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, 2003 | ||
| 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)
BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
and
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2003 AND 2002
with
INDEPENDENT AUDITORS’ REPORT
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, 2003 and 2002, 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 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 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, 2003 and 2002 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 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2003 financial statements taken as a whole.
Smith & Howard, P.C.
Atlanta, Georgia
June 11, 2004
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BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2003 AND 2002
ASSETS
| 2003 | 2002 | |||||||
| Investments, at fair value (Note C): | ||||||||
| Shares of registered investment companies (mutual funds) | $ | 5,126,131 | $ | 4,049,244 | ||||
| Common stock — Boyd Bros Transportation, Inc. | 481,641 | 307,882 | ||||||
| Net Assets Available for Plan Benefits | $ | 5,607,772 | $ | 4,357,126 | ||||
The accompanying notes are an integral part of these financial statements.
4
BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
| 2003 | 2002 | |||||||
| Additions to Net Assets Attributed to: | ||||||||
| Contributions: | ||||||||
| Employer | $ | 213,863 | $ | 240,584 | ||||
| Participant | 543,240 | 625,905 | ||||||
| Other | 2,601 | 9,933 | ||||||
| 759,704 | 876,422 | |||||||
| Investment income: | ||||||||
| Net appreciation (depreciation) in fair value of investments | 923,919 | (624,455 | ) | |||||
| Interest and dividends | 80,222 | 78,386 | ||||||
| 1,004,141 | (546,069 | ) | ||||||
| Total additions | 1,763,845 | 330,353 | ||||||
| Deductions from Net Assets Attributed to: | ||||||||
| Benefits paid to participants | 497,010 | 643,014 | ||||||
| Investment management fees | 9,905 | 8,588 | ||||||
| Other | 6,284 | 27,664 | ||||||
| Total deductions | 513,199 | 679,266 | ||||||
| Net Increase (Decrease) | 1,250,646 | (348,913 | ) | |||||
| Net Assets Available for Plan Benefits at Beginning of Year | 4,357,126 | 4,706,039 | ||||||
| Net Assets Available for Plan Benefits at End of Year | $ | 5,607,772 | $ | 4,357,126 | ||||
The accompanying notes are an integral part of these financial statements.
5
BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2003 AND 2002
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. Forfeitures of employer matching contributions are used to reduce future employer contributions to the Plan. | ||||
6
BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2003 AND 2002
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. | ||||
7
BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2003 AND 2002
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| Basis of Accounting | ||||
| The financial statements of the Plan are prepared under the accrual method of accounting. | ||||
| 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, net assets available for benefits included benefits of $11,904 due to participants who have withdrawn from participation in the Plan. At December 31, 2003, all withdrawals requested had been paid. | ||||
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: |
| 2003 | 2002 | |||||||
| Common Stock – (at quoted market prices) | ||||||||
| Boyd Bros. Transportation Inc. | $ | 481,641 | $ | 307,882 | ||||
| Mutual Funds — (at quoted market prices) | ||||||||
| Aetna Fixed Account | 1,244,438 | 1,217,599 | ||||||
| ING Gov’t Fund | 271,976 | 286,438 | ||||||
| ING Balanced Fund | 627,033 | 540,912 | ||||||
| ING Growth and Income Fund | 583,282 | 444,473 | ||||||
| Pioneer Fund | 460,296 | 374,939 | ||||||
| Fidelity Advisor Mid Cap Fund | 766,265 | 476,656 | ||||||
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BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2003 AND 2002
NOTE C – INVESTMENTS (Continued)
| During 2003 and 2002, the Plan’s investments (including investments bought or sold, as well as held during the year) appreciated (depreciated) in value, as follows: |
| 2003 | 2002 | |||||||
| Investments at fair value as determined by quoted market prices: | ||||||||
| Common stock | $ | 198,610 | $ | 29,316 | ||||
| Fidelity Mid Cap Fund (Advisor Series I) | 218,837 | (100,944 | ) | |||||
| Massachusetts Investors Growth Stock | 36,298 | (48,818 | ) | |||||
| Oppenheimer Global Fund | 40,878 | (18,377 | ) | |||||
| Franklin Small-Mid Cap Growth Fund | 67,141 | (65,220 | ) | |||||
| ING Government Fund (A) | (5,013 | ) | 10,647 | |||||
| ING Balanced Fund (A) | 86,099 | (73,557 | ) | |||||
| ING Growth and Income Fund (A) | 113,524 | (161,795 | ) | |||||
| ING Index Plus LargeCap Fund (A) | 8,844 | (5,899 | ) | |||||
| ING Growth Fund (A) | 7,760 | (3,720 | ) | |||||
| ING International Growth Fund (A) | 9,794 | (4,643 | ) | |||||
| Pioneer Fund | 86,442 | (122,601 | ) | |||||
| Janus Adviser Balanced Fund | 15,162 | (8,100 | ) | |||||
| Janus Adviser Growth Fund | 39,543 | (50,744 | ) | |||||
| $ | 923,919 | $ | (624,455 | ) | ||||
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. |
9
BOYD BROS. TRANSPORTATION, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER, 31 2003 AND 2002
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 $9,905 and $8,588 for the years ended December 31, 2003 and 2002, respectively. | ||||
| The Plan also holds shares of the Sponsor’s common stock (78,316 and 88,727 shares at December 31, 2003 and 2002, respectively). These transactions qualify as party-in-interest. | ||||
10
BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2003
| a. | b. Identity of Issue, Borrower, | c. Description of Investment | e. Current | |||||
| Lessor or Similar Party | Including Maturity Date, | Value | ||||||
| Rate of Interest, Collateral, | ||||||||
| | | Par or Maturity Value | | |||||
| Common Stock: | ||||||||
| * | Boyd Bros. Transportation Inc. | 78,316 shares | $ | 481,641 | ||||
| Mutual Funds: | ||||||||
| * | Aetna Fixed Account | 1,244,438 | ||||||
| * | ING Aeltus Money Market Fund | 67,984 units | 67,984 | |||||
| * | ING Government Fund | 25,853 units | 271,976 | |||||
| * | ING Balanced Fund | 53,869 units | 627,033 | |||||
| * | ING Growth and Income Fund | 62,450 units | 583,282 | |||||
| * | ING Index Plus LargeCap Fund | 3,504 units | 49,265 | |||||
| * | ING Growth Fund | 4,537 units | 52,270 | |||||
| * | ING International Growth Fund | 8,221 units | 57,878 | |||||
| Pioneer Fund | 12,113 units | 460,296 | ||||||
| Fidelity Advisor Mid Cap Fund | 34,193 units | 766,265 | ||||||
| Janus Adviser Balanced Fund | 6,123 units | 144,449 | ||||||
| Janus Adviser Growth Fund | 8,791 units | 174,064 | ||||||
| Massachusetts Investors Growth Fund | 19,197 units | 217,307 | ||||||
| Oppenheimer Global Fund | 2,843 units | 146,414 | ||||||
| Franklin Small-Mid Cap Growth Fund | 8,710 units | 263,210 | ||||||
| Total mutual funds | 5,126,131 | |||||||
| Total | $ | 5,607,772 | ||||||
| * | 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 30, 2004 | By: /s/ Gail B. Cooper Name: Gail B. Cooper Title: President and Chief Executive Officer |
13
INDEX TO EXHIBITS
| Exhibit No. | ||||
| 23 | Consent of Independent Auditors | |||
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