportation expense.
Compensation and employee benefits increased $79,000 (0.6%) to $13.7
million in the 2005 quarter from $13.6 million in the 2004 quarter reflecting
increases in the number of company drivers and in their rate of pay, partially
offset by decreases in non-driver employee wages and worker's compensation
expense. As a percentage of revenue, compensation and employee benefits
decreased to 27.5% in the 2005 quarter from 31.1% in the 2004 quarter,
reflecting an increase in our revenue per loaded mile and fuel surcharge
revenue, which increases revenue without a proportionate increase in wages, and
a $132,000 decrease in wages paid to non-driver employees. Our ratio of tractors
to non-driver employees, a key measure of administrative efficiency, has
improved to 4.97 during the 2005 quarter compared to 4.51 in the 2004 quarter.
The market for recruiting drivers continues to be challenging. We have increased
driver pay two times since the third quarter of 2004 and expect that further
increases will be necessary. Future increases in driver pay would negatively
impact our results of operations to the extent that corresponding freight rate
increases are not obtained.
Fuel, supplies, and maintenance increased $2.4 million (28.0%) to $11.1
million in the 2005 quarter from $8.7 million in the 2004 quarter. As a
percentage of revenue, fuel, supplies, and maintenance increased to 22.3% of
revenue in the 2005 quarter compared with 19.9% in the 2004 quarter. This
reflects higher fuel prices, partially offset by an increase in our average
revenue per loaded mile, which increases revenue without a corresponding
increase in maintenance costs. As expected, maintenance costs have stabilized as
we continue to update our fleet with new equipment. Fuel prices increased
approximately 30% to an average of $1.96 per gallon in the 2005 quarter from
$1.50 per gallon in the 2004 quarter. The $0.46 per gallon increase in fuel
prices was partially offset by a $0.36 per gallon ($1.7 million) increase in
fuel surcharge revenue attributable to company-owned tractors that is included
in operating revenue, mitigating 79% of the increase in fuel prices.
Insurance and claims increased $675,000 (50.6%) to $2.0 million in the
2005 quarter from $1.3 million in the 2004 quarter. As a percentage of revenue,
insurance and claims increased to 4.0% of revenue in the 2005 quarter compared
with 3.1% in the 2004 quarter, reflecting higher auto liability and cargo
claims. Additionally, on February 1, 2005 we reinstated excess insurance
coverage that we had discontinued in July 2003. The additional insurance, which
increases our per claim coverage from $2.0 million to $5.0 million, added
$218,000 to our insurance and claims expense during the first quarter of 2005.
Claims that exceed the limits of our insurance coverage, or claims for which
coverage is not provided, may cause our financial condition and results of
operations to suffer a materially adverse effect. The insurance policies are
scheduled for renewal on July 1, 2005.
Taxes and licenses decreased $8,000 (0.9%) to $873,000 in the 2005 quarter
from $881,000 in the 2004 quarter. The increase in the number of company-owned
tractors subject to annual license and permit costs was offset by a decrease in
permits and other taxes. As a percentage of revenue, taxes and licenses
decreased to 1.8% of revenue in the 2005 quarter compared with 2.0% of revenue
in the 2004 quarter, reflecting an increase in our average revenue per loaded
mile and fuel surcharge revenue, which increases revenue without a proportionate
increase in taxes and licenses.
General and administrative expenses increased $220,000 (12.8%) to $1.9
million in the 2005 quarter from $1.7 million in the 2004 quarter, reflecting
increased professional fees related to Sarbanes-Oxley compliance efforts and
increased advertising expense necessary for driver recruitment. As a percentage
of revenue, general and administrative expenses remained constant at 3.9% in the
2005 and 2004 quarters.
Communications and utilities decreased $35,000 (9.6%) to $331,000 in the
2005 quarter from $366,000 in the 2004 quarter. As a percentage of revenue,
communications and utilities decreased to 0.7% of revenue in the 2005 quarter
from 0.8% of revenue in the 2004 quarter, reflecting an increase in our average
revenue per loaded mile and fuel surcharge revenue which increases revenue,
without a proportionate increase in communications and utilities expenses.
Depreciation and amortization decreased $1.0 million (32.7%) to $2.1
million in the 2005 quarter from $3.2 million in the 2004 quarter. In accordance
with industry practices, the gain or loss on retirement, sale, or write-down of
equipment is included in depreciation and amortization. In the 2005 and 2004
quarter, depreciation and amortization included net gains from the sale of
equipment of $540,000 and $115,000, respectively. Additionally, during the last
half
12
of 2004 we leased 117 new tractors under operating leases. Payments under
operating leases are a component of purchased transportation. If the leased
tractors would have been purchased, instead of leased, approximately $377,000 of
depreciation expense would have been incurred in lieu of purchased
transportation expense. Finally, some of our older equipment still generates
revenue but is no longer being depreciated. As a percentage of revenue,
depreciation and amortization decreased to 4.3% of revenue in the 2005 quarter
compared with 7.3% in the 2004 quarter, reflecting the changes described above
and an increase in our average revenue per loaded mile and fuel surcharge
revenue which increases revenue without a proportionate increase in depreciation
expense. In the short-term, we expect that the presence of older equipment that
is not being depreciated will more than offset increases in depreciation
resulting from the addition of new equipment to our fleet. Over the long-term,
as we continue to upgrade our equipment fleet, we expect depreciation expense to
increase.
Interest expense, net, decreased $33,000 (8.9%) to $336,000 in the 2005
quarter from $369,000 in the 2005 quarter. This decrease was attributable to
lower average debt outstanding, partially offset by higher interest rates. As a
percentage of revenue, interest expense, net, decreased to 0.7% of revenue in
the 2005 quarter compared with 0.9% in the 2004 quarter.
During the first quarter of 2004, we recorded $727,000 of income from life
insurance proceeds. This non-operating income was tax exempt and added $0.15 to
our quarterly earnings per share for the first quarter of 2004. This one time
event did not recur in 2005 and will not recur in the future.
As a result of the foregoing, our pre-tax margin increased to 2.0% in the
2005 quarter from 0.4% in the 2004 quarter.
Our income tax expense in the 2005 quarter was $487,000, or 49.2% of
earnings before income taxes. Our income tax benefit in the 2004 quarter was
$173,000, or 30.6% of loss before life insurance proceeds and income taxes. In
both years, the effective tax rate is different from the expected combined tax
rate for a company headquartered in Iowa because of the cost of nondeductible
driver per diem expense absorbed by us. The impact of paying per diem travel
expenses varies depending upon the ratio of drivers to independent contractors
and the level of our pre-tax loss.
As a result of the factors described above, net earnings were $503,000 in
the 2005 quarter (1.0% of revenue), compared with $335,000 in the 2004 quarter
(0.8% of revenue). Without the life insurance proceeds, our net loss would have
been $392,000 (0.1% of revenue) in the 2004 quarter.
LIQUIDITY AND CAPITAL RESOURCES
USES AND SOURCES OF CASH
We require cash to fund working capital requirements and to service our
debt. We have historically financed acquisitions of new equipment with
borrowings under installment notes payable to commercial lending institutions
and equipment manufacturers, borrowings under lines of credit, cash flow from
operations, and equipment leases from third-party lessors. We also have obtained
a portion of our revenue equipment fleet from independent contractors who own
and operate the equipment, which reduces overall capital expenditure
requirements compared with providing a fleet of entirely company-owned
equipment.
Our primary sources of liquidity have been funds provided by operations
and borrowings under credit arrangements with commercial lending institutions
and equipment manufacturers. We are experiencing improved cash flow as we have
returned to profitability. At March 31, 2005, we had $4.1 million in cash and
adequate borrowing availability on our line of credit to finance any near-term
needs for working capital. We purchased 20 new tractors and 75 new trailers
during the first quarter of 2005 and plan to purchase 195 new tractors and 205
new trailers throughout the remainder of 2005, allowing for the replacement of
older, high mileage tractors and trailers.
At March 31, 2005, we had positive working capital of $3.5 million
compared to negative working capital of $2.3 million at March 31, 2004. Working
capital, defined as current assets minus current liabilities, is not always
fully representative of our liquidity position because cash and trade
receivables account for a large portion of our current assets. Our trade
accounts receivable are generally collected within 32 days. Alternatively,
current maturities of long term debt, a large portion of our current
liabilities, are paid over one year. For this reason, a negative working capital
position does not always represent liquidity problems for our company.
13
Our ability to fund cash requirements in future periods will depend on our
ability to comply with covenants contained in financing arrangements and the
availability of other financing options, as well as our financial condition and
results of operations. Our financial condition and results of operations will
depend on insurance and claims experience, general shipping demand by our
customers, fuel prices, the availability of drivers and independent contractors,
continued success in implementing our profit improvement plan, and other
factors.
Although there can be no assurance, we believe that cash generated by
operations and available sources of financing for acquisitions of revenue
equipment will be adequate to meet our currently anticipated working capital
requirements and other cash needs through March 2006. We will require additional
sources of financing over the long-term to upgrade our tractor and trailer
fleets. To the extent that actual results or events differ from our financial
projections or business plans, our liquidity may be adversely affected and we
may be unable to meet our financial covenants. Specifically, our short- and
long-term liquidity may be adversely affected by one or more of the following
factors: costs associated with insurance and claims; weak freight demand or a
loss in customer relationships or volume; the impact of new hours-of-service
regulations on asset productivity; the ability to attract and retain sufficient
numbers of qualified drivers and independent contractors; elevated fuel prices
and the ability to collect fuel surcharges; inability to maintain compliance
with, or negotiate amendments to, loan covenants; the ability to finance the
tractors and trailers delivered and scheduled for delivery; and the possibility
of shortened payment terms by our suppliers and vendors worried about our
ability to meet payment obligations. Based upon our improving results,
anticipated future cash flows, current availability under the financing
arrangement with LaSalle Bank, and sources of equipment financing that are
available, we do not expect to experience significant liquidity constraints in
the foreseeable future. To the extent that actual results or events differ from
our financial projections or business plans, our liquidity may be adversely
affected and we may be unable to meet our financial covenants. In such event, we
believe we could renegotiate the terms of our debt or that alternative financing
would be available, although this cannot be assured.
Net cash provided by operating activities was $1.2 million for the three
months ended March 31, 2005, compared to $1.5 million for the three months ended
March 31, 2004, reflecting improved operating results and cash flow from life
insurance proceeds in the 2004 quarter that did not recur in the 2005 quarter.
Historically, our principal use of cash from operations is to service debt and
to internally finance acquisitions of revenue equipment. Total receivables
increased $2.1 million for the three months ended March 31, 2005. The average
age of our trade accounts receivable was approximately 33.0 days in the 2004
period and 31.9 days in the 2005 period.
Net cash provided by investing activities was $771,000 for the three
months ended March 31, 2005. This related primarily to proceeds from the sale of
revenue equipment.
Net cash used in financing activities was $3.0 million for the three
months ended March 31, 2005, consisting primarily of net payments of principal
under our long-term debt agreements.
We have a financing arrangement with LaSalle Bank, which expires on
January 1, 2010, and provides for automatic month-to-month renewals under
certain conditions after that date. LaSalle may terminate the arrangement prior
to January 1, 2010, in the event of default, as discussed below, and may
terminate at the end of any renewal term.
Since the beginning of 2005, the financing arrangement has been amended to
reduce the rate of interest and facilities fee charged pursuant to the agreement
and to extend the term of the agreement. The arrangement provides for a term
loan, a revolving line of credit, a capital expenditure loan, and financing for
letters of credit. The combination of all loans with LaSalle Bank cannot exceed
the lesser of $20 million or a specified borrowing base.
At March 31, 2005, the term loan had a principal balance of $4.3 million,
payable in 33 remaining equal monthly principal installments of $131,000. The
revolving line of credit allows for borrowing up to 85 percent of eligible
receivables. At March 31, 2005, total borrowings under the revolving line were
$0. The capital expenditure loan allows for borrowing up to 80 percent of the
purchase price of revenue equipment purchased with these advances, provided
borrowings under the capital expenditure loan are limited to $2.0 million
annually, and $4.0 million over the term of the arrangement. At March 31, 2005,
the amount owed under capital expenditure loans was $679,000, payable in equal
monthly installments of $18,000 in principal. At March 31, 2005, we had
outstanding letters of credit totaling $7.7 million for self-insured amounts
under our insurance programs. These letters of credit directly reduce the amount
of potential borrowings available under the financing arrangement. Any increase
in self-insured retention, as well as increases in claim reserves, may require
additional letters of credit to be posted, which would negatively affect our
liquidity. At March 31, 2005, our borrowing limit under the financing
arrangement was $18.6 million, leaving approximately $5.9 million in remaining
availability at such date.
14
We are required to pay a facility fee on the LaSalle financing arrangement
of .20% of the maximum loan limit ($20 million). Borrowings under the
arrangement are secured by liens on revenue equipment, accounts receivable, and
certain other assets. The interest rate on outstanding borrowings under the
arrangement is equal to a spread on LaSalle's prime rate or LIBOR, at our
option. The spread is determined by our ratio of funded debt to EBITDA, as
defined under the agreement.
The LaSalle financing arrangement requires compliance with certain
financial covenants, including compliance with a minimum tangible net worth,
capital expenditure limits, and a fixed charge coverage ratio. We were in
compliance with these covenants at March 31, 2005. We believe we will maintain
compliance with all covenants for the foreseeable future, although there can be
no assurance that the required financial performance will be achieved. In
addition, equipment financing provided by a manufacturer contains a minimum
tangible net worth requirement. We were in compliance with the required minimum
tangible net worth requirement for March 31, 2005 and we expect to remain in
compliance for the foreseeable future. If we fail to maintain compliance with
these financial covenants, or to obtain a waiver of any noncompliance, the
lenders will have the right to declare all sums immediately due and pursue other
remedies. In this event, we believe we could renegotiate the terms of our debt
or that alternative financing would be available, although this cannot be
assured. As of the filing date, we were in compliance with all financial
covenants.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following tables set forth our contractual obligations and other
commercial commitments as of March 31, 2005:
PAYMENTS (IN THOUSANDS) DUE BY PERIOD
Less than After
Contractual Obligations Total One year 1-3 years 3-5 years 5 years
- --------------------------- --------- --------- --------- --------- -------
Long-term debt $ 29,559 $ 8,613 $ 14,625 $ 5,991 $ 330
Operating lease obligations 7,194 1,989 3,974 1,192 39
Purchase obligations 3,711 3,711 - - -
--------- --------- --------- --------- -------
Total $ 40,464 $ 14,313 $ 18,599 $ 7,183 $ 369
========= ========= ========= ========= =======
In our normal course of business we place orders with equipment
manufacturers for future delivery of new tractors and trailers. The orders for
trailers can be cancelled at any time without penalty prior to taking delivery.
The orders for tractors can be cancelled without penalty at any time up to 60
days prior to production of the tractor. If the termination occurs less than 60
days, but more than 45 days prior to production, we retain the right to cancel
subject to a per truck penalty of $500. Orders generally cannot be cancelled
within 45 days prior to production. At March 31, 2005, we had commercial
commitments of approximately $3.7 million, related to tractor orders that cannot
be cancelled, financing for which has been prearranged.
Approximately 64% of our long-term debt carries a variable interest rate
making reliable estimates of future interest payments difficult. Using our
weighted average interest rate of 5.26% as of March 31, 2005, the following
approximately represents our expected obligations for future interest payments:
PAYMENTS (IN THOUSANDS) DUE BY PERIOD
Less than After
Total One year 1-3 years 3-5 years 5 years
--------- --------- --------- --------- -------
Total interest payments $ 3,063 $ 1,328 $ 1,417 $ 309 $ 9
========= ========= ========= ========= =======
We had no other commercial commitments at March 31, 2005.
15
OFF-BALANCE SHEET ARRANGEMENTS
Our liquidity is not materially affected by off-balance sheet
transactions. During the last six months of 2004 we leased 117 new tractors
under operating leases. These new leases increase equipment rent expense, a
component of purchased transportation expense, rather than depreciation and
interest expense. These obligations are included in our schedule of contractual
obligations, and exclude potential Terminal Remainder Adjustment Clause (TRAC)
payments or refunds on 117 tractors amounting to 40% of the original purchase
price due at the end of the original 48 month term of the lease. After 48
months, we expect the residual value of the tractors to be greater than 40% of
the original cost, allowing us to return the tractors without penalty.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make decisions based upon estimates, assumptions, and factors we consider as
relevant to the circumstances. Such decisions include the selection of
applicable accounting principles and the use of judgment in their application,
the results of which impact reported amounts and disclosures. Changes in future
economic conditions or other business circumstances may affect the outcomes of
our estimates and assumptions. Accordingly, actual results could differ from
those anticipated. A summary of the significant accounting policies followed in
preparation of the financial statements included in this Form 10-Q is contained
in Note 1 of the consolidated financial statements included in our Form 10-K for
the year ended December 31, 2004. Other footnotes in the Form 10-K describe
various elements of the financial statements included in this Form 10-Q and the
assumptions on which specific amounts were determined.
Our critical accounting policies include the following:
REVENUE RECOGNITION
We generally recognize operating revenue when the freight to be
transported has been loaded. We operate primarily in the short-to-medium length
haul category of the trucking industry; therefore, our typical customer delivery
is completed one day after pickup. Accordingly, this method of revenue
recognition is not materially different from recognizing revenue based on
completion of delivery. We recognize operating revenue when the freight is
delivered for longer haul loads where delivery is completed more than one day
after pickup. Amounts payable to independent contractors for purchased
transportation, to company drivers for wages, and other direct expenses are
accrued when the related revenue is recognized.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation is provided by
use of the straight-line and declining-balance methods over lives of 5 to 39
years for buildings and improvements, 5 years for tractors, 7 years for
trailers, and 3 to 10 years for other equipment. Tires purchased as part of
revenue equipment are capitalized as a cost of the equipment. Replacement tires
are expensed when placed in service. Expenditures for maintenance and minor
repairs are charged to operations, and expenditures for major replacements and
betterments are capitalized. The cost and related accumulated depreciation on
property and equipment retired, traded, or sold are eliminated from the property
accounts at the time of retirement, trade, or sale. The gain or loss on
retirement or sale is included in depreciation and amortization in the
consolidated statements of operation. Gains on trade-ins are included in the
basis of the new asset. Judgments concerning salvage values and useful lives can
have a significant impact.
ESTIMATED LIABILITY FOR INSURANCE CLAIMS
Losses resulting from auto liability, physical damage, workers'
compensation, and cargo loss and damage are covered by insurance subject to
certain self-retention levels. Losses resulting from uninsured claims are
recognized when such losses are incurred. We estimate and accrue a liability for
our share of ultimate settlements using all available information. We accrue for
claims reported, as well as for claims incurred but not reported, based upon our
past experience. Expenses depend on actual loss experience and changes in
estimates of settlement amounts for open claims that have not been fully
resolved. However, final settlement of these claims could differ materially from
the amounts we have accrued at year-end. Our judgment concerning the ultimate
cost of claims and modification of initial reserved amounts is an important part
of establishing claims reserves, and is of increasing significance with higher
self-insured retention and lack of excess coverage.
16
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net undiscounted cash
flows expected to be generated by the asset. Our judgment concerning future cash
flows is an important part of this determination. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less the costs to sell.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of market risks, most importantly the effects
of the price and availability of diesel fuel and changes in interest rates.
Commodity Price Risk
Our operations are heavily dependent upon the use of diesel fuel. The
price and availability of diesel fuel can vary and are subject to political,
economic, and market factors that are beyond our control. Significant increases
in diesel fuel prices could materially and adversely affect our results of
operations and financial condition.
We presently use fuel surcharges to address the risk of increasing fuel
prices. We believe these fuel surcharges are an effective means of mitigating
the risk of increasing fuel prices, although the competitive nature of our
industry prevents us from recovering the full amount of fuel price increases
through the use of such surcharges.
In the past, we have used derivative instruments, including heating oil
price swap agreements, to reduce a portion of our exposure to fuel price
fluctuations. Since 2000 we have had no such agreements in place. We do not
trade in such derivatives with the objective of earning financial gains on price
fluctuations.
Interest Rate Risk
We also are exposed to market risks from changes in certain interest rates
on our debt. Our financing arrangement with LaSalle Bank carries a variable
interest rate equal to a spread on LaSalle's prime rate or LIBOR, at our option.
The spread is determined by our ratio of funded debt to EBITDA, as defined under
the agreement. In addition, approximately $14.0 million of our other debt
carries variable interest rates. This variable interest exposes us to the risk
that interest rates may rise. Assuming borrowing levels at March 31, 2005, a
one-point increase in the prime rate would increase interest expense by
approximately $190,000. The remainder of our other debt carries fixed interest
rates. At March 31, 2005, approximately 64% of our debt carries a variable
interest rate and the remainder is fixed.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we have carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report.
This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and our Chief Financial
Officer. Based upon that evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of March 31, 2005. During our first fiscal quarter, there were no
changes in our internal control over financial reporting that have materially
affected, or that are reasonably likely to materially affect, our internal
control over financial reporting. We intend to periodically evaluate our
disclosure controls and procedures as required by the Exchange Act rules.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
disclosures.
17
We have confidence in our internal controls and procedures. Nevertheless,
our management, including our Chief Executive Officer and our Chief Financial
Officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all errors or intentional fraud. An internal
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the internal controls
are met. Further, the design of an internal control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
internal control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within our
company have been detected.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No reportable events or material changes occurred during the quarter for
which this report is filed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (2)
10 Form of Change-in-Control Agreement with G. Larry Owens, Douglas C.
Sandvig and Chad A. Johnson + *
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by G.
Larry Owens, the Registrant's principal executive officer *
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
Douglas C. Sandvig, the Registrant's principal financial officer *
- ---------------------
(1) Incorporated by reference to the same numbered exhibit to our Registration
Statement on Form S-1, Registration No. 33-90356, effective June 27, 1996.
(2) Incorporated by reference to the same numbered exhibit to our Annual Report
on Form 10-K for the year ended December 31, 2003.
+ Management compensatory plan or arrangement.
* Filed herewith.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SMITHWAY MOTOR XPRESS CORP.
Date: May 11, 2005 By: /s/ Douglas C. Sandvig
-------------------------------
Douglas C. Sandvig
Senior Vice President, Treasurer,
and Chief Financial Officer, in his capacity
as such and on behalf of the issuer
20
Exhibit Index
Exhibit Method of
Number Description Filing
- ------ ------------------------------------------------------------------------- ------------
3.1 Articles of Incorporation Incorporated
by reference
3.2 Amended and Restated Bylaws (as in effect on March 5, 2004) Incorporated
by reference
10 Form of Change-in-Control Agreement with G. Larry Owens, Douglas C. Filed
Sandvig and Chad A. Johnson herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer Filed
herewith
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer Filed
Herewith
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Filed
Section 906 of the Sarbanes-Oxley Act of 2002, by G. Larry Owens, the herewith
Registrant's principal executive officer
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Filed
Section 906 of the Sarbanes-Oxley Act of 2002, by Douglas C. Sandvig, the herewith
Registrant's principal financial officer