SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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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, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-20793
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 number)
incorporation or organization)
2031 Quail Avenue
Fort Dodge, Iowa 50501
(515) 576-7418
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive office)
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 the filing
requirements for at least the past 90 days.
YES X NO_____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (April 30, 2001).
Class A Common Stock, $.01 par value: 3,849,980 shares
Class B Common Stock, $.01 par value: 1,000,000 shares
Exhibit Index is on Page 14-15.
Page 1
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
Item 1. Financial Statements.......................................... 3-8
Condensed Consolidated Balance Sheets as of December 31, 2000 and
March 31, 2001 (unaudited).............................. 3-4
Condensed Consolidated Statements of Earnings for the three months
ended March 31, 2000 and 2001 (unaudited). ............... 5
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 2001 (unaudited)................ 6-7
Notes to Condensed Consolidated Financial Statements
(unaudited).............................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................... 9-12
Item 3. Quantitative and Qualitative Disclosures About Market Risks.... 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings................................................ 13
Item 2. Changes in Securities and Use of Proceeds........................ 13
Item 3. Defaults Upon Senior Securities.................................. 13
Item 4. Submission of Matters to a Vote of Security Holders.............. 13
Item 5. Other Information................................................ 13
Item 6. Exhibits and Reports on Form 8-K............................... 14-15
Page 2
PART I
FINANCIAL INFORMATION
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, March 31,
2000 2001
------------------ ------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents..................................................$ 349 $ 795
Receivables:
Trade................................................................... 17,832 19,891
Other................................................................... 1,310 2,057
Recoverable income taxes................................................ 17 26
Inventories................................................................ 1,586 1,601
Deposits, primarily with insurers.......................................... 160 138
Prepaid expenses........................................................... 910 1,859
Deferred income taxes...................................................... 1,384 1,405
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Total current assets................................................. 23,548 27,772
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Property and equipment:
Land....................................................................... 1,412 1,548
Buildings and improvements................................................. 7,006 7,133
Tractors................................................................... 77,098 77,290
Trailers................................................................... 43,167 45,285
Other equipment............................................................ 7,497 7,740
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136,180 138,996
Less accumulated depreciation.............................................. 49,432 53,538
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Net property and equipment........................................... 86,748 85,458
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Intangible assets, net........................................................ 5,191 5,284
Other assets.................................................................. 341 366
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$ 115,828 $ 118,880
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See accompanying notes to condensed consolidated financial statements. Page 3
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, March 31,
2000 2001
------------------ ------------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.......................................$ 8,636 $ 9,687
Accounts payable........................................................... 5,669 7,042
Accrued compensation....................................................... 2,505 3,112
Accrued loss reserves...................................................... 2,344 2,497
Other accrued expenses..................................................... 1,094 1,034
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Total current liabilities............................................ 20,248 23,372
Long-term debt, less current maturities....................................... 43,698 45,694
Deferred income taxes......................................................... 14,649 14,011
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Total liabilities.................................................... 78,595 83,077
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Stockholders' equity:
Preferred stock............................................................ - -
Common stock:
Class A................................................................. 40 40
Class B................................................................. 10 10
Additional paid-in capital................................................. 11,396 11,394
Retained earnings.......................................................... 26,053 24,765
Reacquired shares, at cost................................................. (266) (406)
------------------ ------------------
Total stockholders' equity........................................... 37,233 35,803
------------------ ------------------
$ 115,828 $ 118,880
================== ==================
See accompanying notes to condensed consolidated financial statements. Page 4
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except share and per share data)
(Unaudited)
Three months ended
March 31,
2000 2001
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Operating revenue:
Freight......................................................................$ 50,579 $ 47,230
Other........................................................................ 169 149
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Operating revenue........................................................ 50,748 47,379
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Operating expenses:
Purchased transportation..................................................... 19,974 17,579
Compensation and employee benefits........................................... 13,309 13,360
Fuel, supplies, and maintenance.............................................. 7,264 8,615
Insurance and claims......................................................... 798 984
Taxes and licenses........................................................... 918 886
General and administrative................................................... 1,891 1,989
Communications and utilities................................................. 526 561
Depreciation and amortization................................................ 4,549 4,532
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Total operating expenses................................................. 49,229 48,506
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Earnings (loss) from operations..................................... 1,519 (1,127)
Financial (expense) income
Interest expense............................................................. (1,015) (860)
Interest income.............................................................. 17 12
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Earnings (loss) before income taxes................................. 521 (1,975)
Income taxes (benefit)........................................................... 283 (687)
-------------- --------------
Net earnings (loss).................................................$ 238 $ (1,288)
============== ==============
Basic and diluted earnings (loss) per common share...............................$ 0.05 $ (0.26)
============== ==============
Basic weighted average common shares outstanding................................. 5,020,464 4,875,503
Common stock options and awards.............................................. - -
-------------- --------------
Diluted weighted average common shares outstanding............................... 5,020,464 4,875,503
============== ==============
See accompanying notes to condensed consolidated financial statements. Page 5
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
------------------------------
2000 2001
-------------- ---------------
Cash flows from operating activities:
Net earnings (loss)................................................................$ 238 $ (1,288)
-------------- ---------------
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization.................................................... 4,549 4,532
Deferred income taxes............................................................ 264 (659)
Stock bonuses.................................................................... 58 9
Changes in:
Receivables.................................................................... (4,145) (2,702)
Inventories.................................................................... (19) (11)
Deposits, primarily with insurers.............................................. 38 22
Prepaid expenses............................................................... (1,113) (838)
Accounts payable and other accrued liabilities................................. 2,536 2,066
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Total adjustments............................................................. 2,168 2,419
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Net cash provided by operating activities..................................... 2,406 1,131
-------------- ---------------
Cash flows from investing activities:
Payments for acquisitions.......................................................... - (2,678)
Purchase of property and equipment................................................. (1,328) (1,215)
Proceeds from the sale of property and equipment................................... 200 431
Other ............................................................................. (6) (25)
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Net cash used in investing activities......................................... (1,134) (3,487)
-------------- ---------------
Cash flows from financing activities:
Proceeds from long-term debt....................................................... 5,700 7,500
Principal payments on long-term debt............................................... (7,326) (4,547)
Payments for reacquired shares..................................................... (160) (151)
-------------- ---------------
Net cash (used in) provided by financing activities........................... (1,786) 2,802
-------------- ---------------
Net (decrease) increase in cash and cash equivalents.......................... (514) 446
Cash and cash equivalents at beginning of period..................................... 685 349
-------------- ---------------
Cash and cash equivalents at end of period...........................................$ 171 $ 795
============== ===============
See accompanying notes to condensed consolidated financial statements. Page 6
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(Unaudited)
(Dollars in thousands)
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest......................................................................$ 851 $ 899
Income tax.................................................................... (812) (18)
============== ===============
Supplemental schedules of noncash investing and financing activities:
Notes payable issued for tractors and trailers................................$ 1,755 $ 94
Issuance of stock bonuses..................................................... 58 10
============== ===============
Cash payments for acquisitions:
Revenue equipment............................................................. - 2,088
Intangible assets............................................................. - 250
Other assets (net)............................................................ - 340
- 2,678
============== ===============
See accompanying notes to condensed consolidated financial statements. Page 7
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
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. 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 the opinion of management,
the accompanying condensed consolidated financial statements include all
adjustments which 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, 2000
Condensed Consolidated Balance Sheet was derived from the audited balance
sheet of the Company 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 the Company's Form 10-K for the year ended December 31, 2000.
Results of operations in interim periods are not necessarily indicative of
results to be expected for a full year.
Note 2. Effect of New Accounting Standards
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," became effective for the
Company for the year beginning January 1, 2001. Management has conducted a
review of the Company's operations and believes the options and futures
contracts used to hedge fuel costs are the only derivative instruments
which require valuation in the financial statements under the provisions of
SFAS 133. The Company did not have any options or futures contracts in
place at January 1, 2001, or any transactions during the quarter, and thus
there is no effect on the financial statements from the adoption of the
pronouncement.
Page 8
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 "believe," "may," "could," "expects," "likely," variations of
these words, and similar expressions, are intended to identify such
forward-looking statements. The Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 for all forward-looking statements. The Company's actual
results could differ materially from those discussed herein. Without limitation,
factors that could cause or contribute to such differences include economic
recessions or downturns in customers' business cycles, excessive increases in
capacity within truckload markets, decreased demand for transportation services
offered by the Company, rapid inflation, fuel prices and fuel hedging, increases
in interest rates, the availability and compensation of qualified drivers and
owner-operators, the resale value of used equipment, and the ability to
negotiate, consummate, and integrate acquisitions.
The Company's fiscal year ends on December 31 of each year. Thus, this
report discusses the first quarter of the Company's 2000 and 2001 fiscal years.
For the three months ended March 31, 2001, operating revenue decreased 6.6%
to $47.4 million from $50.7 million during the same quarter in 2000. Net loss
was $1.3 million, or ($0.26) per diluted share, compared with net earnings of
$238,000 or $0.05 per diluted share, during the 2000 quarter.
The Company operates a tractor-trailer fleet comprised of both
Company-owned vehicles and vehicles obtained under leases from independent
contractors and third-party finance companies. Fluctuations among expense
categories may occur as a result of changes in the relative percentage of the
fleet obtained through equipment that is owned versus equipment that is leased
from independent contractors or financing sources. Costs associated with revenue
equipment acquired under operating leases or through agreements with independent
contractors are expensed as "purchased transportation." For these categories of
equipment the Company does not incur costs such as interest and depreciation as
it might with owned equipment. In addition, independent contractor tractors,
driver compensation, fuel, communications, and certain other expenses are borne
by the independent contractors and are not incurred by the Company. Obtaining
equipment from independent contractors and under operating leases reduces
capital expenditures and on-balance sheet leverage and effectively shifts
expenses from interest to "above the line" operating expenses. The fleet profile
of acquired companies and the Company's relative recruiting and retention
success with Company-employed drivers and independent contractors will cause
fluctuations from time-to-time in the percentage of the Company's fleet that is
owned versus obtained from independent contractors and under operating leases.
Page 9
Results of Operations
The following table sets forth the percentage relationship of certain items
to operating revenue for the three months ended March 31, 2000 and 2001:
Three Months Ended
March 31,
2000 2001
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Operating revenue..................................... 100.0% 100.0%
Operating expenses
Purchased transportation......................... 39.4 37.1
Compensation and employee benefits............... 26.2 28.2
Fuel, supplies, and maintenance.................. 14.3 18.2
Insurance and claims............................. 1.6 2.1
Taxes and licenses............................... 1.8 1.9
General and administrative....................... 3.7 4.2
Communications and utilities..................... 1.0 1.2
Depreciation and amortization.................... 9.0 9.6
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Total operating expenses....................... 97.0 102.4
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Earnings (loss) from operations.................... 3.0 (2.4)
Interest expense (net)............................. (2.0) (1.8)
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Earnings (loss) before income taxes................ 1.0 (4.2)
Income taxes (benefit)............................. 0.6 (1.5)
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Net earnings (loss)............................... 0.5% (2.7)%
=========== ===========
Comparison of three months ended March 31, 2001 with three months ended March
31, 2000
Operating revenue decreased $3.4 million (6.6%), to $47.4 million during
the 2001 quarter from $50.7 million during the 2000 quarter. Decreases in
average revenue per tractor per week and in the number of weighted average
tractors contributed to the decrease in operating revenue. Average revenue per
tractor per week (excluding revenue from brokerage operations and fuel
surcharges) decreased to $2,193 during the 2001 quarter from $2,323 during the
2000 quarter, caused by soft freight demand and harsh winter weather. Soft
freight demand caused a combination of fewer loads, higher non-revenue miles,
more layovers, and rate pressure, which led to a $.02 decrease in revenue per
loaded mile, net of surcharges, to $1.31 in the 2001 quarter from $1.33 in the
2000 quarter. The harsh winter weather contributed to the production problem by
increasing in-transit time and slowing the business activity of customers in our
core building materials group. Weighted average tractors decreased slightly to
1,501 during the 2001 quarter from 1,538 during the 2000 quarter, caused by a
reduction in tractors provided by independent contractors. A $586,000 increase
in fuel surcharge revenue to $1.9 million in the 2001 quarter from $1.3 million
in the 2000 quarter partially offset the other reductions in revenue. During the
2001 and 2000 quarter, approximately $1.0 million and $650,000, respectively, of
the fuel surcharge revenue collected helped to offset Company fuel costs. The
remaining fuel surcharge revenue was passed through to independent contractors.
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 decreased $2.4 million (12.0%), to $17.6 million in the 2001
quarter from $20.0 million in the 2000 quarter and decreased as a percentage of
revenue to 37.1% of revenue in the 2001 quarter from 39.4% in the 2000 quarter.
This reflects a decrease in the percentage of the Company's fleet supplied by
independent contractors, which was partially offset by an increase in the
percentage of revenue paid to the independent contractors for fuel surcharges.
Management believes the decline in independent contractors is attributable to
high fuel costs, rising interest rates, and high insurance costs, which have
diminished the pool of drivers interested in becoming or remaining independent
contractors.
Compensation and employee benefits increased $51,000 (0.4%), to $13.4
million in the 2001 quarter from $13.3 million in the 2000 quarter. As a
percentage of revenue, compensation and employee benefits increased to 28.2% of
revenue in the 2001 quarter from 26.2% in the 2000 quarter. The increase was
primarily attributable to the increase in the percentage of the Company's fleet
supplied by the Company-owned equipment and an increase in driver pay for non-
revenue miles and layovers.
Page 10
Fuel, supplies, and maintenance increased $1.4 million (18.6%), to $8.6
million in the 2001 quarter from $7.3 million in the 2000 quarter. As a
percentage of revenue, fuel, supplies, and maintenance increased to 18.2% of
revenue for the 2001 quarter compared with 14.3% for the 2000 quarter. This was
the result of an increase in the percentage of the Company's fleet supplied by
Company-owned equipment, an increase in maintenance and repairs costs resulting
from the harsh winter, and a 3% increase in average fuel prices, which increased
to $1.42 per gallon in the 2001 quarter from $1.38 per gallon in the 2000
quarter. Additionally, in the 2001 quarter there were no gains from fuel hedging
transactions compared to $346,000 in the 2000 quarter. The Company's fuel
hedging positions expired in June 2000. The increase in fuel, supplies, and
maintenance expense was partially offset by fuel surcharges attributable to
loads hauled by Company trucks, which increased $388,000 (59.7%), to $1.0
million in the 2001 quarter from $650,000 in the 2000 quarter. The Company is
attempting to recover increases in fuel prices through fuel surcharges and
higher rates, however, fuel price increases will not be fully offset through
these measures.
Insurance and claims increased $186,000 (23.3%), to $984,000 in the 2001
quarter from $798,000 in the 2000 quarter. As a percentage of revenue, insurance
and claims increased to 2.1% of revenue in the 2001 quarter compared with 1.6%
in the 2000 quarter. The increase was attributable to an increase in the
percentage of the Company's fleet supplied by Company-owned equipment, and an
increase in liability and physical damage claims paid and reserved. Certain of
the Company's insurance policies are due for renewal in the third quarter of
2001. Management expects that the industry-wide increase in insurance costs
will result in an increase in premium, deductibles, or both, causing this
expense category to be higher in future periods.
Taxes and licenses decreased $32,000 (3.5%), to $886,000 in the 2001
quarter from $918,000 in the 2000 quarter. As a percentage of revenue, taxes and
licenses remained essentially constant at 1.9% of revenue in the 2001 quarter
compared with 1.8% in the 2000 quarter.
General and administrative expenses increased $98,000 (5.2%), to $2.0
million in the 2001 quarter from $1.9 million in the 2000 quarter. As a
percentage of revenue, general and administrative expenses increased to 4.2% of
revenue in the 2001 quarter compared with 3.7% in the 2000 quarter. The increase
was attributable to higher training costs as the number of new drivers in the
Company's training and orientation program reached record levels.
Communications and utilities increased $35,000 (6.7%), to $561,000 in the
2001 quarter from $526,000 in the 2000 quarter primarily due to increased
utility costs to heat Company facilities during the quarter. As a percentage of
revenue, communications and utilities increased slightly to 1.2% of revenue for
the 2001 quarter compared with 1.0% for the 2000 quarter.
Depreciation and amortization remained essentially constant at $4.5 million
in both quarters. As a percentage of revenue, depreciation and amortization
increased to 9.6% of revenue in the 2001 quarter compared with 9.0% in the 2000
quarter reflecting a decrease in revenue and an increase in the percentage of
the Company's fleet supplied by Company-owned equipment.
Interest expense (net) decreased $150,000 (15%), to $848,000 in the 2001
quarter from $998,000 in the 2000 quarter reflecting a decrease in average
outstanding debt. As a percentage of revenue, interest expense (net) decreased
slightly to 1.8% of revenue in the 2001 quarter compared with 2.0% in the 2000
quarter.
As a result of the foregoing, the Company's pretax margin decreased to
(4.2%) in the 2001 quarter compared with 1.0% in the 2000 quarter.
The Company's income tax benefit for the 2001 quarter was $687,000, or
34.8% of loss before income taxes. The Company's income tax expense for the 2000
quarter was $283,000, or 54.3% of earnings before income taxes. In both quarters
the effective tax rate differs from the expected combined tax rate for a company
headquartered in Iowa because of the cost of nondeductible driver per diem
expense absorbed by the Company. The impact of the Company's paying per diem
travel expenses varies depending upon the ratio of Company drivers to
independent contractors and the Company's pretax earnings.
As a result of the factors described above, net loss was $1.3 million in
the 2001 quarter (2.7% of revenue), compared with net earnings of $238,000 (0.5%
of revenue) in the 2000 quarter.
Page 11
Liquidity and Capital Resources
The growth of the Company's business has required significant investments
in new revenue equipment that the Company has financed in recent years with
borrowings under installment notes payable to commercial lending institutions
and equipment manufacturers, cash flow from operations, and equipment leases
from third-party lessors. The Company also has obtained a portion of its 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. The Company's primary sources of
liquidity currently are funds provided by operations and borrowings under credit
agreements with financial institutions and equipment manufacturers. Management
believes that its sources of liquidity are adequate to meet its currently
anticipated working capital requirements, capital expenditures, and other needs
at least through 2001.
Net cash provided by operating activities was $1.1 million for the three
months ended March 31, 2001. The primary sources of cash from operations were
net loss of $1.3 million offset by $4.5 million in depreciation and amortization
and a $2.0 million increase in accounts payable and other accrued liabilities.
The Company's principal uses of cash from operations are to service debt and
internally finance accounts receivable. Customer accounts receivable increased
$2.7 million for the three months ended March 31, 2001. The average age of the
Company's accounts receivable was approximately 35.9 days in the 2001 period
versus 35.6 days in the 2000 period.
Net cash used in investing activities of $3.5 million in the 2001 period
related primarily to the acquisition of Skipper Transportation, Inc. and
purchases, sales, and trades of revenue equipment. The Company expects capital
expenditures (primarily for revenue equipment and satellite communications
units), net of revenue equipment trade-ins, to be approximately $5.8 million
during the remaining nine months of 2001. Such projected capital expenditures
are expected to be funded with a combination of cash flow from operations,
borrowings, and operating leases.
Net cash provided by financing activities of $2.8 million for the three
months ended March 31, 2001, consisted primarily of borrowings, net of principal
payments, made under the Company's long-term debt obligations in order to
finance the acquisition of Skipper Transportation, Inc.
At March 31, 2001, the Company had outstanding long-term debt (including
current maturities) of approximately $55.4 million, most of which was comprised
of obligations for the purchase of revenue equipment. Approximately $31.7
million consisted of borrowings from financial institutions and equipment
manufacturers and $23.7 million was the amount owed under the Company's
revolving credit facility. Interest rates on this debt range from 5.81% to 7.0%
with maturities through 2006.
At March 31, 2001, the revolving credit facility provided for borrowings of
up to $32.5 million, based upon certain accounts receivable and revenue
equipment values. The interest rate under the credit facility is currently 1.25%
plus the LIBOR rate for the corresponding period. The credit facility is secured
and contains covenants that impose certain minimum financial ratios and limit
additional liens, the size of certain mergers and acquisitions, dividends, and
other matters. The Company was in compliance with the terms of the credit
facility at March 31, 2001.
Quantitative and Qualitative Disclosures About Market Risks
The Company is exposed to market risks from changes in (i) certain interest
rates on its debt and (ii) certain commodity prices.
Interest Rate Risk
The revolving credit facility, provided there has been no default, carries
a maximum variable interest rate of LIBOR for the corresponding period plus
1.25%. This variable interest exposes the Company to the risk that interest
rates may rise. Most of the Company's other debt carries fixed interest rates
and exposes the Company to the risk that interest rates may fall. At March 31,
2001, approximately 62.5% of the Company's debt carries a variable interest rate
and the remainder is fixed.
Commodity Price Risk
The Company in the past has used derivative instruments, including heating
oil price swap agreements, to reduce a portion of its exposure to fuel price
fluctuations. At March 31, 2001, the Company had no such agreements in place.
Page 12
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. Changes in 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.
Page 13
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Description
3.1 + Articles of Incorporation.
3.2 + Bylaws.
4.1 + Articles of Incorporation.
4.2 + Bylaws.
10.1 + Outside Director Stock Plan dated March 1, 1995.
10.2 + Incentive Stock Plan adopted March 1, 1995.
10.3 + 401(k) Plan adopted August 14, 1992, as amended.
10.4 + Form of Agency Agreement between Smithway Motor Xpress, Inc. and
its independent commission agents.
10.5 + Memorandum of officer incentive compensation policy.
10.6 + Form of Independent Contractor Agreement between Smithway Motor
Xpress, Inc. and its independent contractor providers of tractors.
10.7 ++ Credit Agreement dated September 3, 1997, between Smithway
Motor Xpress Corp., as Guarantor, Smithway Motor Xpress, Inc.,
as Borrower, and LaSalle National Bank.
10.8 +++ First Amendment to Credit Agreement dated March 1, 1998,
between Smithway Motor Xpress Corp., as Guarantor, Smithway
Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.9 +++ Second Amendment to Credit Agreement dated March 15, 1998,
between Smithway Motor Xpress Corp., as Guarantor, Smithway
Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.10 * Third Amendment to Credit Agreement dated October 30, 1998,
between Smithway Motor Xpress Corp., as Guarantor, Smithway Motor
Xpress, Inc., as Borrower, and LaSalle National Bank, as Lender.
10.11 ** Amendment No. 2 to Smithway Motor Xpress Corp. Incentive Stock
Plan, adopted May 7, 1999.
10.12 *** Fourth Amendment to Credit Agreement dated August 20, 1999,
between Smithway Motor Xpress Corp., as Guarantor, Smithway Motor
Xpress, Inc., as Borrower, and LaSalle National Bank.
10.13 **** Fifth Amendment to Credit Agreement dated December 17, 1999,
between Smithway Motor Xpress Corp., as Guarantor, Smithway Motor
Xpress, Inc., as Borrower, and LaSalle National Bank.
10.14 ***** 1997 Profit Incentive Plan, adopted May 8, 1997.
Page 14
10.15 ^ Form of Outside Director Stock Option Agreement dated July 27,
2000 between Smithway Motor Xpress Corp. and each of its
non-employee directors.
10.16 # Sixth Amendment to Credit Agreement dated July 1, 2000, between
Smithway Motor Xpress Corp., as Guarantor, Smithway Motor Xpress,
Inc., as Borrower, and LaSalle National Bank.
10.17 # Seventh Amendment to Credit Agreement dated August 25, 2000,
between Smithway Motor Xpress Corp., as Guarantor, Smithway Motor
Xpress, Inc., as Borrower, and LaSalle National Bank.
10.18 # Eighth Amendment to Credit Agreement dated March 14, 2001, between
Smithway Motor Xpress Corp., as Guarantor, Smithway Motor Xpress,
Inc., as Borrower, and LaSalle National Bank.
21 **** List of Subsidiaries.
- ---------------------
+ Incorporated by reference from the Company's Registration Statement on
Form S-1, Registration No. 33-90356, effective June 27, 1996.
++ Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1997. Commission File No.
000-20793, dated November 12, 1997.
+++ Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1998. Commission File No.
000-20793, dated May 14, 1998.
* Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998. Commission File No.
000-20793, dated March 18, 1999.
** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999. Commission File No. 000-20793,
dated August 13, 1999.
*** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1999. Commission File No.
000-20793, dated November 10, 1999.
**** Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999. Commission File No.
000-20793, dated March 29, 2000.
***** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended March 31, 2000. Commission File No. 000-20793,
dated May 5, 2000.
^ Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the period ended September 30, 2000. Commission File No.
000-20793, dated November 3, 2000.
# Filed herewith.
(b) Reports on Form 8-K.
On February 22, 2001, the Company filed a Form 8-K, pursuant to Item 5
thereof, to update its security ownership of principal stockholders and
management table to accurately reflect stock ownership in light of 13G
filings of stockholders for 2000.
Page 15
SIGNATURE
Pursuant to the requirements of the Securities and Exchange 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.,
a Nevada corporation
Date: May 14, 2001 By: /s/ Douglas C. Sandvig
------------ ----------------------
Douglas C. Sandvig
Controller and Chief Accounting Officer
Page 16