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, 1997.
( ) 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 (I.R.S. employer
incorporation or organization) identification number)
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, 1997).
Class A Common Stock, $.01 par value: 3,999,293 shares
Class B Common Stock, $.01 par value: 1,000,000 shares
Exhibit Index is on Page 13.
Page 1 of 16
<PAGE>
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
Item 1. Financial Statements...................................... 3
Condensed Consolidated Balance Sheets as of December 31, 1996
and March 31, 1997 (unaudited)....................... 3
Condensed Consolidated Statements of Earnings for the three
months ended March 31, 1996 and 1997 (unaudited)...... 5
Condensed Consolidated Statements of Stockholders' Equity for
the year ended December 31, 1996, and the three months
ended March 31, 1997 (unaudited)..................... 6
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 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............................................ 13
Item 2. Changes in Securities........................................ 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............................. 13
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 16
<PAGE>
PART I
FINANCIAL INFORMATION
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
December 31, March 31,
1996 1997
------------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 940 $ 607
Receivables:
Trade 9,676 11,940
Other 985 1,556
Recoverable income taxes 211 --
Inventories 713 745
Deposits, primarily with insurers 921 750
Prepaid expenses 846 3,521
Deferred income taxes 282 176
------ ------
Total current assets 14,574 19,295
------ ------
Property and equipment:
Land 531 531
Buildings and improvements 4,375 4,486
Tractors 28,245 29,664
Trailers 19,514 21,593
Other equipment 3,543 3,683
------ ------
56,208 59,957
Less accumulated depreciation and amortization 17,038 18,905
------ ------
Net property and equipment 39,170 41,052
------ ------
Other assets 1,586 1,764
------ ------
$55,330 $62,111
====== ======
</TABLE>
Page 3 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
December 31, March 31,
1996 1997
-----------------------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit $ 4,490 $ 6,514
Current maturities of long-term debt 3,260 4,230
Accounts payable 2,211 2,224
Accrued loss reserves 1,267 1,177
Other accrued expenses 1,453 1,812
Income taxes payable -- 3,102
------- -------
Total current liabilities 12,681 19,059
Long-term debt, less current maturities 12,644 12,815
Deferred income taxes 5,812 5,093
------- -------
Total liabilities 31,137 36,967
------- -------
Stockholders' equity:
Preferred stock -- --
Common stock:
Class A 40 40
Class B 10 10
Additional paid-in capital 11,104 11,104
Retained earnings 13,116 14,067
Reacquired shares, at cost (77) (77)
------- -------
Total stockholders' equity 24,193 25,144
Commitments
------- -------
$55,330 $62,111
======= =======
</TABLE>
Page 4 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except share and per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
--------------------------
1996 1997
---------- -------------
<S> <C> <C>
Operating revenue:
Freight $ 19,834 $ 26,599
Other 26 309
---------- -----------
Operating revenue 19,860 26,908
---------- -----------
Operating expenses:
Purchased transportation 7,792 10,537
Compensation and employee benefits 4,539 6,054
Fuel, supplies, and maintenance 2,799 3,833
Insurance and claims 374 465
Taxes and licenses 393 528
General and administrative 942 1,270
Communication and utilities 219 363
Depreciation and amortization 1,506 1,903
---------- -----------
Total operating expenses 18,564 24,953
---------- -----------
Earnings from operations 1,296 1,955
Interest expense (net) (414) (316)
---------- -----------
Earnings before income taxes 882 1,639
Income taxes (369) (688)
---------- -----------
Net earnings $ 513 $ 951
========== ===========
Net earnings per common share $ 0.15 $ 0.19
========== ===========
Weighted average common shares outstanding 3,501,681 4,999,293
========== ===========
</TABLE>
Page 5 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
<CAPTION>
Equity
reduction
Additional for Total
Common paid-in Retained Reacquired ESOP stockholders'
stock capital earnings shares debt equity
---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1995 $ 28 -- 8,138 (52) (243) 7,871
Net earnings -- -- 3,950 -- -- 3,950
Reduction of ESOP debt -- -- -- -- 243 243
Acquisition of common
shares -- -- -- (25) -- (25)
Shares sold for cash,
net of cost of
issuance 15 10,727 -- -- -- 10,742
Change in value and
number of redeemable
common shares 7 377 1,028 -- -- 1,412
--------------------------------------------------------
Balance at December
31, 1996 50 11,104 13,116 (77) -- 24,193
Net earnings -- -- 951 -- -- 951
--------------------------------------------------------
Balance at March
31, 1997 $ 50 $11,104 $14,067 $ (77) $ -- $25,144
========================================================
</TABLE>
Page 6 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<CAPTION>
Three Months Ended
March 31,
-------------------
1996 1997
-------------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 513 $ 951
-------------------
Adjustments to reconcile net earnings to net cash
(used in) provided by operating activities:
Depreciation and amortization 1,506 1,903
Deferred income taxes 134 (613)
Changes in:
Trade receivables (1,705) (2,264)
Other receivables (112) (571)
Inventories -- (32)
Deposits, primarily with insurers 57 171
Prepaid expenses (387) (2,675)
Accounts payable 135 13
Accrued loss reserves (211) (90)
Other accrued expenses (141) 359
Income taxes 111 3,313
-------------------
Total adjustments (613) (486)
-------------------
Net cash (used in) provided by operating activities (100) 465
Cash flows from investing activities:
Purchase of property and equipment (2,822) (3,862)
Proceeds from the sale of property and equipment -- 113
Other assets -- (214)
Purchase of short-term investments (300) --
Proceeds from short-term investments 500 --
-------------------
Net cash used in investing activities (2,622) (3,963)
Cash flows from financing activities:
Proceeds from long-term debt -- 3,000
Principal payments on long-term debt (1,333) (1,859)
Borrowings on line of credit agreement 19,469 37,887
Payments on line of credit agreement (18,067) (35,863)
Payments for reacquired shares (26) --
Other assets (248) --
-------------------
Net cash (used in) provided by financing activities (205) 3,165
===================
Net decrease in cash and cash equivalents (2,927) (333)
Cash and cash equivalents at beginning of period 2,976 940
-------------------
Cash and cash equivalents at end of period $ 49 607
===================
</TABLE>
Page 7 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Unaudited)
(Dollars in thousands)
<CAPTION>
Three months ended
March 31,
-------------------
1996 1997
-------------------
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 473 $ 301
Income taxes 121 2
===================
Supplemental schedules of noncash investing and
financing activities:
Notes payable:
Tractors and trailers 4,697 --
Tires on above:
Prepaid at end of period 129 --
Expensed 102 --
Principal payments made by ESOP 28 --
===================
</TABLE>
Page 8 of 16
See accompanying notes to condensed consolidated financial statements.
<PAGE>
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 subsidiary, Smithway Motor
Xpress, 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 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. Initial Public Offering
On July 2, 1996, the Company sold 1,500,000 shares of its
Class A common stock in an initial public offering (the
"IPO"). The shares were sold at $8.50 per share for a total
consideration of $12,750,000, before underwriting discounts
and offering expenses. In addition, certain stockholders sold
650,000 shares in the IPO.
The proceeds of approximately $11.3 million, net of
underwriting discounts and offering expenses not previously
paid, were used to repay the Company's line of credit and
reduce long-term debt.
Note 3. Acquisition
In February 1997, the Company purchased certain assets and
assumed the freight operations of Pirie Motor Freight, Inc. of
Fort Dodge, Iowa. The purchase price, which included
assumption and repayment of certain liabilities, amounted to
approximately $1.25 million. Pirie Motor Freight, Inc. had
1996 revenues of approximately $2.8 million. The acquisition
was accounted for by the purchase method of accounting. The
condensed consolidated statement of earnings reflects these
operations from the date of acquisition.
Page 9 of 16
<PAGE>
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 1996 and 1997 fiscal
years, respectively. The Company closed its initial public offering of 2,150,000
shares of Class A Common Stock on July 2, 1996, 1,500,000 shares of Class A
Common Stock being sold by the Company and 650,000 being sold by certain stock-
holders.
Results of Operations
<TABLE>
The following table sets forth the percentage relationship of certain
items to operating revenue for the three months ended March 31, 1996 and 1997:
<CAPTION>
1996 1997
-----------------
<S> <C> <C>
Operating revenue 100.0% 100.0%
Purchased transportation 39.2 39.2
Compensation and employee benefits 22.9 22.5
Fuel, supplies, and maintenance 14.1 14.2
Insurance and claims 1.9 1.7
Taxes and licenses 2.0 2.0
General and administrative 4.7 4.7
Communications and utilities 1.1 1.3
Depreciation and amortization 7.6 7.1
-----------------
Total operating expenses . 93.5 92.7
-----------------
Earnings from operations 6.5 7.3
Interest expense (net) (2.1) (1.2)
-----------------
Earnings before income taxes 4.4 6.1
Income taxes (1.9) (2.6)
-----------------
Net earnings 2.6% 3.5%
=================
</TABLE>
Comparison of three months ended March 31, 1997, with three months ended March
31, 1996
Operating revenue increased $7.0 million (35.5%) to $26.9 million
during the 1997 quarter from $19.9 million during the 1996 quarter. The increase
was attributable to (i) an 11.9% increase in revenue equipment utilization as
the average billed miles per tractor per week increased to 1,621 in the 1997
quarter from 1,449 in the 1996 quarter; (ii) a 21.1% increase in weighted
average tractors, to 874 during the 1997 quarter from 722 during the 1996
quarter; (iii) a decrease in empty miles to 15.2% in the 1997 quarter from 16.6%
during the 1996 quarter; and (iv) a 10.6% increase in the average length of haul
to 616 miles in the 1997 quarter from 557 miles in the 1996 quarter. These
factors were offset by a decrease in revenue per loaded mile to $1.35 in the
1997 quarter (excluding a fuel surcharge of approximately $.01 per mile) from
$1.37 in the 1996 quarter.
Purchased transportation increased $2.7 million (35.2%) to $10.5
million in the 1997 quarter from $7.8 million in the 1996 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 remained constant at 39.2% of revenue for both quarters, as the
percentage of the Company's fleet supplied by independent contractors remained
essentially constant.
Page 10 of 16
<PAGE>
Compensation and employee benefits increased $1.5 million (33.4%) to
$6.1 million in the 1997 quarter from $4.5 million in the 1996 quarter. As a
percentage of revenue, compensation and employee benefits decreased slightly to
22.5% of revenue in the 1997 quarter from 22.9% in the 1996 quarter as a result
of lower claims submissions under the Company's health insurance policy.
Fuel, supplies, and maintenance increased $1.0 million (36.9%) to $3.8
million in the 1997 quarter from $2.8 million in the 1996 quarter. As a
percentage of revenue, fuel, supplies, and maintenance remained relatively
constant at 14.2% of revenue for the 1997 quarter compared with 14.1% for the
1996 quarter as a slight increase in fuel costs and the percentage of the
Company's fleet being comprised of Company-owned tractors and trailers was
offset by a decrease in the cost of parts, tires, tarps, supplies, and binders
used in the Company's tractor fleet, as well as fuel surcharges received from
customers.
Insurance and claims increased $91,000 (24.3%) to $465,000 in the 1997
quarter from $374,000 in the 1996 quarter. As a percentage of revenue, insurance
and claims decreased slightly to 1.7% of revenue in the 1997 quarter from 1.9%
in the 1996 period primarily as a result of a reduction in liability insurance
claims.
Taxes and licenses increased $135,000 (34.4%) to $528,000 in the 1997
quarter from $393,000 in the 1996 quarter. As a percentage of revenue, taxes and
licenses remained constant at 2.0% of revenue for both quarters as increased
highway use tax associated with the Pirie Motor Freight, Inc. acquisition in
February 1997 was offset by fewer loads requiring over-dimension permits.
General and administrative expenses increased $328,000 (34.8%) to $1.3
million in the 1997 quarter from $942,000 in the 1996 quarter. As a percentage
of revenue, general and administrative expenses remained constant at 4.7% of
revenue during each quarter.
Communications and utilities increased $144,000 (65.8%) to $363,000 in
the 1997 quarter from $219,000 in the 1996 quarter. As a percentage of revenue,
communications and utilities increased slightly to 1.3% of revenue in the 1997
quarter from 1.1% in the 1996 quarter as utilization and fees for use of the
Qualcomm satellite-based tracking and communications systems increased and the
Company incurred the costs of converting an agent-owned terminal to a
Company-owned terminal.
Depreciation and amortization increased $397,000 (26.4%) to $1.9
million in the 1997 quarter from $1.5 million in the 1996 quarter. As a
percentage of revenue, depreciation and amortization decreased to 7.1% of
revenue in the 1997 quarter from 7.6% in the 1996 quarter principally as a
result of a 10.3% increase in revenue per tractor per week in the 1997 quarter
compared with the 1996 quarter, which spread the fixed cost of depreciation over
greater revenue.
As a result of the foregoing, the Company's operating ratio decreased
to 92.7% during the 1997 quarter from 93.5% during the 1996 quarter.
Interest expense (net) decreased $98,000 (23.7%) to $316,000 in the
1997 quarter from $414,000 in the 1996 quarter. As a percentage of revenue,
interest expense (net) decreased to 1.2% of revenue in the 1997 quarter from
2.1% in the 1996 quarter, due to lower average debt balances ($21.9 million in
the 1997 quarter compared with $22.3 million in the 1996 quarter) attributable
to reducing debt with the approximately $10.7 million net proceeds of the
Company's initial public offering and lower average interest rates.
Page 11 of 16
<PAGE>
The Company's effective tax rate was 42.0% in the 1997 quarter (2.6% of
revenue) compared with 41.8% in the 1996 quarter (1.9% of revenue) in each case
including the cost of nondeductible driver per diem expense absorbed by the
Company.
Primarily as a result of the factors described above, net earnings
increased $438,000 (85.4%) to $951,000 (3.5% of revenue) in the 1997 quarter
from $513,000 (2.6% of revenue) in the 1996 quarter.
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 $10 million line of
credit, cash flow from operations, equipment leases from third-party lessors,
proceeds of the Company's initial public offering, and through the use of
independent contractors. The Company's primary sources of liquidity currently
are funds provided by operations and borrowings under credit agreements with
financial institutions and equipment manufacturers.(*)
Net cash provided by operating activities was $465,000 for the three
months ended March 31, 1997. The Company's principal use of cash from operations
is to service debt and internally finance accounts receivable associated with
growth in the business. Customer accounts receivable increased $2.3 million for
the three months ended March 31, 1997. The average age of the Company's accounts
receivable was approximately 37.4 days for the 1997 quarter.
Net cash (used in) investing activities of $4.0 million in the 1997
quarter related primarily to 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 $8.5 million during the remaining nine months of 1997. Such
projected capital expenditures will be funded with cash flow from operations,
borrowings, or operating leases. In prior periods, substantially all revenue
equipment additions were financed through borrowing or leasing transactions and
proceeds of the Company's initial public offering.(*)
Net cash provided by financing activities of $3.2 million for the three
months ended March 31, 1997, consisted primarily of net borrowings of $1.1
million of principal under the Company's long-term debt agreements and net
borrowings of $2.0 million under the Company's line of credit.
The maximum amount available under the Company's primary line of credit
at March 31, 1997, was $10 million, on which the Company had an outstanding
balance of $6.5 million. The interest rate on the line of credit is 125 basis
points over the Federal Funds Rate. The line of credit is collateralized by
accounts receivable. At March 31, 1997, the Company had outstanding long-term
debt (including current maturities) consisting of approximately $17.0 million,
most of which was comprised of obligations for the purchase of revenue
equipment. Interest rates on this debt range from 5.7% to 7.9%, and the
principal amounts mature at various dates through March 2002.
- --------
(*) May contain "forward-looking" statements.
Page 12 of 16
<PAGE>
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
1 Form of Underwriting Agreement, filed as Exhibit 1 to the Company's
Registration Statement on Form S-1, Registration No. 33-90356,
effective June 27, 1996, and incorporated herein by reference.
2.1 Exchange Agreement dated as of March 1, 1995, among William G. and
Marlys L. Smith, William G. Smith d/b/a Smith Leasing, G. Larry
Owens, Smithway Motor Xpress, Inc. Employee Stock Ownership Plan
and Trust, and Smithway Motor Xpress Corp., a Nevada corporation,
filed as Exhibit 2.1 to the Company's Registration Statement on
Form S-1, Registration No. 33-90356, effective June 27, 1996, and
incorporated herein by reference.
2.2 Asset Purchase Agreement dated May 31, 1995, among Smithway Motor
Xpress, Inc., Van Tassel, Inc., Teresa Van Tassel and Douglas Van
Tassel, filed as Exhibit 2.2 to the Company's Registration State-
ment on Form S-1, Registration No. 33-90356, effective June 27,
1996, and incorporated herein by reference.
2.3 Amendment No. 1 to Exchange Agreement dated as of June 29, 1995,
among William G. and Marlys L. Smith, William G. Smith d/b/a Smith
Leasing, G. Larry Owens, Smithway Motor Xpress, Inc. Employee Stock
Ownership Plan and Trust, and Smithway Motor Xpress Corp., a Nevada
corporation, filed as Exhibit 2.3 to the Company's Registration
Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996, and incorporated herein by reference.
2.4 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 the
Company's Registration Statement on Form S-1, Registration No.
33-90356, effective June 27, 1996, and incorporated herein by
reference.
Page 13 of 16
<PAGE>
Exhibit
Number Description
2.5 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, filed as
Exhibit 2.5 to the Company's Form 10-K for the year ended December
31, 1996, and incorporated herein by reference.
2.6 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, filed as Exhibit 2.6 to the Company's Form 10-K
for the year ended December 31, 1996, and incorporated herein by
reference.
2.7 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, filed as Exhibit 2.7 to the Company's Form 10-K
for the year ended December 31, 1996, and incorporated herein by
reference.
3.1 Articles of Incorporation, filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-90356,
effective June 27, 1996, and incorporated herein by reference.
3.2 Bylaws, filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996, and incorporated herein by reference.
4.1 Articles of Incorporation, filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-90356,
effective June 27, 1996, and incorporated herein by reference.
4.2 Bylaws, filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996, and incorporated herein by reference.
10.1 Outside Director Stock Plan dated March 1, 1995, filed as Exhibit
10.2 to the Company's Registration Statement on Form S-1,
Registration No. 33-90356, effective June 27, 1996, and
incorporated herein by reference.
10.2 Incentive Stock Plan, adopted March 1, 1995, filed as Exhibit 10.3
to the Company's Registration Statement on Form S-1, Registration
No. 33-90356, effective June 27, 1996, and incorporated herein by
reference.
10.3 401(k) Plan, adopted August 14, 1992, as amended, filed as Exhibit
10.4 to the Company's Registration Statement on Form S-1,
Registration No. 33-90356, effective June 27, 1996, and
incorporated herein by reference.
10.4 Form of Agency Agreement between Smithway Motor Xpress, Inc. and
its independent commission agents, filed as Exhibit 10.10 to the
Company's Registration Statement on Form S-1, Registration No.
33-90356, effective June 27, 1996, and incorporated herein by
reference.
10.5 Memorandum of officer incentive compensation policy, filed as
Exhibit 10.12 to the Company's Registration Statement on Form S-1,
Registration No. 33-90356, effective June 27, 1996, and
incorporated herein by reference.
Page 14 of 16
<PAGE>
Exhibit
Number Description
10.6 Form of Independent Contractor Agreement between Smithway Motor
Xpress, Inc. and its independent contractor providers of tractors,
filed as Exhibit 10.14 to the Company's Registration Statement on
Form S-1, Registration No. 33-90356, effective June 27, 1996, and
incorporated herein by reference.
10.7 Amendment No. 1 to Exchange Agreement dated as of June 29, 1995,
among William G. and Marlys L. Smith, William G. Smith d/b/a Smith
Leasing, G. Larry Owens, Smithway Motor Xpress, Inc. Employee Stock
Ownership Plan and Trust, and Smithway Motor Xpress Corp., a Nevada
corporation, filed as Exhibit 2.3 to the Company's Registration
Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996, and incorporated herein by reference.
10.8 Acquisition Agreement dated May 31, 1995, among Smithway Motor
Xpress, Inc., Van Tassel, Inc., Teresa Van Tassel, and Douglas Van
Tassel, filed as Exhibit 2.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996, and incorporated herein by reference.
10.9 Acquisition 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 the
Company's Registration Statement on Form S-1, Registration No.
33-90356, effective June 27, 1996, and incorporated herein by
reference.
10.10 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, filed as
Exhibit 2.5 to the Company's Form 10-K for the year ended December
31, 1996, and incorporated herein by reference.
10.11 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, filed as Exhibit 2.6 to the Company's Form 10-K
for the year ended December 31, 1996, and incorporated herein by
reference.
10.12 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, filed as Exhibit 2.7 to the Company's Form 10-K
for the year ended December 31, 1996, and incorporated herein by
reference.
27 * Financial Data Schedule.
* Filed herewith.
(b) Reports on Form 8-K.
None.
Page 15 of 16
<PAGE>
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 15, 1997 By: /s/ G. Larry Owens
------------------
G. Larry Owens,
Executive Vice President and
Chief Financial Officer
Page 16 of 16
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000941914
<NAME> SMITHWAY MOTOR XPRESS CORP.
<MULTIPLIER> 1000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 607
<SECURITIES> 0
<RECEIVABLES> 13,496
<ALLOWANCES> 0
<INVENTORY> 745
<CURRENT-ASSETS> 19,295
<PP&E> 59,957
<DEPRECIATION> 18,905
<TOTAL-ASSETS> 62,111
<CURRENT-LIABILITIES> 19,059
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> 25,094
<TOTAL-LIABILITY-AND-EQUITY> 62,111
<SALES> 0
<TOTAL-REVENUES> 26,908
<CGS> 0
<TOTAL-COSTS> 24,953
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 316
<INCOME-PRETAX> 1,639
<INCOME-TAX> 688
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 951
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
