-----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, JzAxMwe2j6KWVtImS+uK03GQ/8W2FoB1xS37HsnohJd+cVIJO/hAdBJ26V2x0K1J hVLMhO0Ev1GRhvU1rAx74w== 0000950144-99-008328.txt : 19990630 0000950144-99-008328.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950144-99-008328 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOYD BROS TRANSPORTATION INC CENTRAL INDEX KEY: 0000920907 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [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: 99655629 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 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, 1998 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 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN TABLE OF CONTENTS - ------------------------------------------------------------------------------
REQUIRED INFORMATION PAGE 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 3 2) Statements of Net Assets Available for Benefits - 4 December 31, 1998 and 1997 3) Statements of Changes in Net Assets Available for Benefits - 5 December 31, 1998 and 1997 4) Notes to Financial Statements 6-9 5) Schedules a) Assets Held for Investment Purposes - 10 December 31, 1998 b) Schedule of Reportable Transactions - 11 Year Ended December 31, 1998 Schedules required under the Employee Retirement Income Security Act of 1974, other than the schedules listed above, are omitted because of the absence of conditions under which they are required. Signatures 12 B) The following exhibit is filed as part of this annual report: Exhibit No. 23 ..... Consent of Independent Auditors
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, 1998 and 1997, 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 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. 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 1998 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1998 financial statements taken as a whole. Deloitte & Touche LLP Birmingham, Alabama June 1, 1999 3 4 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 ASSETS Investments at fair value: Common stock $ 683,081 $ 680,235 Mutual funds 3,347,690 2,741,758 Real estate 320,000 320,000 ---------- ---------- Total investments 4,350,771 3,741,993 ---------- ---------- Contributions receivable: Employer 3,583 4,737 Employee 9,547 6,568 ---------- ---------- Total contributions receivable 13,130 11,305 ---------- ---------- TOTAL 4,363,901 3,753,298 ---------- ---------- LIABILITIES Miscellaneous payables 506 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,363,901 $3,752,792 ========== ==========
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, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 ADDITIONS: Net appreciation (depreciation) in fair value of investments $ (111,202) $ 482,634 Interest and dividends 289,069 171,578 Employer contributions 264,337 215,947 Employee contributions 695,112 511,979 Rollover contributions 35,966 8,976 Rental income 4,275 2,850 ----------- ---------- Total additions 1,177,557 1,393,964 ----------- ---------- DEDUCTIONS: Distributions to participants 540,192 776,682 Administrative expenses 26,256 20,249 ----------- ---------- Total deductions 566,448 796,931 ----------- ---------- NET INCREASE 611,109 597,033 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 3,752,792 3,155,759 ----------- ---------- END OF YEAR $ 4,363,901 $3,752,792 =========== ==========
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, 1998 and 1997, net assets available for benefits included benefits of $443,415 and $378,631, respectively, due to participants who have withdrawn from participation in the Plan. 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 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. 6 7 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. 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. 7 8 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:
1998 1997 Common stock (at quoted market prices) - Boyd Bros. Transportation Inc. $ 683,081 $ 680,235 ---------- ---------- Mutual funds (at quoted market prices): AmSouth Stable Principal Fund 516,896 409,294 AmSouth Balanced Fund 778,748 692,625 AmSouth Equity Fund 1,894,901 1,515,955 AmSouth Bond Fund 157,145 123,884 ---------- ---------- Total mutual funds 3,347,690 2,741,758 ---------- ---------- Real estate - land and buildings (at estimated fair value) 320,000 320,000 ---------- ---------- Total investments $4,350,771 $3,741,993 ========== ==========
During 1998 and 1997, the Plan's investments (including investments bought or sold, as well as held during the year) appreciated (depreciated) in value, as follows:
1998 1997 Investments at fair value as determined by quoted market prices: Common stock $(229,117) $107,531 AmSouth Stable Principal Fund 23,819 25,471 AmSouth Balanced Fund 12,100 61,115 AmSouth Equity Fund 79,255 285,099 AmSouth Bond Fund 2,741 3,418 --------- -------- Total $(111,202) $482,634 ========= ========
8 9 6. FUND INFORMATION The following is a summary of interest and dividends, contributions and distributions to participants for each investment fund option.
1998 1997 Interest and dividends: AmSouth Balanced Fund $ 80,535 $ 65,651 AmSouth Equity Fund 198,935 97,382 AmSouth Bond Fund 9,599 8,545 -------- -------- Total $289,069 $171,578 ======== ======== Employer contributions - Common stock $264,337 $215,947 ======== ======== Employee contributions: Common stock $ 73,147 $ 52,493 AmSouth Stable Principal Fund 178,093 95,099 AmSouth Balanced Fund 128,922 112,884 AmSouth Equity Fund 276,385 218,821 AmSouth Bond Fund 38,565 32,682 -------- -------- Total $695,112 $511,979 ======== ======== Employee rollovers: Common stock $ 2,333 $ 1,233 AmSouth Stable Principal Fund 11,808 1,471 AmSouth Balanced Fund 165 3,017 AmSouth Equity Fund 21,660 3,054 AmSouth Bond Fund 201 -------- -------- $ 35,966 $ 8,976 ======== ======== Distributions to participants: Common stock $ 84,790 $ 90,632 AmSouth Stable Principal Fund 98,739 195,713 AmSouth Balanced Fund 108,190 153,995 AmSouth Equity Fund 230,599 272,371 AmSouth Bond Fund 17,874 63,971 -------- -------- Total $540,192 $776,682 ======== ========
7. 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 $26,256 and $20,249 for the years ended December 31, 1998 and 1997, respectively. The Plan also holds shares of the Sponsor's common stock (118,237 and 87,570 shares at December 31, 1998 and 1997, respectively). These transactions qualify as party-in-interest. 9 10 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 - --------------------------------------------------------------------------------
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. 118,237 shares $ 915,822 $ 683,081 ---------- ---------- AmSouth Bank Mutual Funds: * AmSouth Stable Principal Fund 37,728 units 475,223 516,896 * AmSouth Balanced Fund 53,084 units 740,683 778,748 * AmSouth Equity Fund 80,123 units 1,632,398 1,894,901 * AmSouth Bond Fund 14,006 units 151,212 157,145 ---------- ---------- Total mutual funds 2,999,516 3,347,690 ---------- ---------- Real Estate Land and buildings 310,500 320,000 --------- ---------- Total $4,225,838 $4,350,771 ========== ========== * Party-in-interest
10 11 BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - --------------------------------------------------------------------------------
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) SERIES OF TRANSACTIONS: Boyd Bros. Common stock Transportation, Inc. (110 Acquisitions) $310,295 $ 310,295 AmSouth Bank AmSouth Balanced Fund (121 Acquisitions) 224,099 224,099 AmSouth Bank AmSouth Equity Fund (123 Acquisitions) 526,233 526,233 (33 Dispositions) $226,552 $182,657 226,552 $43,895 AmSouth Bank AmSouth Stable Principal Fund (113 Acquisitions) 199,726 199,726
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 29, 1999 By: /s/ Gail Cooper --------------------------- Name: Gail Cooper ------------------------- Title: Secretary ------------------------ 13 FORM 11-K INDEX TO EXHIBITS
EXHIBIT NO. - ----------- 23 Consent of Independent Auditors
EX-23 2 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-83768 of Boyd Bros. Transportation Inc. on Form S-8 of our report dated June 1, 1999, 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, 1998. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Birmingham, Alabama June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----