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, 1999.
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, 1999 and 1998
(With Independent Auditors' Report Thereon)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 2
Notes to Financial Statements 3
Schedule
1 Item 27a - Schedules of Assets Held for Investment Purposes 6
Independent Auditors' Report
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
as of December 31, 1999 and 1998, 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 auditing standards generally
accepted in the United States of America. 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, 1999 and 1998, and the changes in its net assets
available for plan benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audit of the Plan's financial statements as of and for the years ended
December 31, 1999 and 1998, was made for the purpose of forming an opinion
on the 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.
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.
KPMG LLP
Des Moines, Iowa
June 6, 2000
1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
1999 1998
-------------- ---------------
Assets:
Cash $ 439,946 375,187
-------------- ---------------
Investments:
Investment in registered investment companies 9,352,826 6,199,616
Common stock 1,862,419 3,562,971
Loans to participants 888,369 920,114
-------------- ---------------
12,103,614 10,682,701
Contributions receivable - employees 144,839 108,783
Contributions receivable - employer 262,998 229,526
Other receivables 413 11,186
-------------- ---------------
Total assets 12,951,810 11,407,383
Liabilities (note 6) 55,325 29,137
-------------- ---------------
Net assets available for benefits (note 2) $ 12,896,485 11,378,246
============== ===============
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999 and 1998
1999 1998
-------------- ---------------
Additions to net assets attributed to:
Employer contributions (note 3) $ 263,398 225,379
Employee contributions and rollovers (note 3) 1,703,325 1,289,811
Net investment income (loss) (notes 2 and 8) 837,741 (1,433,705)
-------------- ---------------
Total additions 2,804,464 81,485
-------------- ---------------
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,189,404 1,668,849
Administrative fees 92,138 39,628
Other 4,683 187
-------------- ---------------
Total deductions 1,286,225 1,708,664
-------------- ---------------
Net increase (decrease) in net assets available for benefits 1,518,239 (1,627,179)
Net assets available for benefits:
Beginning of year 11,378,246 13,005,425
-------------- ---------------
End of year $ 12,896,485 11,378,246
============== ===============
See accompanying notes to financial statements.
2
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) 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. 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. 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. The Plan has been amended since receiving the determination
letter. An updated determination letter has not been requested; however,
UMB Bank (the Plan Administrator) and the Plan's tax counsel believe the
Plan is currently designed and being 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, 1999 and 1998. 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 and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
3
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Effect of New Accounting Standards
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ending after
December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ended
December 31, 1999. Accordingly information previously required to be
disclosed about participant-directed fund investment programs is not
presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the current
year's presentation.
(2) Net Assets Available for 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.
Employees may make voluntary contributions to the Plan up to 15% of
their compensation, subject to certain limitations as specified in the
Plan agreement.
(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.
(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.
4
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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) Investments
The fair values of the investments of the Plan at December 31, 1999 and
1998 were as follows:
1999 1998
------------------ ------------------
Fidelity Asset Manager $ 1,508,986 1,192,425
Fidelity Magellan Fund 3,436,326 2,252,346
Capital Preservation Fund 860,617 757,071
PBHG Growth Fund 2,002,400 900,413
Putnam Vista Fund 841,936 434,550
Strong Government Securities 702,561 662,811
Smithway Motor Xpress Corp. 1,862,419 3,562,971
common stock
Participant Loans 888,369 920,114
------------------ ------------------
$ 12,103,614 10,682,701
================== ==================
Included in net investment income (loss) for the years ended December 31, 1999
and 1998 was appreciation (depreciation) of investments (including gains and
losses on investments bought and sold, as well as held during the year) of
$752,545 and $1,515,792), respectively, as follows:
1999 1998
------------------ ------------------
Registered investment companies $ 2,098,834 983,428
Common stock (1,346,289) (2,499,220)
------------------ ------------------
$ 752,545 (1,515,792)
================== ==================
5
Schedule 1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Item 27a - Schedules of Assets Held for Investment Purposes
December 31, 1999 and 1998
1999
-----------------------------
Fair
Description Cost value
- ------------------------------------------------------ ------------- ---------------
Fidelity Asset Manager $ 1,420,645 1,508,986
Fidelity Magellan Fund 2,051,716 3,436,326
Capital Preservation Fund 860,617 860,617
PBHG Growth Fund 905,998 2,002,400
Putnam Vista Fund 648,424 841,936
Strong Government Securities 755,142 702,561
Smithway Motor Xpress Corp. common stock 534,659 1,862,419
------------- ---------------
7,177,201 11,215,245
Loans to participants 888,369 888,369
------------- ---------------
$ 8,065,570 12,103,614
============= ===============
1998
-----------------------------
Fair
Description Cost value
- ------------------------------------------------------ ------------- ---------------
Fidelity Asset Manager $ 1,167,013 1,192,425
Fidelity Magellan Fund 1,071,276 2,252,346
Capital Preservation Fund 757,071 757,071
PBHG Growth Fund 621,080 900,413
Putnam Vista Fund 406,270 434,550
Strong Government Securities 652,345 662,811
Smithway Motor Xpress Corp. common stock 688,765 3,562,971
------------- ---------------
5,363,820 9,762,587
Loans to participants 920,114 920,114
------------- ---------------
$ 6,283,934 10,682,701
============= ===============
See accompanying independent auditors' report.
6
SIGNATURES
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 28, 2000
/s/ Tom Nelson
By:_____________________________________
Tom Nelson, Administrator
7