11-K 1 c86592e11vk.txt ANNUAL REPORT 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 [NO FEE REQUIRED] For the fiscal year ended December 31, 2003. 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, 2003 and 2002 (With Report of Independent Registered Public Accounting Firm) SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN TABLE OF CONTENTS PAGE Report of Independent Registered Public Accounting Firm 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 Schedule of Assets Held for Investment Purposes at End of Year 8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (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 plan benefits of Smithway Motor Xpress, Inc. 401(k) Retirement Savings and Investment Plan as of December 31, 2003 and 2002, and the changes in its net assets available for plan benefits for the years then ended, in conformity with the standards of the Public Company Accounting Oversight Board (United States). Our audits of the Plan's financial statements as of and for the years ended December 31, 2003 and 2002 were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule 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 June 28, 2004 Des Moines, Iowa 1 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Statements of Net Assets Available for Plan Benefits December 31, 2003 and 2002
2003 2002 ---------- --------- Assets: Cash $ 41,280 325,731 ---------- --------- Investments (note 9): Investment in registered investment companies 7,233,890 6,739,050 Common stock 944,393 406,954 Loans to participants 559,263 521,500 ---------- --------- 8,737,546 7,667,504 ---------- --------- Contributions receivable -- employees 64,658 79,964 Other receivables 16,644 207 ---------- --------- Total assets 8,860,128 8,073,406 Liabilities (note 6) 41,133 16,098 ---------- --------- Net assets available for plan benefits (note 2) $8,818,995 8,057,308 ========== =========
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, 2003 and 2002
2003 2002 ---------- ---------- Additions to net assets attributed to: Employer contributions (note 3) $ -- 1,850 Employee contributions and rollovers (note 3) 842,807 1,085,241 Net investment gain (loss) (notes 2 and 9) 1,837,831 (2,032,880) ---------- ---------- Total additions (losses) 2,680,638 (945,789) ---------- ---------- Deductions from net assets attributed to: Benefits paid to participants (note 5) 1,877,333 1,362,817 Administrative fees 41,618 45,921 ---------- ---------- Total deductions 1,918,951 1,408,738 ---------- ---------- Net increase (decrease) in net assets available for plan benefits 761,687 (2,354,527) Net assets available for plan benefits: Beginning of year 8,057,308 10,411,835 ---------- ---------- End of year $8,818,995 8,057,308 ========== ==========
See accompanying notes to financial statements 3 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Notes to Financial Statements December 31, 2003 and 2002 (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, 2003 and 2002. 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 4 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Notes to Financial Statements December 31, 2003 and 2002 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 PLAN 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. 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. 5 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Notes to Financial Statements December 31, 2003 and 2002 (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. 6 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Notes to Financial Statements December 31, 2003 and 2002 (9) INVESTMENTS The fair values of the investments of the Plan at December 31, 2003 and 2002 were as follows:
2003 2002 ---------- --------- Fidelity Magellan Fund $2,278,481 2,113,756 Capital Preservation Fund 929,098 1,066,795 Strong Government Securities 850,278 1,043,428 Smithway Motor Xpress Corp. common stock * 944,393 406,954 Fidelity Equity Growth Fund 65,253 25,449 MFS Total Return Fund 1,395,825 1,327,972 MFS Mid Cap Growth Fund 1,477,985 1,015,578 UMB Scout Worldwide Fund * 12,810 5,929 UMB Scout Equity Index Fund * 43,301 41,773 Washington Mutual Investors Fund 180,859 98,370 Participant Loans * 559,263 521,500 ---------- --------- $8,737,546 7,667,504 ========== =========
Included in net investment gain (loss) for the years ended December 31, 2003 and 2002 is appreciation (depreciation) of investments (including gains and losses on investments bought and sold, as well as held during the year) and investment income as follows:
2003 2002 ---------- --------- Registered investment companies $1,242,711 (1,478,276) Common stock * 567,130 (594,065) Participant loans * 27,990 39,461 ---------- --------- $1,837,831 (2,032,880) ========== ==========
* 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. 7 SCHEDULE 1 SMITHWAY MOTOR XPRESS, INC. 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN Schedules of Assets Held for Investment Purposes at End of Year December 31, 2003
2003 --------------------------------- FAIR DESCRIPTION COST VALUE -------------------------------------------- ----------- ----------- Fidelity Magellan Fund $ 2,147,893 2,278,481 Capital Preservation Fund 929,098 929,098 Strong Government Securities 848,661 850,278 Smithway Motor Xpress Corp. common stock * 457,066 944,393 Fidelity Equity Growth Fund 57,051 65,253 MFS Total Return Fund 1,317,368 1,395,825 MFS Mid Cap Growth Fund 1,741,858 1,477,985 UMB Scout Worldwide Fund * 11,085 12,810 UMB Scout Equity Index Fund * 38,816 43,301 Washington Mutual Investors Fund 163,520 180,859 ----------- ----------- 7,712,416 8,178,283 Loans to participants * (with interest rates from 4.25% to 10.5% and various maturity dates) 559,263 559,263 ----------- ----------- $ 8,271,679 8,737,546 =========== ===========
*Party-in-interest See accompanying report of independence registered public accounting firm. 8 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 Date: July 7, 2004 By: /s/ Tom Nelson ---------------------------------- Tom Nelson, Administrator 9 EXHIBIT INDEX Exhibit Number ------ 23 Consent of KPMG LLP, certified public accountants 10