UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to __________________
Commission file number 0-20793
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT
PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SMITHWAY MOTOR XPRESS CORP.
2031 QUAIL AVENUE
FORT DODGE, IOWA 50501
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Financial Statements and Schedule
December 31, 2003 and 2002
(With Report of Independent Registered Public Accounting Firm)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
SCHEDULE
1 Schedule of Assets Held for Investment Purposes at End of Year 8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Trustees
Smithway Motor Xpress, Inc. 401(k) Retirement Savings and Investment Plan:
We have audited the statements of net assets available for plan benefits of
Smithway Motor Xpress, Inc. 401(k) Retirement Savings and Investment Plan (the
Plan) as of December 31, 2003 and 2002, and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Smithway
Motor Xpress, Inc. 401(k) Retirement Savings and Investment Plan as of December
31, 2003 and 2002, and the changes in its net assets available for plan benefits
for the years then ended, in conformity with the standards of the Public Company
Accounting Oversight Board (United States).
Our audits of the Plan's financial statements as of and for the years ended
December 31, 2003 and 2002 were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedule is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
June 28, 2004
Des Moines, Iowa
1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002
2003 2002
---------- ---------
Assets:
Cash $ 41,280 325,731
---------- ---------
Investments (note 9):
Investment in registered investment companies 7,233,890 6,739,050
Common stock 944,393 406,954
Loans to participants 559,263 521,500
---------- ---------
8,737,546 7,667,504
---------- ---------
Contributions receivable -- employees 64,658 79,964
Other receivables 16,644 207
---------- ---------
Total assets 8,860,128 8,073,406
Liabilities (note 6) 41,133 16,098
---------- ---------
Net assets available for plan benefits (note 2) $8,818,995 8,057,308
========== =========
See accompanying notes to financial statements.
2
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2003 and 2002
2003 2002
---------- ----------
Additions to net assets attributed to:
Employer contributions (note 3) $ -- 1,850
Employee contributions and rollovers (note 3) 842,807 1,085,241
Net investment gain (loss) (notes 2 and 9) 1,837,831 (2,032,880)
---------- ----------
Total additions (losses) 2,680,638 (945,789)
---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,877,333 1,362,817
Administrative fees 41,618 45,921
---------- ----------
Total deductions 1,918,951 1,408,738
---------- ----------
Net increase (decrease) in net assets available
for plan benefits 761,687 (2,354,527)
Net assets available for plan benefits:
Beginning of year 8,057,308 10,411,835
---------- ----------
End of year $8,818,995 8,057,308
========== ==========
See accompanying notes to financial statements
3
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PLAN INFORMATION AND BASIS OF PRESENTATION
The accompanying financial statements of Smithway Motor
Xpress, Inc. 401(k) Retirement Savings and Investment Plan
(the Plan) have been prepared on the accrual basis of
accounting and are subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is
sponsored by Smithway Motor Xpress Corp. (the Company) and has
two entry dates per year. Full-time employees are eligible for
participation in the Plan on the next entry date after
completing one year of service and attaining twenty-one years
of age. Participants should refer to the Plan agreement for
more complete information.
(b) INVESTMENTS
Investments, other than loans, are reported at fair value as
determined by using available market information. Purchases
and sales of securities are recorded on a trade-date basis.
Loans to participants are valued at their unpaid principal
balance, representing estimated fair value.
Net investment income includes investment income, realized
gains (losses), and unrealized appreciation (depreciation) on
investments held.
(c) ADMINISTRATIVE FEES
Certain administrative fees are paid by the Company.
(d) INCOME TAXES
The Internal Revenue Service has issued a determination letter
that the Plan is qualified, and the trust established under
the Plan is tax-exempt, under Sections 401(a) and 501(a) of
the Internal Revenue Code. UMB Bank (the Plan Administrator)
and the Plan's tax counsel believe the Plan is currently
designed and operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, they
believe the Plan was qualified and the related trust was
tax-exempt as of December 31, 2003 and 2002. Future
qualification of the Plan will depend on continuing operation
in compliance with the Internal Revenue Code.
(e) USE OF ESTIMATES
The Plan Administrator has made a number of estimates and
assumptions relating to
4
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2003 and 2002
the reporting of assets, liabilities, and changes therein to
prepare these financial statements in conformity with
accounting principles generally accepted in the United States
of America. Actual results could differ from those estimates.
(2) NET ASSETS AVAILABLE FOR PLAN BENEFITS
The Plan Administrator maintains funds received from the Plan primarily
in registered investment companies or in the Company's common stock.
(3) CONTRIBUTIONS
Under the terms of the Plan agreement, the Company may, at its
discretion, make annual contributions to the Plan, which shall be
allocated to eligible participants based on a percentage of the total
deferred compensation contributed during the Plan year. Forfeitures, if
any, are used to reduce future employer contributions.
Employees may make voluntary contributions to the Plan up to 15% of
their compensation, subject to certain limitations as specified in the
Plan agreement. Effective January 1, 2003, there will be no maximum
percentage applied to such deferrals and contributions will only be
limited to certain IRS limitations.
(4) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution, the employer's contribution, and an allocation of Plan
earnings. Each participant will be permitted to direct the Plan
Administrator to invest their individual accounts into various approved
investments permitted under the Plan.
Participants are immediately vested in their voluntary contributions
and the earnings thereon. Vesting in the remainder of their accounts is
based on years of service in which the participant has completed at
least 1,000 hours of service. A participant is 100% vested after six
years of service.
(5) BENEFITS
Under the terms of the Plan agreement, participants or their
beneficiaries are eligible for benefits upon retirement, death, or
disability. Benefits shall be distributed through one of several
options selected by the participants, as defined in the Plan agreement.
5
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(6) LIABILITIES
Liabilities include refunds payable for excess contributions received
by the Plan which are reimbursable to the participants, benefit claims
payables, and other miscellaneous operating payables.
(7) PLAN TERMINATION
Although the Company has not expressed any intent to terminate its
participation in the Plan, it may do so at any time, subject to the
provisions set forth in ERISA. Should the Plan be terminated at some
future time, all participants become 100% vested in benefits earned as
of the termination date.
(8) PARTY-IN-INTEREST TRANSACTIONS
Transactions resulting in Plan assets being transferred to or used by a
related party are prohibited under ERISA unless a specific exemption
applies. UMB Bank, as Plan Administrator, is a party-in-interest as
defined by ERISA as a result of investing Plan assets in its own funds.
The Company is a party-in-interest as a result of the Plan participants
being able to invest in Company stock. A participant who acquires a
participant loan is a party-in-interest. However, such transactions are
exempt and are not prohibited by ERISA.
6
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(9) INVESTMENTS
The fair values of the investments of the Plan at December 31, 2003 and
2002 were as follows:
2003 2002
---------- ---------
Fidelity Magellan Fund $2,278,481 2,113,756
Capital Preservation Fund 929,098 1,066,795
Strong Government Securities 850,278 1,043,428
Smithway Motor Xpress Corp. common stock * 944,393 406,954
Fidelity Equity Growth Fund 65,253 25,449
MFS Total Return Fund 1,395,825 1,327,972
MFS Mid Cap Growth Fund 1,477,985 1,015,578
UMB Scout Worldwide Fund * 12,810 5,929
UMB Scout Equity Index Fund * 43,301 41,773
Washington Mutual Investors Fund 180,859 98,370
Participant Loans * 559,263 521,500
---------- ---------
$8,737,546 7,667,504
========== =========
Included in net investment gain (loss) for the years ended December 31,
2003 and 2002 is appreciation (depreciation) of investments (including
gains and losses on investments bought and sold, as well as held during
the year) and investment income as follows:
2003 2002
---------- ---------
Registered investment companies $1,242,711 (1,478,276)
Common stock * 567,130 (594,065)
Participant loans * 27,990 39,461
---------- ---------
$1,837,831 (2,032,880)
========== ==========
* Party-in-interest
(10) PARTICIPANT LOANS
Participants are allowed to borrow from the vested portion of their
account. The minimum loan is $1,000. The maximum loan is the lesser of
50% of the participant's vested account balance or $50,000.
7
SCHEDULE 1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Schedules of Assets Held for Investment Purposes at End of Year
December 31, 2003
2003
---------------------------------
FAIR
DESCRIPTION COST VALUE
- -------------------------------------------- ----------- -----------
Fidelity Magellan Fund $ 2,147,893 2,278,481
Capital Preservation Fund 929,098 929,098
Strong Government Securities 848,661 850,278
Smithway Motor Xpress Corp. common stock * 457,066 944,393
Fidelity Equity Growth Fund 57,051 65,253
MFS Total Return Fund 1,317,368 1,395,825
MFS Mid Cap Growth Fund 1,741,858 1,477,985
UMB Scout Worldwide Fund * 11,085 12,810
UMB Scout Equity Index Fund * 38,816 43,301
Washington Mutual Investors Fund 163,520 180,859
----------- -----------
7,712,416 8,178,283
Loans to participants * (with interest
rates from 4.25% to 10.5% and
various maturity dates) 559,263 559,263
----------- -----------
$ 8,271,679 8,737,546
=========== ===========
*Party-in-interest
See accompanying report of independence registered public accounting firm.
8
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Date: July 7, 2004 By: /s/ Tom Nelson
----------------------------------
Tom Nelson, Administrator
9
EXHIBIT INDEX
Exhibit
Number
- ------
23 Consent of KPMG LLP, certified public accountants
10