SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
------------------------------------
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, 1998.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 incorp(I.R.S. employer identification number)
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 (May 8, 1998).
Class A Common Stock, $.01 par value: 4,015,015 shares
Class B Common Stock, $.01 par value: 1,000,000 shares
Exhibit Index is on Page 14.
Page 1 of 17
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
Item 1. Financial Statements......................................... 3
Condensed Consolidated Balance Sheets as of December 31, 1997
and March 31, 1998 (unaudited)......................... 3
Condensed Consolidated Statements of Earnings for the three
months ended March 31, 1998 and 1997 (unaudited)....... 5
Condensed Consolidated Statements of Stockholders' Equity for
the year ended December 31, 1997, and the three months
ended March 31, 1998 (unaudited)....................... 6
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1998 and 1997 (unaudited)....... 7
Notes to Condensed Consolidated Financial Statements (unaudited) 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
PART II
OTHER INFORMATION
Item 1 Legal Proceedings.............................................. 14
Item 2 Changes in Securities.......................................... 14
Item 3 Defaults Upon Senior Securities................................ 14
Item 4 Submission of Matters to a Vote of Security Holders............ 14
Item 5 Other Information.............................................. 14
Item 6 Exhibits and Reports on Form 8-K............................... 14
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements in paragraphs that are
marked with an asterisk. Statements by the Company in press releases, public
filings, and stockholder reports, as well as oral public statements by Company
representatives, also may contain certain forward-looking information.
Forward-looking information is subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Without
limitation, these risks and uncertainties include economic factors such as
recessions, downturns in customers' business cycles, surplus inventories,
inflation, higher interest rates, and fuel price increases; the resale value of
the Company's used revenue equipment; the availability and compensation of
qualified drivers and owner-operators; competition from trucking, rail, and
intermodal competitors; and the availability of desirable target companies and
financing for acquisitions. Readers should review and consider the various
disclosures made by the Company in its press releases, stockholder reports, and
public filings, as well as the factors explained in greater detail in the
Company's annual report on Form 10-K.
Page 2 of 17
PART I
FINANCIAL INFORMATION
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
1998 1997
------------------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents...........................$ 1,406 $ 4,082
Receivables:
Trade............................................. 13,600 11,040
Other............................................. 2,142 1,261
Inventories........................................... 1,277 1,064
Deposits, primarily with insurers..................... 240 770
Prepaid expenses...................................... 1,943 1,160
Deferred income taxes................................. 410 350
------------------------
Total current assets............................ 21,018 19,727
------------------------
Property and equipment:
Land................................................ 781 531
Buildings and improvements.......................... 5,651 5,100
Tractors............................................ 44,552 38,217
Trailers............................................ 29,198 24,233
Other equipment..................................... 5,651 5,308
------------------------
85,883 73,389
Less accumulated depreciation and amortization...... 22,244 20,257
------------------------
Net property and equipment...................... 63,589 53,132
------------------------
Other assets.......................................... 4,419 2,019
------------------------
$ 89,026 $ 74,878
========================
Page 3 of 17
See accompanying notes to condensed consolidated financial statements.
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
1998 1997
------------------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt................$ 4,205 $ 3,971
Accounts payable.................................... 3,661 2,277
Accrued compensation................................ 1,428 1,278
Income taxes payables............................... 601 275
Accrued loss reserves............................... 1,077 905
Other accrued expenses.............................. 318 921
------------------------
Total current liabilities....................... 11,290 9,627
Long-term debt, less current maturities............... 37,782 27,005
Deferred income taxes................................. 8,830 8,340
------------------------
Total liabilities............................... 57,902 44,972
------------------------
Stockholders' equity:
Preferred stock..................................... - -
Common stock:
Class A........................................... 40 40
Class B........................................... 10 10
Additional paid-in capital.......................... 11,219 11,144
Retained earnings................................... 19,932 18,789
Reacquired shares, at cost.......................... (77) (77)
------------------------
Total stockholders' equity...................... 31,124 29,906
Commitments...........................................
------------------------
$ 89,026 $ 74,878
========================
Page 4 of 17
See accompanying notes to condensed consolidated financial statements.
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,
-------------------------
1998 1997
------------ -----------
Operating revenue:
Freight............................................$ 33,294 $ 26,881
Other.............................................. 97 27
------------ -----------
Operating revenue.............................. 33,391 26,908
------------ -----------
Operating expenses:
Purchased transportation........................... 13,206 10,537
Compensation and employee benefits................. 7,866 6,047
Fuel, supplies, and maintenance.................... 4,344 3,833
Insurance and claims............................... 737 472
Taxes and licenses................................. 632 528
General and administrative......................... 1,348 1,270
Communication and utilities........................ 413 363
Depreciation and amortization...................... 2,352 1,903
------------ -----------
Total operating expenses....................... 30,898 24,953
------------ -----------
Earnings from operations....................... 2,493 1,955
Financial (expense) income:
Interest expense................................... (585) (320)
Interest income.................................... 80 4
------------ -----------
Earnings before income taxes................... 1,988 1,639
Income taxes......................................... 845 688
------------ -----------
Net earnings.........................................$ 1,143 $ 951
============ ===========
Basic and diluted earnings per common share.......... $ 0.23 $ 0.19
============ ===========
Basic weighted average common shares outstanding..... 5,005,804 4,999,293
Common stock options and awards.................... 39,727 910
------------ -----------
Diluted weighted average common shares outstanding... 5,045,531 5,000,203
============ ===========
Page 5 of 17
See accompanying notes to condensed consolidated financial statements.
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
Additional Total
Common paid-in Retained Reacquired stockholders'
stock capital earnings shares equity
-------- ---------- -------- ---------- -------------
Balance at December 31, 1996...$ 50 $ 11,104 $ 13,116 $ (77) $ 24,193
Net earnings................... - - 5,673 - 5,673
Issuance of stock bonuses...... - 40 - - 40
-------- -------- -------- ---------- ------------
Balance at December 31, 1997... 50 11,144 18,789 (77) 29,906
Net earnings................... - - 1,143 - 1,143
Issuance of stock bonuses...... - 75 - - 75
-------- -------- -------- ---------- ------------
Balance at March 31, 1998......$ 50 $ 11,219 $ 19,932 $ (77) $ 31,124
======== ======== ======== ========== ============
Page 6 of 17
See accompanying notes to condensed consolidated financial statements.
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
-------------------
1998 1997
--------- ---------
Cash flows from operating activities:
Net earnings.............................................$ 1,143 $ 951
--------- ---------
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization.......................... 2,352 1,903
Deferred income taxes.................................. 430 (613)
Provision for bad debts................................ 12 -
Stock bonuses.......................................... 75 -
Changes in:
Receivables.......................................... (3,453) (2,835)
Inventories.......................................... (84) (7)
Deposits, primarily with insurers.................... 530 171
Prepaid expenses..................................... (601) (2,625)
Accounts payable and other accrued liabilities....... 1,429 3,595
--------- ---------
Total adjustments............................. 690 (411)
--------- ---------
Net cash provided by operating activities..... 1,833 540
--------- ---------
Cash flows from investing activities:
Payments for acquisitions................................ (11,346) (1,421)
Purchase of property and equipment....................... (1,509) (2,687)
Proceeds from the sale of property and equipment......... 510 113
Purchase of other assets................................. (59) (43)
--------- ---------
Net cash used in investing activities......... (12,404) (4,038)
--------- ---------
Cash flows from financing activities:
Proceeds from long-term debt............................. 11,000 3,000
Principal payments on long-term debt..................... (3,105) (1,859)
Borrowings on line of credit agreement................... - 37,887
Payments on line of credit agreement..................... - (35,863)
--------- ---------
Net cash provided by financing activities............ 7,895 3,165
--------- ---------
Net decrease in cash and cash equivalents............ (2,676) (333)
Cash and cash equivalents at beginning of period........... 4,082 940
--------- ---------
Cash and cash equivalents at end of period.................$ 1,406 $ 607
========= =========
Page 7 of 17
See accompanying notes to condensed consolidated financial statements.
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Unaudited)
(Dollars in thousands)
Three months ended
March 31,
----------------------
1998 1997
---------- ---------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest......................................... $ 737 $ 301
Income taxes..................................... 91 2
========== =========
Supplemental schedules of noncash investing and financing
activities:
Notes payable issued for tractors and trailers..... $ 1,962 $ -
Issuance of stock bonuses.......................... 75 -
Liability issued for intangible assets............. 1,154 -
========== =========
Cash payments for acquisitions:
Revenue equipment.................................. $ 8,913 $ 1,175
Intangible assets.................................. 1,162 171
Other assets....................................... 1,271 75
---------- ---------
Total cash paid for acquisitions....................... $ 11,346 $ 1,421
--======== =========
Page 8 of 17
See accompanying notes to condensed consolidated financial statements.
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
wholly owned subsidiaries, Smithway Motor Xpress, Inc. and East West
Motor Express, Inc. Unless otherwise indicated, the companies named
in this paragraph are collectively referred to as the "Company." All
significant intercompany balances and transactions have been
eliminated in consolidation.
The condensed consolidated financial statements have been prepared,
without audit, in accordance with generally accepted accounting
principles, 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. Results of operations in interim periods are not
necessarily indicative of results to be expected for a full year.
Note 2. Acquisition
In February 1998, the Company acquired tractors, trailers, and
certain other assets of East West Motor Express, Inc. of Black Hawk,
South Dakota. In exchange for these assets, the Company paid
approximately $6,852 to the previous owners, assumed and repaid
approximately $4,017 in equipment financing secured by these assets
and agreed to pay $2,256 goodwill. East West Motor Express, Inc. had
approximately $31 million in revenue during 1997.
Note 3. Change in Accounting Estimate
The Company changed its estimate of the useful life of tires
purchased with revenue equipment from two years to the estimated
life of the underlying revenue equipment. This change was based on
the Company's experience with warranties and tread life of tires and
has been accounted for prospectively beginning January 1, 1998. The
effect on net earnings and basic and diluted earnings per share was
not material for the 1998 quarter.
Page 9 of 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
The Company's fiscal year ends on December 31 of each year. Thus, this
report discusses the first three months of the Company's 1998 and 1997 fiscal
years, respectively.
Results of Operations
The Company has expanded its operations substantially over the past three
years through a combination of internal growth and acquisitions. In the quarter
ended March 31, 1998, revenue increased 24.1% and net earnings increased 20.2%,
compared with the same quarter in 1997. During the quarter the Company completed
its sixth acquisition since 1995, purchasing the trucking assets and business of
East West Motor Express, Inc., a $31.0 million annual revenue dry van and
flatbed carrier based in Black Hawk, South Dakota. The acquisition resulted in
net capital expenditures of approximately $11.3 million by the Company.
The Company operates a tractor-trailer fleet comprised of Company-owned
vehicles and vehicles obtained under leases from independent contractors.
Fluctuations among expense categories may occur primarily as a result of two
factors: (i) the percentage of the Company's tractor fleet being obtained
through independent contractors, and (ii) the use of operating leases to finance
revenue equipment. 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, for independent contractors, 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. Accordingly,
management intends to evaluate the Company's efficiency using pretax margin and
net margin rather than operating ratio(*).
The following table sets forth the percentage relationship of certain
items to operating revenue for the three months ended March 31, 1998 and 1997:
1998 1997
--------- -------
Operating revenue........................................... 100.0% 100.0%
Operating expenses
Purchased transportation.................................. 39.6 39.2
Compensation and employee benefits........................ 23.6 22.5
Fuel, supplies, and maintenance........................... 13.0 14.2
Insurance and claims...................................... 2.2 1.7
Taxes and licenses........................................ 1.9 2.0
General and administrative................................ 4.0 4.7
- --------
(*) May contain "forward-looking" statements.
Page 10 of 17
Communications and utilities.............................. 1.2 1.3
Depreciation and amortization............................. 7.0 7.1
--------- -------
Total operating expenses................................ 92.5 92.7
--------- -------
Earnings from operations.................................... 7.5 7.3
Interest expense (net)...................................... (1.5) (1.2)
--------- -------
Earnings before income taxes................................ 6.0 6.1
Income taxes................................................ (2.6) (2.6)
--------- -------
Net earnings................................................ 3.4% 3.5%
========= =======
Comparison of three months ended March 31, 1998, with three months ended March
31, 1997
Operating revenue increased $6.5 million (24.1%) to $33.4 million during
the 1998 quarter from $26.9 million during the 1997 quarter. Expanded business
with existing customers and revenue from the acquired operations of Royal
Transport in September 1997 and East West Motor Express on February 27, 1998,
contributed to the Company's revenue growth. The increase was attributable to
(i) a 2.8% increase in revenue equipment utilization as the average billed miles
per tractor per week increased to 1,667 miles in the 1998 quarter from 1,621
miles in the 1997 quarter; and (ii) a 21.3% increase in weighted average
tractors, to 1,060 during the 1998 quarter from 874 during the 1997 quarter.
Purchased transportation increased $2.7 million (25.3%) to $13.2 million
in the 1998 quarter from $10.5 million in the 1997 quarter as the Company's
business expanded and the Company contracted with more independent contractor
providers of revenue equipment. As a percentage of revenue, purchased
transportation increased to 39.6% of revenue in the 1998 quarter from 39.2% in
the 1997 quarter. This reflects an increase in the percentage of the Company's
fleet supplied by independent contractors as a result of the Company's internal
recruiting efforts and the acquisition of East West, which has obtained a higher
percentage of its fleet from independent contractors.
Compensation and employee benefits increased $1.8 million (30.1%) to $7.9
million in the 1998 quarter from $6.0 million in the 1997 quarter. As a
percentage of revenue, compensation and employee benefits increased to 23.6% of
revenue in the 1998 quarter from 22.5% in the 1997 quarter. Higher claims
submissions under the Company's health insurance policy and an increase in the
per-mile wage paid to van division drivers more than offset a decrease in the
percentage of the Company's fleet attributable to Company-owned equipment.
Fuel, supplies, and maintenance increased $511,000 (13.3%) to $4.3 million
in the 1998 quarter from $3.8 million in the 1997 quarter. As a percentage of
revenue, fuel, supplies, and maintenance decreased to 13.0% of revenue for the
1998 quarter compared with 14.2% for the 1997 quarter reflecting a 13.7%
decrease in fuel costs to $1.07 during the 1998 quarter from $1.24 per gallon
during the 1997 quarter. The decrease was partially offset by an increase in the
cost of parts, tires, tarps, supplies, and binders used in the Company's tractor
fleet.
Insurance and claims increased $265,000 (56.1%) to $737,000 in the 1998
quarter from $472,000 in the 1997 quarter. As a percentage of revenue, insurance
and claims increased to 2.2% of revenue in the 1998 quarter from 1.7% in the
1997 period primarily as a result of an increase in the number of accidents
experienced by the Company.
Page 11 of 17
Taxes and licenses increased $104,000 (19.7%) to $632,000 in the 1998
quarter from $528,000 in the 1997 quarter. As a percentage of revenue, taxes and
licenses remained essentially constant at 1.9% of revenue in the 1998 quarter
and 2.0% in the 1997 quarter.
General and administrative expenses increased $78,000 (6.1%) to $1,348,000
in the 1998 quarter from $1,270,000 in the 1997 quarter. As a percentage of
revenue, general and administrative expenses decreased to 4.0% of revenue in the
1998 quarter from 4.7% in the 1997 quarter as a result of a decrease in freight
revenue being dispatched by terminal agents, resulting in less commissions paid
during the 1998 quarter.
Communications and utilities increased $50,000 (13.8%) to $413,000 in the
1998 quarter from $363,000 in the 1997 quarter. As a percentage of revenue,
communications and utilities remained essentially constant at 1.2% of revenue in
the 1998 quarter and 1.3% in the 1997 quarter.
Depreciation and amortization increased $449,000 (23.6%) to $2.4 million
in the 1998 quarter from $1.9 million in the 1997 quarter. As a percentage of
revenue, depreciation and amortization decreased slightly to 7.0% of revenue in
the 1998 quarter from 7.1% in the 1997 quarter principally as a result of a 2.9%
increase in revenue per tractor per week in the 1998 quarter compared with the
1997 quarter, which spread the fixed cost of depreciation over greater revenue,
as well as a decrease in the percentage of the Company's fleet being comprised
of Company-owned tractors. These factors more than offset an increase in
amortization of goodwill resulting from the acquisitions of Royal Transport and
East West Motor Express after the 1997 quarter.
Interest expense (net) increased $189,000 (59.8%) to $505,000 in the 1998
quarter from $316,000 in the 1997 quarter. As a percentage of revenue, interest
expense (net) increased to 1.5% of revenue in the 1998 quarter from 1.2% in the
1997 quarter, due to higher average debt balances ($33.9 million in the 1998
quarter compared with $21.9 million in the 1997 quarter).
As a result of the foregoing, the Company's pretax margin improved to 6.0%
in the 1998 quarter from 6.1% in the 1997 quarter.
The Company's effective tax rate was 42.5% in the 1998 quarter (2.6% of
revenue) compared with 42.0% in the 1997 quarter (2.6% of revenue) in each case
including the cost of nondeductible driver per diem expense absorbed by the
Company. The effective tax rate is higher than 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 drivers to independent
contractors and the Company's net earnings.
Primarily as a result of the factors described above, net earnings
increased $192,000 (20.2%) to $1,143,000 (3.4% of revenue) in the 1998 quarter
from $951,000 (3.5% of revenue) in the 1997 quarter.
Page 12 of 17
Liquidity and Capital Resources
The growth of the Company's business has required significant investment
in new revenue equipment that the Company historically has financed with
borrowings under installment notes payable to commercial lending institutions
and equipment manufacturers, borrowings under a $25 million unsecured credit
agreement, cash flow from operations, equipment leases from third-party lessors,
and, in 1996, proceeds of the Company's initial public offering. 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 current anticipated working
capital requirements, capital expenditures, and other needs at least through
1998(*).
Net cash provided by operating activities was $1.8 million for the three
months ended March 31, 1998. The primary sources of cash from operations were
net earnings of $1.1 million increased by $2.4 million in depreciation and
amortization and a $1.4 million increase in accounts payable and other accrued
liabilities. The Company's principal uses of cash from operations were to
service debt and internally finance accounts receivable associated with growth
in the business. Accounts receivable increased $3.5 million for the three months
ended March 31, 1998. The average age of the Company's accounts receivable was
approximately 34.6 days for the 1998 quarter.
Net cash used in investing activities of $12.4 million in the 1998 quarter
related primarily to payments made for the acquisition of assets of East West
Motor Express, 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 $14.5 million during the remaining nine months of 1998. Such
projected capital expenditures are expected to be funded with cash flow from
operations, borrowings, or operating leases(*).
Net cash provided by financing activities of $7.9 million for the three
months ended March 31, 1998, consisted primarily of net borrowings of $11.0
million of principal under the Company's long-term unsecured credit agreement
and net repayments of $3.1 million of principal under other long-term debt
agreements.
The maximum amount available under the Company's unsecured credit
agreement at March 31, 1998, was $25 million, on which the Company had an
outstanding balance of $19.0 million. The interest rate on the outstanding
balance is defined in the agreement and at March 31, 1998 was 6.6875%. At March
31, 1998, the Company had total outstanding long-term debt (including current
maturities) of approximately $42.0 million, most of which was comprised of
obligations for the purchase of revenue equipment and borrowings under the
Company's unsecured credit agreement. Interest rates on this debt range from
5.7% to 7.9%, and the principal amounts mature at various dates through December
2002.
- --------
(*) May contain "forward-looking" statements.
Page 13 of 17
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.
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.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
2.1 + Asset Purchase Agreement dated January 10, 1996, among Smithway Motor
Xpress, Inc., an Iowa corporation, Smith Trucking Company, a Kansas
corporation, and Delmar Smith.
2.2 * Asset Purchase Agreement dated October 4, 1996, among Smithway Motor
Xpress, Inc., an Iowa corporation, Smithway Motor Xpress Corp., a
Nevada corporation, Marquardt Transportation, Inc., a South Dakota
corporation, and Ralph and Lucille Marquardt.
2.3 * First Amendment to Asset Purchase Agreement dated as of October 24,
1996, among Smithway Motor Xpress, Inc., an Iowa corporation, Smithway
Motor Xpress Corp., a Nevada corporation, Marquardt Transportation,
Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
2.4 * Second Amendment to Asset Purchase Agreement dated as of December 27,
1996, among Smithway Motor Xpress, Inc., an Iowa corporation, Smithway
Motor Xpress Corp., a Nevada corporation, Marquardt Transportation,
Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
Page 14 of 17
Exhibit
Number Description
2.5 ^ Asset Purchase Agreement dated February 20, 1998, by and among
Smithway Motor Xpress, Inc., East West Motor Express, Inc. and Darwyn
and David Stebbins.
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 + Asset Purchase Agreement dated January 10, 1996, among Smithway Motor
Xpress, Inc., an Iowa corporation, Smith Trucking Company, a Kansas
corporation, and Delmar Smith, filed as Exhibit 2.4 to this
Registration Statement and incorporated by reference.
10.8 * Asset Purchase Agreement dated October 4, 1996, among Smithway Motor
Xpress, Inc., an Iowa corporation, Smithway Motor Xpress Corp., a
Nevada corporation, Marquardt Transportation, Inc., a South Dakota
corporation, and Ralph and Lucille Marquardt.
10.9 * First Amendment to Asset Purchase Agreement dated as of October 24,
1996, among Smithway Motor Xpress, Inc., an Iowa corporation, Smithway
Motor Xpress Corp., a Nevada corporation, Marquardt Transportation,
Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
10.10 * Second Amendment to Asset Purchase Agreement dated as of December 27,
1996, among Smithway Motor Xpress, Inc., an Iowa corporation, Smithway
Motor Xpress Corp., a Nevada corporation, Marquardt Transportation,
Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
10.11 = Credit Agreement dated September 3, 1997, between Smithway Motor
Xpress Corp., as Guarantor, Smithway Motor Xpress, Inc., as Borrower,
and LaSalle National Bank.
10.12 ^ Asset Purchase Agreement dated February 20, 1998, by and among
Smithway Motor Xpress, Inc., East West Motor Express, Inc., and Darwyn
and David Stebbins.
Page 15 of 17
Exhibit
Number Description
10.13 # 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.
10.14 # 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.
27 # Financial Data Schedule.
- ------------
+ 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 Yearly Report on Form 10-K
for the fiscal year ended December 31, 1996. Commission File No.
000-20793, dated March 31, 1997.
= 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 Form 8-K. Commission File
No.000-20793, dated March 12, 1998.
# Filed herewith.
(b) Reports on Form 8-K.
A Form 8-K was filed on March 12, 1998, pertaining to the
acquisition of certain assets from East West Motor Express, Inc.
Page 16 of 17
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, 1998 By: /s/ Michael E. Oleson
---------------------
Michael E. Oleson
Treasurer and Chief Accounting Officer
Page 17 of 17