-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C5QcQinPTRF2O3YJfvqRvJXqb8FW9uVaqVvSB5tx6/tdY+rV8NQ4dRzFv414qCIv Ic1LLJV/EBvdXMu+lw8nGw== /in/edgar/work/20000628/0000950144-00-008267/0000950144-00-008267.txt : 20000920 0000950144-00-008267.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008267 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOYD BROS TRANSPORTATION INC CENTRAL INDEX KEY: 0000920907 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 636006515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-23948 FILM NUMBER: 662496 BUSINESS ADDRESS: STREET 1: 3275 HIGHWAY 30 CITY: CLAYTON STATE: AL ZIP: 36016 BUSINESS PHONE: 3347753261 MAIL ADDRESS: STREET 1: 3275 HWY 30 CITY: CLAYTON STATE: AL ZIP: 36016 11-K 1 e11-k.txt BOYD BROS. TRANSPORTATION, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [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, 1999 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: 0-23948 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN (THE "PLAN") (Full title of the Plan) Boyd Bros. Transportation Inc. 3275 Highway 30, Clayton, Alabama 36016 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 2 REQUIRED INFORMATION Financial Statements and Exhibits A) The following financial statements and schedules are being filed pursuant to the Required Information to Form 11-K: 1) Report of Independent Auditors 2) Statements of Net Assets Available for Benefits - December 31, 1999 and 1998 3) Statements of Changes in Net Assets Available for Benefits - December 31, 1999 and 1998 4) Notes to Financial Statements 5) Schedules a) Assets Held for Investment Purposes - December 31, 1999 b) Schedule of Reportable Transactions - Year Ended December 31, 1999 B) The following exhibit is filed as part of this annual report: Exhibit No. 23 Independent Auditors' Consent 2 3 INDEPENDENT AUDITORS' REPORT Boyd Bros. Transportation Inc. 401(k) Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of Boyd Bros. Transportation Inc. 401(k) Profit Sharing Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1999 financial statements taken as a whole. Deloitte & Touche LLP Birmingham, Alabama June 2, 2000 3 4 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 ASSETS Investments at fair value: Common stock $ 788,453 $ 683,081 Mutual funds 3,990,195 3,347,690 Real estate 320,000 320,000 ---------- ---------- Total investments 5,098,648 4,350,771 ---------- ---------- Contributions receivable: Employer 4,036 3,583 Employee 10,657 9,547 ---------- ---------- Total contributions receivable 14,693 13,130 ---------- ---------- Cash and cash equivalents 5,370 ---------- NET ASSETS AVAILABLE FOR BENEFITS $5,118,711 $4,363,901 ========== ==========
See notes to financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 ADDITIONS: Net depreciation in fair value of investments $ (273,375) $ (111,202) Interest and dividends 447,149 289,069 Employer contributions 281,606 264,337 Employee contributions 761,882 695,112 Rollover contributions -- 35,966 Rental income 855 4,275 ----------- ----------- Total additions 1,218,117 1,177,557 ----------- ----------- DEDUCTIONS: Distributions to participants 432,098 540,192 Administrative expenses 31,209 26,256 ----------- ----------- Total deductions 463,307 566,448 ----------- ----------- NET INCREASE 754,810 611,109 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 4,363,901 3,752,792 ----------- ----------- END OF YEAR $ 5,118,711 $ 4,363,901 =========== ===========
See notes to financial statements. 5 6 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The financial statements of Boyd Bros. Transportation Inc. 401(k) Profit Sharing Plan (the "Plan") have been prepared on the accrual basis of accounting. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Boyd Bros. Transportation Inc. (the "Sponsor") stock is valued at its quoted market price. Real estate is valued at estimated fair value. Purchases and sales of securities are recorded on the trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. EXPENSES - Substantially all administrative expenses are paid by the Sponsor. In addition, the Sponsor furnishes operating space, equipment, supplies and other services. The annual fund expenses charged by the recordkeeper are paid by the participants and the Sponsor. BENEFITS PAYABLE - As of December 31, 1999 and 1998, net assets available for benefits included benefits of $282,999 and $443,415, respectively, due to participants who have withdrawn from participation in the Plan. DISCLOSURES UNDER NEW ACCOUNTING STANDARD - The Plan has adopted SOP 99-3, Accounting and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters. As a result, the by fund disclosures have been eliminated from the prior year financial statements. 2. PLAN DESCRIPTION AND FUNDING POLICY The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL - The Plan was established January 1, 1984 to provide retirement savings to the employees of the Sponsor and their beneficiaries. The Plan was most recently amended in its entirety October 1, 1996. The administrator of the Plan is the Sponsor. AmSouth Bank of Alabama is the trustee and recordkeeper. PARTICIPATION - All full-time employees who have completed one year of service and who are at least 21 years of age are eligible for participation in the Plan. Participants may contribute to the 6 7 Plan through voluntary pre-tax payroll deductions, not exceeding 15% of their salary. Sponsor contributions are discretionary and, if made, will be based on a percentage of the participant's contributions for the plan year. INCOME ALLOCATION - Investment earnings are allocated to individual participant accounts on a daily basis. Sponsor contributions are allocated in the ratio that each participant's compensation for the plan year bears to the compensation of all participants for the plan year. VESTING - The value of a participant's account arising from voluntary payroll contributions is fully vested at all times. The vesting percentage of the Sponsor's contributions is determined based upon the individual's years of service as follows:
2 Years 20% 3 Years 40% 4 Years 60% 5 Years 80% 6 Years 100%
A year of service is defined as a minimum of 1,000 hours. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct contributions in any of the following investment options: BOYD BROS. TRANSPORTATION INC. COMMON STOCK - Funds are invested in the common stock of the Sponsor. STABLE PRINCIPAL FUND - Funds are invested in the AmSouth Stable Principal Fund, which is a mutual fund consisting primarily of high grade corporate and U.S. Government bonds. BALANCED FUND - Funds are invested in the AmSouth Balanced Fund, which is a mutual fund consisting primarily of stocks and bonds. EQUITY FUND - Funds are invested in the AmSouth Equity Fund, which is a mutual fund consisting primarily of common stocks. BOND FUND - Funds are invested in the AmSouth Bond Fund, which is a mutual fund consisting primarily of high grade bonds. PRIME OBLIGATION FUND - The AmSouth Prime Obligation Fund is a money market mutual fund where funds are temporarily invested until investment and disbursement transactions are processed and cleared. DREYFUS EMERGING LEADERS FUND - Funds in this mutual fund are invested in common stocks of smaller growth companies. FIDELITY EQUITY GROWTH FUND (ADVISOR SERIES I) - Funds in this mutual fund are invested in common stocks of companies with earnings growth potential. FIDELITY MID CAP FUND (ADVISOR SERIES I) - Funds in this mutual fund are invested primarily in common stocks of small to medium size companies. 7 8 PIONEER GROWTH SHARES FUND - Funds in this mutual fund are invested in common stocks of companies with earnings growth potential. DREYFUS/LAUREL PREMIER BALANCED FUND - Funds in this mutual fund are invested primarily in stocks and bonds. PAYMENT OF BENEFITS - A participant's account is distributed upon retirement, disability, death or termination of employment. 3. TAX STATUS The Sponsor has adopted a prototype standardized plan. The Internal Revenue Service has determined and informed AmSouth Bank by letter dated January 21, 1993, that the prototype plan is designed in accordance with applicable sections of the Internal Revenue Code (the "IRC"). The Plan itself has not filed for a determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. PLAN TERMINATION Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). In the event of Plan termination, participants will become 100% vested in their accounts. 5. INVESTMENTS The following table presents the fair value of investments. Those that represent 5% or more of the net assets of the Plan are separately identified:
1999 1998 Common stock (at quoted market prices) - Boyd Bros. Transportation Inc. $ 788,453 $ 683,081 ---------- ---------- Mutual funds (at quoted market prices): AmSouth Stable Principal Fund 686,773 516,896 AmSouth Balanced Fund 817,208 778,748 AmSouth Equity Fund 1,801,539 1,894,901 Other Funds 684,675 157,145 ---------- ---------- Total mutual funds 3,990,195 3,347,690 ---------- ---------- Real estate - land and buildings (at estimated fair value) 320,000 320,000 ---------- ---------- Total investments $5,098,648 $4,350,771 ========== ==========
8 9 During 1999 and 1998, the Plan's investments (including investments bought or sold, as well as held during the year) appreciated (depreciated) in value, as follows:
1999 1998 Investments at fair value as determined by quoted market prices: Common stock $ (12,382) $ (229,117) AmSouth Stable Principal Fund 30,796 23,819 AmSouth Balanced Fund (112,979) 12,100 AmSouth Equity Fund (210,606) 79,255 AmSouth Bond Fund (14,240) 2,741 Dreyfus Emerging Leaders Fund 6,482 Fidelity Equity Growth Fund (Advisor Series I) 16,982 Fidelity Mid Cap Fund (Advisor Series I) 25,472 Pioneer Growth Shares Fund (2,912) Dreyfus/Laurel Premier Balanced Fund 12 ---------- ---------- Total $ (273,375) $ (111,202) ========== ==========
6. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by AmSouth Bank of Alabama, the trustee as defined by the Plan. Therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services amounted to $31,209 and $26,256 for the years ended December 31, 1999 and 1998, respectively. The Plan also holds shares of the Sponsor's common stock (133,219 and 118,237 shares at December 31, 1999 and 1998, respectively). These transactions qualify as party-in-interest. 9 10 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 - --------------------------------------------------------------------------------
C. DESCRIPTION OF INVESTMENT A. B. IDENTITY OF ISSUE, INCLUDING MATURITY DATE, BORROWER, LESSOR, OR RATE OF INTEREST, COLLATERAL, E. CURRENT SIMILAR PARTY PAR OR MATURITY VALUE D. COST VALUE Common stock - * Boyd Bros. Transportation Inc. 133,219 shares $ 1,040,155 $ 788,453 ----------- ----------- Mutual Funds: * AmSouth Stable Principal Fund 47,540 units 627,707 686,773 * AmSouth Balanced Fund 64,806 units 897,006 817,208 * AmSouth Equity Fund 86,947 units 1,809,766 1,801,539 * AmSouth Bond Fund 17,204 units 185,558 177,549 Dreyfus Emerging Leaders Fund 1,271 units 40,123 46,674 Fidelity Equity Growth Fund 3,288 units 218,435 235,484 Fidelity Mid Cap Fund 8,472 units 132,463 157,997 Pioneer Growth Shares 3,094 units 65,202 62,369 Dreyfus Premier Balanced Fund 297 units 4,749 4,602 Total mutual funds 3,981,009 3,990,195 ----------- ----------- Real Estate Land and buildings 310,500 320,000 ----------- ----------- Total $ 5,331,664 $ 5,098,648 =========== ===========
* Party-in-interest 10 11 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999 - --------------------------------------------------------------------------------
G. COST OF H. CURRENT VALUE A. IDENTITY OF B. DESCRIPTION C. PURCHASE D. SELLING ASSET OF ASSET ON I. NET GAIN PARTY INVOLVED OF ASSET PRICE PRICE SOLD TRANSACTION DATE OR (LOSS) SINGLE TRANSACTIONS: AmSouth Bank AmSouth Equity Fund $252,290.00 $ 252,290.00 SERIES OF TRANSACTIONS: AmSouth Bank Company Stock Fund (Acquisitions) 339,282.00 339,282.00 (Dispositions) $ 220,956.00 $ 214,949.00 220,956.00 $ 6,007.00 AmSouth Bank Fidelity Equity Growth (Acquisitions) Fund (Advisor Series I) 218,888 218,888 AmSouth Bank AmSouth Balanced Fund 241,443.00 241,443.00 (Acquisitions) AmSouth Bank AmSouth Equity Fund (Acquisitions) 576,920.00 576,920.00 (Dispositions) 459,748.00 399,552.00 459,748.00 60,196.00 AmSouth Bank AmSouth Stable Principle (Acquisitions) Fund 275,226.00 275,226.00
11 12 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 their behalf by the undersigned hereunto duly authorized. BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN By: Boyd Bros. Transportation Inc. As Plan Administrator Date: June 28, 2000 By: /s/ Ginger B. Tibbs Name: Ginger B. Tibbs Title: Secretary - Treasurer 12 13 FORM 11-K INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. - ----------- -------- 23 Consent of Independent Auditors 14
13 EX-23 2 ex23.txt CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-83768 and 333-78925 of Boyd Bros. Transportation Inc. and subsidiary on Form S-8 of our report dated June 2, 2000, appearing in this Annual Report on Form 11-K of Boyd Bros. Transportation Inc. 401 (k) Profit Sharing Plan for the year ended December 31, 1999. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Birmingham, Alabama June 28, 2000 14 -----END PRIVACY-ENHANCED MESSAGE-----