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 [FEE REQUIRED]
For the fiscal year ended December 31, 2002
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, 2002 and 2001
(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 3
Notes to Financial Statements 4
Schedule
1 Schedules of Assets Held for Investment Purposes 7
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 (the
Plan) as of December 31, 2002 and 2001, 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, 2002 and 2001, 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, 2002 and 2001, 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. 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
Des Moines, Iowa
May 16, 2003
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001
2002 2001
-------------- --------------
Assets:
Cash $ 325,731 435,897
-------------- --------------
Investments (note 9):
Investment in registered investment companies 6,739,050 8,351,371
Common stock 406,954 998,628
Loans to participants 521,500 646,085
-------------- --------------
7,667,504 9,996,084
-------------- --------------
Contributions receivable - employees 79,964 86,940
Contributions receivable - employer -- 4,511
Other receivables 207 27,757
-------------- --------------
Total assets 8,073,406 10,551,189
Liabilities (note 6) 16,098 139,354
-------------- --------------
Net assets available for benefits (note 2) $ 8,057,308 10,411,835
============== ==============
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, 2002 and 2001
2002 2001
------------------- -------------------
Additions to net assets attributed to:
Employer contributions (note 3) $ 1,850 4,511
Employee contributions and rollovers (note 3) 1,085,241 1,302,499
------------------- -------------------
Total additions 1,087,091 1,307,010
------------------- -------------------
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,362,817 1,265,558
Net investment loss (notes 2 and 9) 2,032,880 1,017,323
Administrative fees 45,921 58,793
------------------- -------------------
Total deductions 3,441,618 2,341,674
------------------- -------------------
Net decrease in net assets available for benefits (2,354,527) (1,034,664)
Net assets available for benefits:
Beginning of year 10,411,835 11,446,499
------------------- -------------------
End of year $ 8,057,308 10,411,835
=================== ===================
See accompanying notes to financial statements.
3
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(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, 2002 and 2001. 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.
4 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(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.
(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.
5 (Continued)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(9) Investments
The fair values of the investments of the Plan at December 31, 2002 and
2001 were as follows:
2002 2001
------------------- ------------------
Fidelity Asset Manager $ -- 1,517,708
Fidelity Magellan Fund 2,113,756 2,901,323
Capital Preservation Fund 1,066,795 1,096,486
PBHG Growth Fund -- 1,159,480
Putnam Vista Fund -- 641,742
Strong Government Securities 1,043,428 919,252
Smithway Motor Xpress Corp. common stock * 406,954 998,628
Fidelity Equity Growth Fund 25,449 10,064
MFS Total Return Fund 1,327,972 18,127
MFS Mid Cap Growth Fund 1,015,578 17,234
UMB Scout Worldwide Fund * 5,929 7,491
UMB Scout Equity Index Fund * 41,773 24,545
Washington Mutual Investors Fund 98,370 37,919
Participant Loans * 521,500 646,085
------------------- ------------------
$ 7,667,504 9,996,084
=================== ==================
Included in net investment loss for the years ended December 31, 2002 and
2001 is (depreciation) appreciation of investments (including gains and
losses on investments bought and sold, as well as held during the year) and
investment income as follows:
2002 2001
------------------- -----------------
Registered investment companies $ (1,478,276) (1,168,377)
Common stock * (594,065) 84,990
Participant loans * 39,461 66,064
------------------- -----------------
$ (2,032,880) (1,017,323)
=================== =================
* 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.
6
Schedule 1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Schedules of Assets Held for Investment Purposes
December 31, 2002 and 2001
2002
---------------------------------------
Fair
Description Cost value
- --------------------------------------------------------------------------------- ------------------ ------------------
Fidelity Magellan Fund $ 2,506,700 2,113,756
Capital Preservation Fund 1,066,795 1,066,795
Strong Government Securities 1,011,931 1,043,428
Smithway Motor Xpress Corp. common stock * 603,837 406,954
Fidelity Equity Growth Fund 29,414 25,449
MFS Total Return Fund 1,437,433 1,327,972
MFS Mid Cap Growth Fund 1,800,872 1,015,578
UMB Scout Worldwide Fund * 6,780 5,929
UMB Scout Equity Index Fund * 48,265 41,773
Washington Mutual Investors Fund 111,482 98,370
------------------ ------------------
8,623,509 7,146,004
Loans to participants * (with interest rates from 4.25% to 10.5%
and various maturity dates) 521,500 521,500
------------------ ------------------
$ 9,145,009 7,667,504
================== ==================
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
================== ==================
*Party-in-interest
See accompanying independent auditors' report.
7
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
Dated: June 27, 2003 By: /s/ Tom Nelson
---------------------------------
Tom Nelson, Administrator
8