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, 1996.
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-20793
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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 Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Index
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 - 6
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes 1 7
Item 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of Within
the Plan Year 2 8
Item 27b - Schedule of Loans or Fixed Income Obligations 3 8
Item 27c - Schedule of Leases in Default or Classified as
Uncollectible 4 8
Item 27d - Schedule of Reportable Transactions 5 9
Item 27e - Schedule of Nonexempt Transactions 6 9
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, 1996 and 1995, 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 generally accepted auditing
standards. 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, 1996 and 1995, and the changes in its net assets available for plan benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audit of the Plan's financial statements as of and for the years ended
December 31, 1996 and 1995, was made for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental schedules 1 through
6 are presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are 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 schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain Plan
assets held by the investment managers. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
KPMG Peat Marwick LLP
Des Moines, Iowa
May 30, 1997
1
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
1996 1995
---- ----
Assets:
Cash $ 2,295 1,178
========== ==========
Investments (note 2):
Fixed income account -- 118,335
Investment in registered investment companies 1,837,583 1,214,954
Loans to participants 86,478 40,874
========== ==========
1,924,061 1,374,163
========== ==========
Contributions receivable - employees 32,239 33,056
Contributions receivable - employer -- 50,000
========== ==========
Total assets 1,958,595 1,458,397
Liabilities -- 3,012
========== ==========
Net assets available for benefits $1,958,595 1,455,385
========== ==========
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1996 and 1995
1996 1995
---- ----
Additions to net assets attributed to:
Employer contributions $ -- 64,060
Employee contributions and rollovers (note 3) 470,762 590,247
Net investment income (note 2):
Fixed income account 1,530 7,101
Pooled separate accounts 125,880 173,096
Loans to participants 5,387 1,369
Other income 4,132 --
========== ==========
Total additions 607,691 835,873
========== ==========
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 86,454 53,528
Administrative fees 16,976 5,686
Other deductions 1,051 1,843
========== ==========
Total deductions 104,481 61,057
========== ==========
Net increase in net assets available for
benefits 503,210 774,816
Net assets available for benefits:
Beginning of year 1,455,385 680,569
========== ==========
End of year $1,958,595 1,455,385
========== ==========
See accompanying notes to financial statements.
2
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(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.
Effective January 17, 1995, the Company was incorporated as a Nevada
corporation to acquire the stock of Smithway Motor Xpress, Inc.
and certain other affiliates. Accordingly, the stock of Smithway
Motor Xpress, Inc. was exchanged for stock of the Company.
Investments
-----------
Investments in the fixed income account, registered investment
companies, and pooled separate accounts 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, Alliance Benefit Group (the Plan Adminis-
trator) and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore,
they believe that the Plan was qualified and the related trust was
tax-exempt as of December 31, 1996 and 1995. 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, Continued
(2) Group Contract Managed by the Investment Managers
-------------------------------------------------
The Plan Administrator contracted with the Nationwide Life Insurance
Company (Nationwide) and Fidelity Investment Advisory Group
(Fidelity) to provide the investment services required by the
Plan. Under the terms of the group contracts between the Plan and
Nationwide and Fidelity, funds received by Nationwide and Fidelity
were maintained in fixed income accounts, pooled separate
accounts, or registered investment companies. At December 31,
1996, the Plan had transferred all of its investments to Fidelity.
The changes in net assets available for benefits by investment fund
for the years ended December 31, 1996 and 1995, were as follows:
Nationwide Life Insurance Company
-----------------------------------------------
Bond Twentieth Fidelity
Fixed Fund of Fidelity Century Asset
Income America Magellan Ultra Manager
--------- -------- --------- -------- --------
Balance at December 31, 1994 $ 131,520 107,663 355,583 15,537 3,296
Contributions and other
additions 5,243 7,084 25,024 2,181 450
Net investment income 7,101 3,654 32,621 486 33
Benefit payments and withdrawals (14,312) (1,269) -- -- (1,217)
New loans and other transfers (12,078) (141) 120 1,663 --
Loan payments 861 337 580 -- 55
Administrative fees -- -- -- -- --
Transfer to Fidelity funds -- (117,328) (413,928) (19,867) (2,617)
--------- -------- -------- ------- ------
Balance at December 31, 1995 118,335 -- -- -- --
Contributions and other additions -- -- -- -- --
Net investment income 1,530 -- -- -- --
Benefit payments and withdrawals -- -- -- -- --
New loans and other transfers (116,879) -- -- -- --
Loan payments -- -- -- -- --
Administrative fees (2,986) -- -- -- --
Other -- -- -- -- --
--------- -------- -------- ------- ------
Balance at December 31, 1996 -- -- -- -- --
========= ======== ======== ======= ======
4
Fidelity Investment Advisory Group
- ---------------------------------------------------------------------
Fidelity Capital Strong Loans
Asset Fidelity Preservation PBHG Putnam Government to
Manager Magellan Fund Growth Vista Securities participants Other Total
- -------- -------- ------------- --------- -------- ------------- ------------ --------- -----------
-- -- -- -- -- -- 15,838 51,132 680,569
18,870 354,655 67,668 48,975 -- 93,401 -- 30,756 654,307
813 100,483 1,387 20,958 -- 12,583 77 (667) 179,529
-- (26,021) (2,124) (642) -- (6,955 (2,164) 1 (54,703)
(56) (10,841) (5,034) 11,396 -- (21,580) 36,551 -- --
269 3,662 2,968 55 -- 2,010 (9,428) -- 1,369
(42) (4,032) (281) (357) -- (974) -- -- (5,686)
2,617 413,928 -- 19,867 -- 117,328 -- -- --
- -------- --------- --------- -------- ------- -------- ---------- -------- ---------
22,471 831,834 64,584 100,252 -- 195,813 40,874 81,222 1,455,385
14,894 213,921 73,533 126,676 14,677 56,430 -- (29,369) 470,762
5,553 96,396 8,976 8,440 (113) 6,628 -- -- 127,410
-- (51,607) (25,727) (3,579) -- (3,782) (2,730) (80) (87,505)
17,838 (221,431) 82,646 150,802 78,067 (36,541) 75,243 (29,745) --
375 11,138 7,098 1,312 217 6,769 (26,909) 5,387 5,387
(367) (10,202) (1,510) (2,369) -- (2,529) -- 2,987 (16,976)
-- -- -- -- -- -- -- 4,132 4,132
- -------- --------- --------- -------- ------- -------- ---------- -------- ---------
60,764 870,049 209,600 381,534 92,848 222,788 86,478 34,534 1,958,595
======== ========= ========= ======== ======= ======== ========== ======== =========
5
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements, Continued
(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 percent
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. Plan earnings are allocated based upon participant account
balances. 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 percent 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) Other Liabilities
-----------------
Other liabilities include refunds payable for excess contributions
received by the Plan which are reimbursable to the participants.
(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 percent vested in benefits
earned as of the termination date.
(8) Subsequent Event
----------------
Effective January 1, 1997, the Company's stock ownership plan and trust
was merged with the Plan.
6
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
December 31, 1996 and 1995
Schedule 1
----------
Item 27a - Schedule of Assets Held for Investment Purposes
1996
----
Fair
Description Cost value
----------- ---- -----
Fidelity Asset Manager * $ 60,764
Fidelity Magellan * 870,049
Capital Preservation Fund * 209,600
PBHG Growth * 381,534
Putnam Vista * 92,848
Strong Government Securities * 222,788
----------
1,837,583
Loans to participants $ 86,478 86,478
============ ----------
$1,924,061
==========
1995
----
Fair
Description Cost value
----------- ---- -----
Fixed Income * $ 118,335
Fidelity Asset Manager * 22,471
Fidelity Magellan * 831,834
Capital Preservation Fund * 64,584
PBHG Growth * 100,252
Strong Government Securities * 195,813
----------
1,333,289
Loans to participants $ 40,874 40,874
============ ----------
$1,374,163
==========
*Nationwide and Fidelity maintain the investments at fair value and the cost is
not available.
See accompanying independent auditors' report.
7
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Years ended December 31, 1996 and 1995
Schedule 2
----------
Item 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of Within the Plan Year
-------------------------------------------------------------
1996 - NONE
1995 - NONE
Schedule 3
----------
Item 27b - Schedule of Loans or Fixed Income Obligations
--------------------------------------------------------
1996 - NONE
1995 - NONE
Schedule 4
----------
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
-----------------------------------------------------------------------
1996 - NONE
1995 - NONE
See accompanying independent auditors' report.
8
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Years ended December 31, 1996 and 1995
Schedule 5
----------
Item 27d - Schedule of Reportable Transactions
----------------------------------------------
1996
----
Purchase Proceeds Gain (loss) Number Number
price of from on of of
Description additions dispositions dispositions purchases sales
----------- --------- ------------ ------------ --------- -------
Nationwide Life Insurance -
Fixed Income $ - 119,865 1,530 - 1
Fidelity Investment Advisory Group:
Fidelity Magellan 390,626 305,669 (30,888) 25 53
Capital Preservation Fund 216,461 - - 29 -
PBHG Growth 324,919 - - 43 -
Putnam Vista 97,564 - - 13 -
Strong Government Securities 84,557 - - 27 -
============ ============= ============= ========= =======
1995
----
Purchase Proceeds Gain (loss) Number Number
price of from on of of
Description additions dispositions dispositions purchases sales
--------- ------------- ------------- --------- -------
Nationwide Life Insurance -
Fixed Income $ - 24,868 - - 20
Bond Fund of America - 115,391 - - 4
Fidelity Magellan 33,857 402,526 - 7 3
Fidelity Investment Advisory Group:
Fidelity Magellan 798,988 67,638 - 32 27
Capital Preservation Fund 70,663 7,352 - 19 24
PBHG Growth 80,294 - - 23 -
Strong Government Securities 212,739 29,507 - 22 30
============ ========== ============= =========== =======
Schedule 6
----------
Item 27e - Schedule of Nonexempt Transactions
---------------------------------------------
1996 - NONE
1995 - NONE
See accompanying independent auditors' report.
9
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: 7/14/97
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By:/s/ Tom Nelson
-----------------------------------
Tom Nelson, Administrator
10