UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PLAN YEAR ENDED DECEMBER 31, 1999
0-27208
(Commission File Number)
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
(Title of the Plan)
SIMON TRANSPORTATION SERVICES INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
5175 West 2100 South, Salt Lake City, Utah 84120
(Address of Principal Executive Office)
EIN: 87-0293383
Plan Number: 002
DICK SIMON TRUCKING, INC.
PROFIT SHARING PLAN AND TRUST
Financial Statements as of
December 31, 2000 and 1999
And for the Year Ended, December 31, 2000
Together With Report of
Independent Public Accountants
Report of Independent Public Accountants
To the Administrator and Participants of the
Dick Simon Trucking, Inc. Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for benefits
of the Dick Simon Trucking, Inc. Profit Sharing Plan and Trust (the "Plan") as
of December 31, 2000 and 1999, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2000. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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 benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule H, Line 4i - Schedule of
Assets (Held at End of Year) is presented for purposes 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. The 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.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
April 30, 2001
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Index to Financial Statements and Schedule
Page
Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999 1
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2000 2
Notes to Financial Statements 3 - 6
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2000 7 - 8
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
2000 1999
---------------------- ----------------------
Investments, at fair value:
Fidelity Advisor Funds-
Growth Opportunities Fund $ 1,312,616 $ 1,588,469
Equity Growth Fund 1,177,098 1,366,292
Daily Money Fund: U.S. Treasury 500,650 502,100
Equity Income Fund 370,539 324,819
High Yield Fund 204,852 262,148
Mid Cap Fund 182,447 39,695
Daily Money Fund: Money Market 174,432 53,350
Overseas Fund 163,381 199,379
Large Cap Fund 149,123 79,815
Natural Resources Fund 138,178 116,346
Value Strategies Fund 56,301 39,238
Balanced Fund 53,035 56,677
Government Investment Fund 34,030 17,390
Short Fixed Income Fund 31,222 25,713
Emerging Markets Income Fund 24,356 25,478
Strategic Income Fund 23,060 19,499
Intermediate Bond Fund 22,104 17,948
Other investments -
Simon Transportation Services, Inc. common stock 687,156 913,557
Participant loans 483,256 533,648
---------------------- ----------------------
Total investments 5,787,836 6,181,561
---------------------- ----------------------
Cash 285 162
---------------------- ----------------------
Receivables:
Participant contributions 63,204 67,559
Employer contributions 28,092 29,194
Accrued interest and dividends 3,196 3,709
---------------------- ----------------------
Total receivables 94,492 100,462
---------------------- ----------------------
Liability:
Excess contributions payable (40,437) (10,969)
---------------------- ----------------------
Net assets available for benefits $ 5,842,176 $ 6,271,216
====================== ======================
The accompanying notes to financial statements are an integral part
of these statements.
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2000
Additions to net assets attributed to:
Contributions-
Employer $ 276,540
Participant 842,117
Rollovers 97,398
---------------------
Total contributions 1,216,055
---------------------
Investment income (loss) -
Net realized loss (119,792)
Net unrealized depreciation in fair value of investments (769,434)
Interest and dividends 379,472
---------------------
Total investment loss, net (509,754)
---------------------
Total additions, net 706,301
---------------------
Reductions in net assets attributed to:
Distributions to participants (1,103,987)
Administrative expenses (31,354)
---------------------
Total reductions (1,135,341)
---------------------
Net decrease in net assets available for benefits (429,040)
Net assets available for benefits, beginning of the year 6,271,216
---------------------
Net assets available for benefits, end of the year $ 5,842,176
=====================
The accompanying notes to financial statements are an integral part
of these statements.
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
(1) Plan Description
Simon Transportation Services, Inc. (the "Company") adopted the Dick Simon
Trucking, Inc. Retirement Plan on October 1, 1987. The Plan was first amended on
December 7, 1990 and its name was changed to the Dick Simon Trucking, Inc.
401(k) Profit Sharing Plan. The Plan was amended again on August 10, 1995 and
its name was changed to the Dick Simon Trucking, Inc. Profit Sharing Plan and
Trust (the "Plan"). On June 20, 1996, the Company adopted the Stanwich Benefits
Group, Inc. Regional Prototype Standardized 401(k) Profit Sharing Plan and Trust
which amended and restated the Plan in its entirety effective July 1, 1996.
Members of the Company's management serve as trustees of the Plan and Fidelity
Advisor Funds holds the plan assets and executes investment transactions. The
Plan is subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
The following description provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
Eligibility, Contributions and Benefits
Employees who have completed one year of service and who have attained 21 years
of age are eligible to participate in the Plan. An eligible employee becomes a
participant on the next January 1 or July 1 following the date the employee
satisfies the eligibility requirements.
Participants elect both the amount of the salary reduction contribution and the
allocation of the salary reduction contribution among the investment options
within the Plan. Salary reduction contributions cannot exceed the lesser of 15
percent of the participant's pretax eligible gross compensation or the maximum
amount allowable under the Internal Revenue Code ("IRC").
The Company makes discretionary contributions to the Plan, matching each
participant's salary reduction contribution dollar-for-dollar up to 3 percent of
the participant's eligible gross compensation. The Company may also make
additional discretionary contributions to the Plan. Participants elect the
allocation of the Company contributions among the investment options.
Participants are immediately vested in their salary reduction contributions and
related earnings. Participants vest ratably in employer matching contributions
over six years of service or fully vest upon occurrence of one of the following
events: 1) normal retirement at age 65, 2) death while employed by the Company,
or 3) permanent disability. Benefits are normally paid at retirement,
disability, death or other termination. Benefit distributions may be made in a
single lump sum payment or an annuity.
Forfeitures of nonvested employer matching contributions, which amounted to
$55,442 during the year ended December 31, 2000, are offset against future
employer matching contributions. During the year ended December 31, 2000,
$62,234 of forfeitures were used to reduce employer matching contributions. As
of December 31, 2000, approximately $8,860 of forfeitures had not yet been
utilized by the Company.
Investment Options
The Plan provides for sixteen investment options listed below. In addition,
participants may borrow from their accounts. The investment funds, except for
the Simon Transportation Services Inc. common stock fund, are managed by
Fidelity Advisor Funds.
Fidelity Advisor Growth Opportunities Fund - The fund seeks growth through a
core investment in traditional growth stocks -- companies with above-average
growth in sales or earnings -- plus other opportunities such as special
situations, debt securities and cyclicals.
Fidelity Advisor Equity Growth Fund - The fund seeks to achieve capital
appreciation by investing primarily in growth stocks that demonstrate the
potential for above average earnings or sales growth.
Fidelity Advisor Daily Money Fund: U.S. Treasury Portfolio - The fund seeks to
obtain as high a level of current income as is consistent with the preservation
of capital and liquidity. The fund invests only in U.S. treasury securities and
repurchase agreements for these securities.
Fidelity Advisor High Yield Fund - Investment focus on mature companies that are
poised for dramatic growth; and "turnarounds," companies which are expected to
return to favor in the marketplace. Bonds are evaluated on the basis of their
potential for total return, including high interest and growth of capital
investment.
Fidelity Advisor Equity Income Fund - The fund seeks stocks that have
above-average dividends, are undervalued (which may give them more upward and
less downward potential) and have increasing dividends.
Fidelity Advisor Overseas Fund - The fund primarily invests in securities of
companies located in the Americas (other than the United States), Far East, the
Pacific Basin and Western Europe.
Fidelity Advisor Natural Resources Fund - The fund seeks long-term growth by
investing primarily in domestic and foreign natural resources-related companies
across a broadly diversified spectrum of industries.
Fidelity Advisor Balanced Fund - The fund utilizes a balanced approach to
provide the best possible return from income-producing securities. Investments
include U.S. Treasury issues, corporate bonds, foreign investments, convertible
securities and stocks.
Fidelity Advisor Large Cap Fund - The fund seeks long-term growth of capital by
investing primarily in equity securities of companies with large market
capitalizations.
Fidelity Advisor Value Strategies Fund - The fund seeks long-term capital
appreciation by investing in securities that are undervalued or undiscovered by
the marketplace.
Fidelity Advisor Short Fixed-Income Fund - The fund seeks to diversify among a
broad range of short-term, investment-grade bonds. Capital preservation takes a
high priority, but the fund manager also invests for high income.
Fidelity Advisor Mid Cap Fund - The fund seeks long-term growth of capital by
normally investing at least 65 percent of its total assets in mid-cap stocks.
The fund may invest the remaining 35 percent of its assets in other securities.
Fidelity Advisor Strategic Income Fund - The fund uses a multi-sector asset
allocation process that strategically shifts the fund's weighting among four
general investment categories: high yield securities, U.S. government and
investment-grade securities, emerging market securities and foreign developed
market securities.
Fidelity Advisor Government Investment Fund - Invests primarily in securities
backed by the full faith and credit of the U.S. government and it's various
agencies and instrumentalities.
Fidelity Advisor Intermediate Bond Fund - The fund seeks a high rate of income
consistent with the preservation of capital, along with greater stability
through investments in high-quality fixed-income securities.
Fidelity Advisor Emerging Markets Income Fund - The fund seeks high income and,
as a secondary objective, the potential for growth by investing in bonds from
countries that have the potential for rapid economic expansion.
Simon Transportation Services, Inc. Common Stock - Funds are invested in shares
of Simon Transportation Services, Inc.'s Class A common stock. Any dividends
declared on the stock will be invested in additional shares of such stock.
Participant Loans
Participants may borrow from their fund accounts up to the lesser of $50,000 or
50 percent of the participant's vested interest, as defined. The minimum amount
for any loan is $1,000. The loans bear interest at one percent above prime rate
on the date of the loan. As of December 31, 2000, the interest rates on
participant loans ranged from 8.75 to 10.5 percent. Loans must be repaid within
five years, except for loans used to acquire a principal residence which must be
repaid over a reasonable period of time determined by the trustees of the Plan.
All loans are secured by the participant's account and, regardless of term,
become due and payable upon termination of the participant's employment. Fees
and expenses incurred by the Plan in originating a loan are paid by the
respective participant as a deduction from the loan proceeds.
Termination of the Plan
The Company may terminate the Plan at any time subject to the provisions of
ERISA. If the Plan is terminated, the participants become fully vested and have
a nonforfeitable interest in their accounts.
(2) Summary of Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan's
management to use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from these
estimates.
Basis of Presentation
The accounting records of the Plan are maintained on the accrual basis in
accordance with accounting principles generally accepted in the United States.
Distributions to participants are recorded when paid.
Interest and Dividend Income
Interest income is recorded as earned on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Investment Valuation
The Plan provides for investments in certain investment securities. These
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility risks. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the accompanying
statements of net assets available for benefits.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the year. Mutual funds are
valued at net asset value as reported by the fund. Participant loans are
reported at book value, which approximates fair value.
Expenses
The Plan pays all administrative expenses and fees relating to investment and
management of the Plan funds, except certain legal fees which are paid by the
Company. Fees relating to certain withdrawals are paid by the participant.
Net Unrealized Appreciation (Depreciation) in Fair Value of Investments
Net unrealized appreciation (depreciation) in fair value of investments is
determined by comparing the fair value of each investment at the beginning of
the plan year (or at the date of purchase for investments acquired during the
plan year) with the fair value at the end of the plan year.
Net Realized Gain (Loss) on Investments
Net realized gain (loss) on investments is determined by comparing the sales
price of each investment as of the disposition date with the fair value at the
beginning of the plan year (or at the date of purchase for investments acquired
during the current plan year).
(3) Federal Income Taxes
The Internal Revenue Service has determined and informed the Company by a letter
dated October 25, 1993 that the Plan is qualified and the trust established
under the Plan is tax-exempt, under the appropriate sections of the IRC. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC. Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date.
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2000
(b) Identity of issue,
borrower, lessor or similar (d)
(a) party (c) Description of investment Current value
- --------- ------------------------------- ----------------------------------------------- ------------------
* Fidelity Investments 38,437 shares of Fidelity Advisor Growth $ 1,312,616
Opportunities Fund
* Fidelity Investments 19,760 shares of Fidelity Advisor Equity 1,177,098
Growth Fund
* Simon Transportation 129,347 shares of common stock 687,156
Services, Inc.
* Fidelity Investments 500,650 shares of Fidelity Advisor Daily 500,650
Money Fund: US Treasury
* Fidelity Investments 14,318 shares of Fidelity Advisor Equity 370,539
Income Fund
* Fidelity Investments 22,098 shares of Fidelity Advisor High Yield 204,852
Fund
* Fidelity Investments 8,189 shares of Fidelity Advisor Mid Cap Fund 182,447
* Fidelity Investments 174,432 shares of Fidelity Advisor Daily 174,432
Money Fund: Money Market
* Fidelity Investments 9,417 shares of Fidelity Advisor Overseas Fund 163,381
* Fidelity Investments 8,194 shares of Fidelity Advisor Large Cap 149,123
Fund
* Fidelity Investments 4,891 shares of Fidelity Advisor Natural 138,178
Resources Fund
* Fidelity Investments 2,330 shares of Fidelity Advisor Value 56,301
Strategies Fund
* Fidelity Investments 3,266 shares of Fidelity Advisor Balanced Fund 53,035
* Fidelity Investments 3,519 shares of Fidelity Advisor Government 34,030
Investment Fund
* Fidelity Investments 3,383 shares of Fidelity Advisor Short Fixed 31,222
Income Fund
DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued)
As of December 31, 2000
(b) Identity of issue,
borrower, lessor or similar (d)
(a) party (c) Description of investment Current value
- --------- ------------------------------- ----------------------------------------------- ------------------
* Fidelity Investments 2,488 shares of Fidelity Advisor Emerging $ 24,356
Market Income Fund
* Fidelity Investments 2,281 shares of Fidelity Advisor Strategic 23,060
Income Fund
* Fidelity Investments 2,101 shares of Fidelity Advisor Intermediate 22,104
Bond Fund
* Participant loans Interest rates ranging from 8.75% to 10.5% 483,256
* Denotes party-in-interest