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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, 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)
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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, 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
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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,
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
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
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
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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
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NET ASSETS AVAILABLE FOR BENEFITS $5,118,711 $4,363,901
========== ==========
</TABLE>
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, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
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
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Total additions 1,218,117 1,177,557
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DEDUCTIONS:
Distributions to participants 432,098 540,192
Administrative expenses 31,209 26,256
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Total deductions 463,307 566,448
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NET INCREASE 754,810 611,109
NET ASSETS AVAILABLE FOR
BENEFITS:
BEGINNING OF YEAR 4,363,901 3,752,792
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END OF YEAR $ 5,118,711 $ 4,363,901
=========== ===========
</TABLE>
See notes to financial statements.
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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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
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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:
<TABLE>
<CAPTION>
<S> <C>
2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
</TABLE>
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.
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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:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Common stock (at quoted market prices) -
Boyd Bros. Transportation Inc. $ 788,453 $ 683,081
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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
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Total mutual funds 3,990,195 3,347,690
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Real estate - land and buildings (at
estimated fair value) 320,000 320,000
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Total investments $5,098,648 $4,350,771
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</TABLE>
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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:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
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
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Total $ (273,375) $ (111,202)
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</TABLE>
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.
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
Common stock -
* Boyd Bros. Transportation Inc. 133,219 shares $ 1,040,155 $ 788,453
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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
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Real Estate Land and buildings 310,500 320,000
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Total $ 5,331,664 $ 5,098,648
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</TABLE>
* 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, 1999
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<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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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, 2000 By: /s/ Ginger B. Tibbs
Name: Ginger B. Tibbs
Title: Secretary - Treasurer
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FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
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<S> <C> <C>
23 Consent of Independent Auditors 14
</TABLE>
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