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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, 2000
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)
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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, 2000 and
1999
3) Statements of Changes in Net Assets Available for Benefits - December 31,
2000 and 1999
4) Notes to Financial Statements
5) Schedules
a) Assets Held for Investment Purposes - December 31, 2000
b) Schedule of Reportable Transactions - Year Ended December 31, 2000
B) The following exhibit is filed as part of this annual report:
Exhibit No. 23
Independent Auditors' Consent
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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,
2000 and 1999, 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, 2000
and 1999, 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 2000 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic 2000 financial
statements taken as a whole.
Deloitte & Touche LLP
Birmingham, Alabama
May 25, 2001
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
ASSETS
Investments at fair value:
Common stock $ 275,913 $ 788,453
Mutual funds 4,353,814 3,990,195
Real estate 320,000
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Total investments 4,629,727 5,098,648
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Contributions receivable:
Employer 4,036
Employee 10,657
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Total contributions receivable 14,693
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Cash and cash equivalents 24,285 5,370
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NET ASSETS AVAILABLE FOR BENEFITS $4,654,012 $5,118,711
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See notes to financial statements.
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
ADDITIONS:
Net depreciation in fair value of
investments $ (714,978) $ (273,375)
Interest and dividends 379,479 447,149
Employer contributions 259,306 281,606
Employee contributions 691,334 761,882
Rollover contributions 53,113
Rental income 855
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Total additions 668,254 1,218,117
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DEDUCTIONS:
Distributions to participants 1,117,567 432,098
Administrative expenses 15,386 31,209
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Total deductions 1,132,953 463,307
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NET INCREASE (DECREASE) (464,699) 754,810
NET ASSETS AVAILABLE FOR
BENEFITS:
BEGINNING OF YEAR 5,118,711 4,363,901
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END OF YEAR $ 4,654,012 $ 5,118,711
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See notes to financial statements.
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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, 2000 and 1999, net assets
available for benefits included benefits of $312,597 and $282,999,
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.
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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.
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.
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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:
2000 1999
Common stock (at quoted market prices) -
Boyd Bros. Transportation Inc. $ 275,913 $ 788,453
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Mutual funds (at quoted market prices):
AmSouth Stable Principal Fund 883,367 686,773
AmSouth Balanced Fund 722,218 817,208
AmSouth Equity Fund 1,525,197 1,801,539
Fidelity Equity Growth Fund 269,547
Fidelity Midcap Fund 501,854
Other Funds 451,631 684,675
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Total mutual funds 4,353,814 3,990,195
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Real estate - land and buildings (at
estimated fair value) 320,000
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Total investments $4,629,727 $5,098,648
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During 2000 and 1999, the Plan's investments (including investments
bought or sold, as well as held during the year) appreciated
(depreciated) in value, as follows:
2000 1999
Investments at fair value as determined by
quoted market prices:
Common stock $ (506,336) $ (12,382)
AmSouth Stable Principal Fund 2,187 30,796
AmSouth Balanced Fund (24,707) (112,979)
AmSouth Equity Fund (160,527) (210,606)
AmSouth Bond Fund 9,794 (14,240)
Dreyfus Emerging Leaders Fund 3,456 6,482
Fidelity Equity Growth Fund (Advisor Series I) (51,534) 16,982
Fidelity Mid Cap Fund (Advisor Series I) 23,178 25,472
Pioneer Growth Shares Fund (9,724) (2,912)
Dreyfus/Laurel Premier Balanced Fund (765) 12
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Total $ (714,978) $ (273,375)
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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 $15,386 and $31,209 for
the years ended December 31, 2000 and 1999, respectively.
The Plan also holds shares of the Sponsor's common stock (130,157 and
133,219 shares at December 31, 2000 and 1999, 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, 2000
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 VALUE
Common stock -
* Boyd Bros. Transportation Inc. 130,157 shares $ 275,913
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Mutual Funds:
* AmSouth Stable Principal Fund 57,802 units 883,367
* AmSouth Balanced Fund 59,442 units 722,218
* AmSouth Equity Fund 81,736 units 1,525,197
* AmSouth Bond Fund 15,563 units 170,257
Dreyfus Emerging Leaders Fund 5,376 units 212,818
Fidelity Equity Growth Fund 4,525 units 269,547
Fidelity Mid Cap Fund 22,525 units 501,854
Pioneer Growth Shares 2,826 units 48,627
Dreyfus Premier Balanced Fund 1,366 units 19,929
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Total mutual funds 4,353,814
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Total $4,629,727
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* Party-in-interest
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
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 Real estate $ 258,526 $ 323,841 $ 258,526 $ (65,315)
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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 28, 2001 By: /s/ Ginger B. Tibbs
Name: Ginger B. Tibbs
Title: Secretary - Treasurer
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FORM 11-K
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO.
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23 Consent of Independent Auditors 14