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, 1997.
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
<PAGE>
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
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 - 5
Schedule
Item 27a - Schedule of Assets Held for Investment 1 6
Purposes
Item 27a - Schedule of Assets Held for Investment
Purposes Which Were Both Acquired and
Disposed of Within the Plan Year 2 7
Item 27b - Schedule of Loans or Fixed Income
Obligations 3 7
Item 27c - Schedule of Leases in Default or Classified
as Uncollectible 4 7
Item 27d - Schedule of Reportable Transactions 5 8
Item 27e - Schedule of Nonexempt Transactions 6 8
<PAGE>
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, 1997 and 1996, 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, 1997 and 1996, 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, 1997 and 1996, 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 in 1996. 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.
Des Moines, Iowa KPMG Peat Marwick LLP
June 8, 1998
1
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SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
1997 1996
Assets:
Cash $ 170,863 2,295
=========== ==========
Investments:
Investment in registered investment companies 5,528,116 1,837,583
Common stock 6,354,817 -
Loans to participants 759,248 86,478
=========== ===========
12,642,181 1,924,061
=========== ===========
Contributions receivable - employees 67,924 32,239
Contributions receivable - employer 142,579 -
=========== ===========
Total assets 13,023,547 1,958,595
Liabilities (note 6) 18,122 -
=========== ===========
Net assets available for benefits (note 2) $ 13,005,425 1,958,595
=========== ===========
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1997 and 1996
1997 1996
Additions to net assets attributed to:
Employer contributions (note 3) $ 142,579 -
Employee contributions and rollovers (note 3) 605,539 470,762
Net investment income (note 2) 3,346,959 136,929
----------- -----------
Total additions 4,095,077 607,691
=========== ===========
Deductions from net assets attributed to:
Benefits paid to participants (note 5) 1,203,991 86,454
Administrative fees 18,258 16,976
Other deductions - 1,051
=========== ===========
Total deductions 1,222,249 104,481
=========== ===========
Net increase in net assets available for
benefits 2,872,828 503,210
Transfer in from employee stock ownership plan (note 2) 8,174,002 -
Net assets available for benefits:
Beginning of year 1,958,595 1,455,385
=========== ===========
End of year $ 13,005,425 1,958,595
=========== ===========
See accompanying notes to financial statements.
2
<PAGE>
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(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.
Netinvestment 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, 1997 and 1996. 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 (Continued)
<PAGE>
SMITHWAY MOTOR XPRESS INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements, Continued
(2) Net Assets Available for Benefits
The Plan Administrator (UMB Bank in 1997 and Alliance Benefit Group in
1996) maintains funds received from the Plan primarily in registered investment
companies. During 1997, the Company transferred the assets of its employee stock
ownership plan and trust to the Plan, allowing for investments in Company common
stock.
The changes in net assets available for benefits by investment fund for the
years ended December 31, 1997 and 1996, were as follows:
<TABLE>
<CAPTION>
Fidelity Capital
Fixed Asset Fidelity Preservation
Income Manager Magellan Fund
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ 118,335 22,471 831,834 64,584
Contributions and other additions - 14,894 213,921 73,533
Net investment income 1,530 5,553 96,396 8,976
Benefit payments, withdrawals,
transfers (116,879) 18,213 (261,900) 64,017
Administrative fees (2,986) (367) (10,202) (1,510)
---------- ---------- ---------- ---------
Balance at December 31, 1996 - 60,764 870,049 209,600
Transfer from employee stock
ownership plan - - - -
Contributions and other additions - 48,446 196,778 75,493
Transfers between funds and loan
activity - 997,996 622,752 488,865
Net investment income - 148,251 344,049 30,572
Benefit payments, withdrawals,
transfers - (150,396) (148,768) (117,856)
Administrative fees - (2,234) (7,606) (772)
---------- ---------- ---------- ---------
Balance at December 31, 1997 $ - 1,102,827 1,877,254 685,902
========== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
Strong Employee Loans
PBHG Putnam Government stock to
Growth Vista Securities ownership plan participants Other Total
- --------- --------- ----------- --------------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
100,252 - 195,813 - 40,874 81,222 1,455,385
126,676 14,677 56,430 - - (29,369) 470,762
8,440 (113) 6,628 - - 9,519 136,929
148,535 78,284 (33,554) - 45,604 (29,825) (87,505)
(2,369) - (2,529) - - 2,987 (16,976)
- ---------- --------- ---------- --------------- ------------ --------- -----------
381,534 92,848 222,788 - 86,478 34,534 1,958,595
- - - 8,174,002 - - 8,174,002
133,382 41,316 58,572 33,306 - 160,825 748,118
468,841 192,401 296,779 (3,786,975) 656,181 63,160 -
34,184 46,843 46,217 2,676,188 16,589 4,066 3,346,959
(81,198) (38,008) (31,514) (738,712) - 102,461 (1,203,991)
(3,059) (648) (1,572) (2,992) - 625 (18,258)
- ---------- --------- ----------- --------------- ------------ --------- -----------
933,684 334,752 591,270 6,354,817 759,248 365,671 13,005,425
========== ========= =========== =============== ============ ========= ===========
</TABLE>
4
<PAGE>
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 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 percent vested in benefits
earned as of the termination date.
5
<PAGE>
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
December 31, 1997 and 1996
Schedule 1
Item 27a - Schedule of Assets Held for Investment Purposes
1997
Fair
Description Cost value
Smithway Motor Xpress Corp. common stock $ 340,130 6,354,817
Fidelity Asset Manager 993,077 1,102,827
Fidelity Magellan 795,160 1,877,254
Capital Preservation Fund 682,692 685,902
PBHG Growth 539,486 933,684
Putnam Vista 312,176 334,752
Strong Government Securities 577,141 591,270
Cash 2,427 2,427
----------- ----------
4,242,289 11,882,933
Loan to participants 759,248 759,248
----------- ----------
$ 5,001,537 12,642,181
=========== ==========
1996
Description Cost Fair
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
===========
*Fidelity maintained its investments at fair value and the cost was not
available.
See accompanying independent auditors' report.
6
<PAGE>
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Years ended December 31, 1997 and 1996
Schedule 2
Item 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of Within the Plan Year
1997 - NONE
1996 - NONE
Schedule 3
Item 27b - Schedule of Loans or Fixed Income Obligations
1997 - NONE
1996 - NONE
Schedule 4
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
1997 - NONE
1996 - NONE
See accompanying independent auditors' report.
7
<PAGE>
SMITHWAY MOTOR XPRESS, INC. 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN
Years ended December 31, 1997 and 1996
Schedule 5
Item 27d - Schedule of Reportable Transactions
1997
Purchase Proceeds Gain (loss)
price of from on
Description additions dispositions dispositions
----------- -------------- -------------
Smithway Motor Xpress common stock $ 596,886 1,223,695 556,645
Fidelity Asset Manager 1,182,042 208,056 19,092
Fidelity Magellan 992,913 298,498 100,746
Capital Preservation Fund 112,764 171,005 -
PBHG Growth 73,188 243,893 70,409
Putnam Vista 90,928 117,797 4,298
Strong Government Securities 53,942 89,728 1,273
Loans to participants 762,895 101,545 -
=========== ============= =============
1996
Purchase Proceeds Gain (loss)
price of from on
Description additions dispositions dispositions
---------- ------------ -------------
Fixed Income $ - 119,865 1,530
Fidelity Magellan 390,626 305,669 (30,888)
Capital Preservation Fund 216,461 - -
PBHG Growth 324,919 - -
Putnam Vista 97,564 - -
Strong Government Securities 84,557 - -
========== ============= =============
Schedule 6
Item 27e - Schedule of Nonexempt Transactions
1997 - NONE
1996 - NONE
See accompanying independent auditors' report.
8
<PAGE>
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:________________
/s/ Tom Nelson
By:___________________________________
Tom Nelson, Administrator
9
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Smithway Motor Xpress Corp:
We consent to incorporation by reference in the registration statement (No.
333-21253) on Form S-8 of Smithway Motor Xpress Corp. of our report dated June
8, 1998, relating to 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, 1997 and 1996, and the related statements of changes in net assets
available for plan benefits for the years then ended, and related schedules,
which report appears in the December 31, 1997 Form 11-K of Smithway Motor Xpress
Corp.
KPMG Peat Marwick LLP
Des Moines, Iowa
July 14, 1998
