11-K 1 g83585e11vk.htm BOYD BROS - FORM 11-K BOYD BROS - FORM 11-K
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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, 2002
     
    OR
     
o   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)

 


Table of Contents

BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
and
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2002 AND 2001
with
INDEPENDENT AUDITORS’ REPORT

 


INDEPENDENT AUDITORS’ REPORT
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
NOTES TO FINANCIAL STATEMENTS
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER, 31 2002 AND 2001
SIGNATURES
INDEX TO EXHIBITS
EX-23 CONSENT OF SMITH & HOWARD, P.C
EX-99.1 SARBANES CERTIFICATION OF THE CEO
EX-99.2 SARBANES CERTIFICATION OF THE FINANCE VP


Table of Contents

TABLE OF CONTENTS

         
    PAGE
   
INDEPENDENT AUDITORS’ REPORT
    3  
     
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
    4  
     
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
    5  
     
NOTES TO FINANCIAL STATEMENTS
    6-10  
     
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2002
    11  
     
SIGNATURES
    12  
     
INDEX TO EXHIBITS
    13  

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Table of Contents

INDEPENDENT AUDITORS’ REPORT

To the Plan Administrator of
Boyd Bros. Transportation Inc.
401(k) Profit Sharing Plan

We have audited the accompanying statement of net assets available for plan benefits of Boyd Bros. Transportation Inc. 401(k) Profit Sharing Plan (the Plan) as of December 31, 2002 and 2001, and the related statement 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 the 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 as of December 31, 2002 and 2001 and the changes in 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 was conducted for the purpose of expressing an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the table of contents 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 schedule is the responsibility of the Plan’s management. The schedule has been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2002 financial statements taken as a whole.

Smith & Howard, P.C.

Atlanta, Georgia
June 19, 2003

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Table of Contents

BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER, 31 2002 AND 2001

ASSETS

                   
      2002   2001
     
 
Investments, at fair value (Note C):
               
 
Shares of registered investment companies
  $ 4,049,244     $ 4,410,489  
 
Common stock
    307,882       295,550  
 
 
   
     
 
Net Assets Available for Plan Benefits
  $ 4,357,126     $ 4,706,039  
 
 
   
     
 

The accompanying notes are an integral part of these financial statements.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER, 31 2002 AND 2001

                     
        2002   2001
       
 
Additions to Net Assets Attributed to:
               
 
Contributions:
               
   
Employer
  $ 240,584     $ 234,674  
   
Participant
    625,905       651,615  
   
Other
    9,933       6,704  
   
 
   
     
 
 
    876,422       892,993  
Investment income:
               
 
Net depreciation in fair value of investments
    (624,455 )     (318,003 )
 
Interest and dividends
    78,386       79,423  
   
 
   
     
 
 
    (624,455 )     (318,003 )
   
Total additions
    330,353       654,413  
Deductions from Net Assets Attributed to:
               
 
Benefits paid to participants
    643,014       576,735  
 
Investment management fees
    8,588       10,975  
 
Other
    27,664       14,676  
   
 
   
     
 
   
Total deductions
    679,266       602,386  
   
 
   
     
 
Net Increase (Decrease)
    (348,913 )     52,027  
Net Assets Available for Plan Benefits at Beginning of Year
    4,706,039       4,654,012  
   
 
   
     
 
Net Assets Available for Plan Benefits at End of Year
  $ 4,357,126     $ 4,706,039  
   
 
   
     
 

The accompanying notes are an integral part of these financial statements.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2002 AND 2001

NOTE A — DESCRIPTION OF THE PLAN

    The following description of the Boyd Bros. Transportation Inc. 401(k) Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.
 
    General
 
    The Plan is a defined contribution plan covering all full-time employees who have completed one year of service and 1,000 hours. The Plan is sponsored by Boyd Bros. Transportation Inc. (the Sponsor). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s contribution and matching contributions and the earnings on those contributions and an allocation of any discretionary contributions made by the plan sponsor or non-vested account forfeitures.
 
    Contributions
 
    Participants may elect to contribute up to 15% of their annual compensation, subject to limitations established by the Internal Revenue Service. Participants may change their contribution rate twice a year. The Company will contribute a matching contribution equal to 50% of the first 6% of the employee contributions. The rate of matching contributions may be changed by the Company by resolution of its Board of Directors. The Company may also provide special discretionary contributions equal to a percentage of an employee’s compensation and/or an amount determined by the Company based on earnings. All discretionary amounts are determined by the management of the Plan sponsor.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2002 AND 2001

NOTE A — DESCRIPTION OF THE PLAN (Continued)

    Investments
 
    Upon enrollment, the Plan permits participants to direct the allocation of their contributions among investment options offered under the trust agreement.
 
    Vesting
 
    Participants are immediately vested in their voluntary contributions. The vesting percentage for the employer matching contributions and any discretionary contributions is based on the participants years of service as follows:

         
2 years
    20 %
3 years
    40 %
4 years
    60 %
5 years
    80 %
6 years
    100 %

    Payment of Benefits
 
    On termination of service, a participant’s vested balance will be paid in a lump-sum distribution or installments equal to the value of his or her account as determined under the provisions of the Plan.
 
    Plan Expenses
 
    The Plan pays substantially all administrative expenses.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Accounting
 
    The financial statements of the Plan are prepared under the accrual method of accounting.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2002 AND 2001

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
 
    Investments
 
    Investments are maintained on a contract and fair market value basis.
 
    Benefits Payable
 
    As of December 31, 2002 and 2001, net assets available for benefits included benefits of $11,904 and $34,269, respectively, due to participants who have withdrawn from participation in the Plan.

NOTE C — INVESTMENTS

    The following table presents the fair values of investments that represent 5% or more of the net assets of the Plan as of December 31:

                   
      2002   2001
     
 
Common Stock — (at quoted market prices)
               
 
Boyd Bros. Transportation Inc.
  $ 307,882     $ 295,550  
Mutual Funds — (at quoted market prices)
               
 
Aetna Fixed Account
    1,217,599       1,085,943  
 
ING Gov’t Fund
    286,438        
 
ING Balanced Fund
    540,912       616,386  
 
ING Growth and Income Fund
    444,473       636,189  
 
Pioneer Fund
    374,939       623,180  
 
Fidelity Advisor Mid Cap Fund
    476,656       520,551  

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2002 AND 2001

NOTE C — INVESTMENTS (Continued)

    During 2002 and 2001, the Plan’s investments (including investments bought or sold, as well as held during the year) appreciated (depreciated) in value, as follows:

                 
    2002   2001
   
 
Investments at fair value as determined by quoted market prices:
               
Common stock
  $ 29,316     $ 624  
Fidelity Mid Cap Fund (Advisor Series I)
    (100,944 )     (34,996 )
Massachusetts Investors Growth Stock
    (48,818 )     (28,559 )
Oppenheimer Global Fund
    (18,377 )     (386 )
Franklin Small-Mid Cap Growth Fund
    (65,220 )     (28,111 )
ING Government Fund (A)
    10,647       (817 )
ING Balanced Fund (A)
    (73,557 )     (29,414 )
ING Growth and Income Fund (A)
    (161,795 )     (80,380 )
ING Index Plus LargeCap Fund (A)
    (5,899 )     (1,213 )
ING Growth Fund (A)
    (3,720 )     (379 )
ING International Growth Fund (A)
    (4,643 )     (353 )
Pioneer Fund
    (122,601 )     (69,808 )
Janus Adviser Balanced Fund
    (8,100 )     (1,372 )
Janus Adviser Growth Fund
    (50,744 )     (42,839 )
 
   
     
 
 
  $ (624,455 )   $ (318,003 )
 
   
     
 

NOTE D — INCOME TAXES

    The Sponsor has adopted a prototype standardized plan. The Internal Revenue Service has determined and informed the Company by a letter dated January 21, 1993, that the Plan is designated in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan itself has not filed for a determination letter. However, the Plan is designed and is currently being operated in compliance with applicable provisions of the IRC. The Plan administrator and trustees believe that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2002 AND 2001

NOTE E — TERMINATION

    The Company intends to continue the Plan indefinitely, but reserves the right to terminate the Plan and the Trust Agreement in whole or in part at any time, by action of the Board of Directors. All participant accounts become fully vested as of the effective date of termination.

NOTE F — RELATED PARTY TRANSACTIONS

    Certain Plan investments are in shares of mutual funds managed by Aetna Life Insurance and Annuity Company (now ING), the trustee of the Plan. Therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for investment management services amounted to $8,588 and $10,975 for the years ended December 31, 2002 and 2001, respectively.
 
    The Plan also holds shares of the Sponsor’s common stock (88,727 and 98,517 shares at December 31, 2002 and 2001, respectively). These transactions qualify as party-in-interest.

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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER, 31 2002 AND 2001

             
        c. Description of Investment    
        Including Maturity Date,    
    b. Identity of Issue, Borrower,   Rate of Interest, Collateral,   e. Current
a.   Lessor or Similar Party   Par or Maturity Value   Value

 
 
 
    Common Stock:        
*     Boyd Bros. Transportation Inc.   88,727 shares $ 307,882
    Mutual Funds:        
*     Aetna Fixed Account       1,217,599
*     ING Aeltus Money Market Fund   50,012 units   50,012
*     ING Government Fund   26,720 units   286,438
*     ING Balanced Fund   53,929 units   540,912
*     ING Growth and Income Fund   59,581 units   444,473
*     ING Index Plus LargeCAp Fund   2,503 units   28,259
*     ING Growth Fund   1,796 units   15,930
*     ING International Growth Fund   2,809 units   15,255
      Pioneer Fund   12,189 units   374,939
      Fidelity Advisor Mid Cap Fund   30,574 units   476,656
      Janus Adviser Balanced Fund   5,030 units   105,620
      Janus Adviser Growth Fund   7,958 units   121,036
      Massachusetts Investors Growth Fund   15,566 units   143,670
      Oppenheimer Global Fund   2,003 units   72,602
      Franklin Small-Mid Cap Growth Fund   7,100 units   155,843
           
      Total mutual funds       4,049,244
           
         Total     $ 4,357,126
           
*   Party-in-interest as defined by ERISA        

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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 27, 2003   By: /s/ Gail B. Cooper
Name: Gail B. Cooper
Title: President and Chief Executive Officer

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INDEX TO EXHIBITS

         
Exhibit No.  

   
23
  Consent of Independent Auditors
99.1
  Section 906 Certification
99.2
  Section 906 Certification

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