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 [FEE REQUIRED]
For the fiscal year ended December 31, 2001
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, 2001 and 2000
(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 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, 2001 and 2000, 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, 2001 and 2000, 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, 2001 and 2000, 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.
/s/ KPMG LLP
Des Moines, Iowa
June 21, 2002
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
---------------- ----------------
Assets:
Cash $ 435,897 491,713
---------------- ----------------
Investments (note 8):
Investment in registered investment companies 8,351,371 8,923,690
Common stock 998,628 892,521
Loans to participants 646,085 878,602
---------------- ----------------
9,996,084 10,694,813
---------------- ----------------
Contributions receivable - employees 86,940 113,989
Contributions receivable - employer 4,511 172,450
Other receivables 27,757 2,432
---------------- ----------------
Total assets 10,551,189 11,475,397
Liabilities (note 6) 139,354 28,898
---------------- -----------------
Net assets available for benefits (note 2) $ 10,411,835 11,446,499
================ =================
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2001 and 2000
2001 2000
---------------- ----------------
Additions to net assets attributed to:
Employer contributions (note 3) $ 4,511 171,493
Employee contributions and rollovers (note 3) 1,302,499 1,317,190
Other -- 4,339
---------------- ----------------
Total additions 1,307,010 1,493,022
---------------- ----------------
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,265,558 1,188,095
Net investment loss (notes 2 and 8) 1,017,323 1,694,276
Administrative fees 58,793 60,637
---------------- ----------------
Total deductions 2,341,674 2,943,008
---------------- ----------------
Net decrease in net assets available for benefits (1,034,664) (1,449,986)
Net assets available for benefits:
Beginning of year 11,446,499 12,896,485
---------------- ----------------
End of year $ 10,411,835 11,446,499
================ ================
See accompanying notes to financial statements.
2
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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. 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. 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, 2001 and 2000. 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 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 Benefits
The Plan Administrator maintains funds received from the Plan primarily in
registered investment companies or in the Company's common stock.
3 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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.
(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.
(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.
4 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(8) Investments
The fair values of the investments of the Plan at December 31, 2001 and
2000 were as follows:
2001 2000
------------ --------------
Fidelity Asset Manager $ 1,517,708 1,548,635
Fidelity Magellan Fund 2,901,323 3,148,804
Capital Preservation Fund 1,096,486 1,007,370
PBHG Growth Fund 1,159,480 1,565,529
Putnam Vista Fund 641,742 861,865
Strong Government Securities 919,252 791,487
Smithway Motor Xpress Corp. common stock * 998,628 892,521
Fidelity Equity Growth Fund 10,064 ----
MFS Total Return Fund 18,127 ----
MFS Mid Cap Growth Fund 17,234 ----
UMB Scout Worldwide Fund * 7,491 ----
UMB Scout Equity Index Fund * 24,545 ----
Washington Mutual Investors Fund 37,919 ----
Participant Loans * 646,085 878,602
------------ --------------
$ 9,996,084 10,694,813
============ ==============
Included in net investment loss for the years ended December 31, 2001 and
2000 was (depreciation) appreciation of investments (including gains and
losses on investments bought and sold, as well as held during the year) of
$(1,103,354) and ($1,811,605), respectively, as follows:
2001 2000
-------------- --------------
Registered investment companies $ (1,188,344) (650,540)
Common stock * 84,990 (1,161,065)
-------------- --------------
$ (1,103,354) (1,811,605)
============== ==============
* Party-in-interest
5 (Continued)
Schedule 1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Schedules of Assets Held for Investment Purposes
December 31, 2001 and 2000
2001
----------------------------------------
Fair
Description Cost value
- ------------------------------------------------------------- ------------------- -------------------
Fidelity Asset Manager $ 1,676,860 1,517,708
Fidelity Magellan Fund 2,629,159 2,901,323
Capital Preservation Fund 1,096,486 1,096,486
PBHG Growth Fund 1,503,148 1,159,480
Putnam Vista Fund 968,774 641,742
Strong Government Securities 913,798 919,252
Smithway Motor Xpress Corp. common stock * 688,869 998,628
Fidelity Equity Growth Fund 9,937 10,064
MFS Total Return Fund 18,289 18,127
MFS Mid Cap Growth Fund 16,433 17,234
UMB Scout Worldwide Fund * 7,428 7,491
UMB Scout Equity Index Fund * 24,184 24,545
Washington Mutual Investors Fund 38,681 37,919
------------------- -------------------
9,592,046 9,349,999
Loans to participants * 646,085 646,085
------------------- -------------------
$ 10,238,131 9,996,084
=================== ===================
2000
----------------------------------------
Fair
Description Cost value
- ------------------------------------------------------------- ------------------- -------------------
Fidelity Asset Manager $ 1,607,102 1,548,635
Fidelity Magellan Fund 2,404,187 3,148,804
Capital Preservation Fund 1,007,370 1,007,370
PBHG Growth Fund 1,380,947 1,565,529
Putnam Vista Fund 955,945 861,865
Strong Government Securities 799,624 791,487
Smithway Motor Xpress Corp. common stock * 690,471 892,521
------------------- -------------------
8,845,646 9,816,211
Loans to participants * 878,602 878,602
------------------- -------------------
$ 9,724,248 10,694,813
=================== ===================
*Party-in-interest
See accompanying independent auditors' report.
6
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
SMITHWAY MOTOR XPRESS CORP.
Dated: June 28, 2002 By: /s/ Tom Nelson
--------------------------------
Tom Nelson, Administrator
7