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, 2004.
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, 2004 and 2003
(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, 2004 and 2003, 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, 2004 and 2003, and the changes in its net assets available for plan benefits
for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Our audits of the Plan's financial statements as of and for the years ended
December 31, 2004 and 2003 were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedule 1 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 29, 2005
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, 2004 and 2003
2004 2003
----------- -----------
Assets:
Cash $ -- 41,280
----------- -----------
Investments (note 9):
Investment in registered investment companies 6,450,142 7,233,890
Investment in common trusts 823,767 --
Common stock 2,993,009 944,393
Loans to participants 439,477 559,263
----------- -----------
10,706,395 8,737,546
----------- -----------
Contributions receivable:
Employer 188,596 --
Employee 81,948 64,658
Other receivables -- 16,644
----------- -----------
Total assets 10,976,939 8,860,128
Liabilities (note 6) -- 41,133
----------- -----------
Net assets available for plan benefits (note 2) $10,976,939 8,818,995
=========== ===========
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, 2004 and 2003
2004 2003
----------- -----------
Additions to net assets attributed to:
Employer contributions (note 3) $ 188,596 --
Employee contributions and rollovers (note 3) 1,013,113 842,807
Net investment gain (notes 2 and 9) 2,815,263 1,837,831
----------- -----------
Total additions 4,016,972 2,680,638
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,842,956 1,877,333
Administrative fees 11,257 41,618
Other 4,815 --
----------- -----------
Total deductions 1,859,028 1,918,951
----------- -----------
Net increase in net assets available
for plan benefits 2,157,944 761,687
Net assets available for plan benefits:
Beginning of year 8,818,995 8,057,308
----------- -----------
End of year $10,976,939 8,818,995
=========== ===========
See accompanying notes to financial statements.
3
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2004 and 2003
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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.
ADMINISTRATIVE FEES
Certain administrative fees are paid by the Company.
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. Franklin
Templeton (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,
2004 and 2003. Future qualification of the Plan will depend on continuing
operation in compliance with the Internal Revenue Code.
USE OF ESTIMATES
The Plan Administrator has made a number of estimates and assumptions
relating to 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.
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.
4 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2004 and 2003
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. Contributions totaled $188,596 and $0 for
the years ended December 31, 2004 and 2003, respectively. 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.
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.
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.
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.
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.
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.
Franklin Templeton, 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.
5 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2004 and 2003
INVESTMENTS
The fair values of the investments of the Plan at December 31, 2004 and 2003
were as follows:
2004
-----------
Franklin Templeton Stable Value Fund * $ 823,767
Franklin Templeton U.S. Government Securities Fund * 774,309
Franklin Templeton Total Return Fund * 32,894
Franklin Templeton Income Fund * 1,378,880
Franklin Templeton Age High Income Fund * 25,926
Franklin Templeton Growth Fund * 124,059
Mutual Shares * 227,652
Franklin Templeton Small Cap Value Fund * 38,330
Fidelity Magellan Fund 2,154,717
Franklin Templeton Capital Growth Fund * 112,288
Franklin Templeton Flex Cap Growth Fund * 1,478,282
Franklin Templeton Small-Midcap Growth Fund * 25,631
Templeton Growth Fund * 77,174
Smithway Motor Xpress Corp. common stock * 2,993,009
Participant Loans * 439,477
-----------
$10,706,395
2003
-----------
Fidelity Magellan Fund $ 2,278,481
Capital Preservation Fund 929,098
Strong Government Securities 850,278
Smithway Motor Xpress Corp. common stock * 944,393
Fidelity Equity Growth Fund 65,253
MFS Total Return Fund 1,395,825
MFS Mid Cap Growth Fund 1,477,985
UMB Scout Worldwide Fund * 12,810
UMB Scout Equity Index Fund * 43,301
Washington Mutual Investors Fund 180,859
Participant Loans * 559,263
-----------
$ 8,737,546
===========
6 (Continued)
Included in net investment gain for the years ended December 31, 2004 and
2003 is appreciation of investments (including gains and losses on
investments bought and sold, as well as held during the year) and investment
income as follows:
2004 2003
---------- ----------
Registered investment companies $ 404,515 1,242,711
Common stock * 2,386,815 567,130
Participant loans * 23,933 27,990
---------- ----------
$2,815,263 1,837,831
========== ==========
* Party-in-interest
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, 2004
DESCRIPTION COST FAIR VALUE
- ---------------------------------------------------------------- ----------- -----------
Franklin Templeton Stable Value Fund * $ 823,767 823,767
Franklin Templeton U.S. Government Securities Fund * 784,996 774,309
Franklin Templeton Total Return Fund * 32,550 32,894
Franklin Templeton Income Fund * 1,326,341 1,378,880
Franklin Templeton Age High Income Fund * 24,928 25,926
Franklin Templeton Growth Fund * 113,804 124,059
Mutual Shares * 211,350 227,652
Franklin Templeton Small Cap Value Fund * 34,438 38,330
Fidelity Magellan Fund 2,066,418 2,154,717
Franklin Templeton Capital Growth Fund * 106,758 112,288
Franklin Templeton Flex Cap Growth Fund * 1,359,807 1,478,282
Franklin Templeton Small-Midcap Growth Fund * 22,946 25,631
Templeton Growth Fund * 71,999 77,174
Smithway Motor Xpress Corp. common stock * 957,475 2,993,009
----------- -----------
7,937,577 10,266,918
Loans to participants * (with interest rates from 4.25% to 10.5% 439,477 439,477
and various maturity dates)
----------- -----------
$ 8,377,054 10,706,395
=========== ===========
*Party-in-interest.
See accompanying independent auditors' report.
8
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
DESCRIPTION COST FAIR 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% 559,263 559,263
and various maturity dates)
---------- ----------
$8,271,679 8,737,546
========== ==========
*Party-in-interest.
See accompanying independent auditors' report.
9
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: June 29, 2005 By: /s/ Tom Nelson
-----------------------------------
Tom Nelson, Administrator
10
EXHIBIT INDEX
Exhibit
Number
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23 Consent of KPMG LLP, independent registered public accounting firm