-----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, OC3cdYz86czEf5//4jsrjy69dm9Efu94if59xJaKrb21QsJRjHvUj/crkD0QNU2A waVM23JV3zcZNGOEq9h8EQ== 0000950144-98-006067.txt : 19980515 0000950144-98-006067.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950144-98-006067 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NASD 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-23948 FILM NUMBER: 98619171 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 10-Q 1 BOYD BROS. TRANSPORTATION INC. FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to _____________________ Commission File Number 0-23948 ---------------- Boyd Bros. Transportation Inc. (Exact name of Registrant as specified in its charter) Delaware 63-6006515 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 3275 Highway 30, Clayton, Alabama 36016 --------------------------------------- (Address of principal executive offices) (Zip Code) (334) 775-1400 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) Yes X No __, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 1998. Common Stock, $.001 Par Value 4,094,628 - ----------------------------- --------- (Class) (Number of Shares) 2 INDEX
Page Number Part I. Financial Information Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets March 31, 1998 and December 31, 1997 3 Condensed Consolidated Statements of Income Three-months Ended March 31, 1998 and 1997 5 Condensed Consolidated Statements of Cash Flows Three-months Ended March 31, 1998 and 1997 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 10 Signatures 10
2 3 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1998 1997 ----------- ----------- (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 659,896 $ 3,417,174 Marketable securities -- 250,000 Accounts receivable Trade and interline 10,912,000 9,415,737 Other 145,988 117,034 Current portion of net investment in sales-type lease 834,245 508,829 Inventories 201,852 263,352 Prepaid tire expense 418,048 904,381 Other prepaid expenses 2,224,771 1,387,587 Deferred income tax 549,776 174,587 ----------- ----------- Total current assets 15,946,576 16,438,681 ----------- ----------- PROPERTY AND EQUIPMENT: Land and land improvements 1,059,570 1,046,245 Buildings 3,278,527 3,278,527 Revenue equipment 57,195,443 58,668,742 Other equipment 9,653,998 9,435,642 Leasehold improvements 339,944 339,944 ----------- ----------- Total 71,527,482 72,769,100 Less accumulated depreciation and amortization 25,744,482 23,910,352 ----------- ----------- Property and equipment, net 45,783,000 48,858,748 ----------- ----------- OTHER ASSETS Net investment in sales-type lease 2,578,817 1,656,490 Goodwill 4,427,971 4,459,222 Deposits and other assets 243,999 112,861 ----------- ----------- Total other assets 7,250,787 6,228,573 TOTAL $68,980,363 $71,526,002 =========== ===========
See notes to condensed consolidated financial statements. 3 4 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1998 1997 ----------- ----------- (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 5,034,840 $ 5,914,785 Revolving line of credit 1,480,457 1,021,849 Accounts payable - trade and interline 1,935,250 1,517,218 Income taxes 100,000 230,327 Accrued liabilities: Self-insurance claims 2,058,789 2,122,182 Salaries and wages 1,174,056 1,069,515 Other 795,880 778,148 ----------- ----------- Total current liabilities 12,579,272 12,654,024 LONG-TERM DEBT 15,837,994 19,251,702 DEFERRED INCOME TAXES 10,649,829 10,165,682 ----------- ----------- Total liabilities 39,067,095 42,071,408 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value - 1,000,000 shares authorized; no shares issued and outstanding Common stock, $.001 par value - 10,000,000 shares authorized; 4094628 shares issued and outstanding 4,095 4,095 Additional paid-in capital 17,030,222 17,030,222 Retained earnings 12,878,951 12,420,277 ----------- ----------- Total stockholders' equity 29,913,268 29,454,594 ----------- ----------- TOTAL $68,980,363 $71,526,002 =========== ===========
See notes to condensed consolidated financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, ---------------------------------- 1998 1997 ------------ ------------ (unaudited) OPERATING REVENUES $ 27,888,355 $ 17,196,909 OPERATING EXPENSES: Salaries, wages and employee benefits 8,911,527 7,528,459 Cost of independent contractors 7,469,886 -- Fuel 2,664,533 2,732,408 Operating supplies 2,938,987 2,188,312 Taxes and licenses 551,829 466,570 Insurance and claims 1,351,890 863,706 Communications and utilities 429,802 306,787 Depreciation and amortization 2,457,880 2,172,095 (Gain) loss on disposition of property and equipment, net (260,532) 50,000 Other 235,266 143,310 ------------ ------------ Total operating expenses 26,751,068 16,451,647 ------------ ------------ OPERATING INCOME 1,137,287 745,262 ------------ ------------ OTHER INCOME (EXPENSES): Interest income 27,830 19,779 Interest expense (386,443) (314,925) ------------ ------------ Other expenses, net (358,613) (295,146) ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 778,674 450,116 PROVISION FOR INCOME TAXES 320,000 180,025 ------------ ------------ NET INCOME $ 458,674 $ 270,091 ============ ============ NET INCOME PER SHARE (Basic and Diluted) $ 0.11 $ 0.07 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 4,094,628 3,700,888 ============ ============
See notes to condensed consolidated financial statements. 5 6 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, -------------------------------- 1998 1997 ----------- ----------- (Unaudited) OPERATING ACTIVITIES: Net income $ 458,674 $ 270,088 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,421,418 2,172,095 Amortization of goodwill 36,462 -- Provision for bad debt sales-type leases 324,600 -- (Gain) loss on disposal of property and equipment, net (590,650) 50,000 Provision for deferred income taxes 320,000 180,025 Changes in assets and liabilities provided (used) cash: Accounts receivable (1,525,217) (1,101,261) Deferred income taxes (341,369) (162,023) Deposits and other assets (420,489) (210,435) Accounts payable- trade and interline 418,032 (773,784) Accrued liabilities and other current liabilities 58,880 393,982 ----------- ----------- Net cash provided by operating activities 1,160,341 818,687 ----------- ----------- INVESTING ACTIVITIES: Purchase of short- term investments 250,000 -- Net investment in sales type leases (255,641) -- Payments received on lease payments 154,746 -- Capital expenditures - revenue equipment (231,679) (255,810) Proceeds from disposals of property and equipment -- 8,751 ----------- ----------- Net cash used in investing activities (82,574) (247,059) ----------- ----------- FINANCING ACTIVITIES: Proceeds under line of credit 1,094,608 -- Payments under line of credit (636,000) -- Principal payments on long-term debt (4,293,653) (2,862,651) ----------- ----------- Net cash used in financing activities (3,835,045) (2,862,651) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,757,278) (2,291,023) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,417,174 3,593,206 ----------- ----------- BALANCE AT END OF PERIOD $ 659,896 $ 1,302,183 =========== =========== SUPPLEMENTAL NON-CASH INVESTING ACTIVITIES: Net investment in sales-type leases $ 3,413,062 --
See notes to condensed consolidated financial statements. 6 7 BOYD BROS. TRANSPORTATION INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 1998, and the results of operations for the three months ended March 31, 1998 and 1997, and cash flows for the three months ended March 31, 1998 and 1997. Interim results are not necessarily indicative of results for a full year. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company's audited consolidated financial statements and notes for the fiscal year ended December 31, 1997. The condensed consolidated financial statements and notes should be read in conjunction with the summary of accounting policies and notes to the financial statements included in the Company's Form 10-K for the year ended December 31, 1997. 2. FINANCIAL STATEMENTS The condensed consolidated financial statements include the accounts of Boyd Bros. Transportation, Inc. and its wholly owned subsidiary, Welborn Transport, Inc. All significant intercompany balances, transactions and stockholdings have been eliminated. FASB Statement No. 130, Reporting Comprehensive Income, became effective for the Company's consolidated financial statements for the quarter ended March 31, 1998. This Statement had no impact on such financial statements. 3. ENVIRONMENTAL MATTERS The Company's operations are subject to certain federal, state and local laws and regulations concerning the environment. Certain of the Company's facilities are located in historically industrial areas and, therefore, there is the possibility of environmental liability as a result of operations by prior owners as well as the Company's use of fuels and underground storage tanks at its regional service centers. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Boyd Bros. Transportation, Inc., headquartered in Clayton, Alabama, is a flatbed truckload carrier that operates primarily throughout the eastern two-thirds of the United States, hauling primarily steel products and building materials. In these markets, Boyd Bros. serves high-volume, time sensitive shippers that demand time-definite delivery. Historically, the Company has owned its revenue equipment and operated through employee operators. The Company's expansion in the past, therefore, has required significant capital expenditures which have been funded through secured borrowings. During 1997, as a strategy to expand the Company's potential for growth without the concomitant increase in capital expenditures typically related to owned equipment, the Company began adding owner/operators to its fleet. The Company then accelerated the implementation of this strategy in December 1997 with the acquisition of Welborn Transport, which specializes in short-haul routes using a largely owner/operator fleet. RESULTS OF OPERATIONS The quarter ended March 31, 1998 represented the first full quarter of operations for the consolidated Company. Boyd Bros. acquired Welborn Transport in December 1997. Because the acquisition was treated as a purchase, only Welborn's December 1997 revenues and expenses were included in the 1997 audited financial statements. Operating revenues increased $10,691,446 or 62.2% for the three-month period ended March 31, 1998 compared to the same period in 1997. Welborn Transport accounted for 75% of the increase in operating revenues. The fleet size for Boyd Bros. Transportation, Inc. (parent only) increased 10% compared to the same period in 1997. Additionally, revenue per truck increased due to better utilization and reduced deadhead. Total operating expenses increased $10,299,421 or 62.6% during the three-month period ended March 31, 1998 compared to the three months ended March 31, 1997, a rate that corresponds to the increase in revenue for the period. The operating ratio for the first quarter of 1998 was 95.9% compared to 95.6% for the same period in 1997. Salaries, wages and benefits increased $1,363,068 or 18.4% compared to the first quarter of 1997 from $7,528,459 to $8,911,527. The increase was at a slower rate than revenue growth due to Welborn Transport's fleet being predominantly owner-operated. Fuel costs declined $67,875 or 2.5% compared to the first quarter of 1997 from $2,732,408 to $2,664,533. Decreasing fuel costs per gallon and the increase in owner-operator units contributed to the decline in fuel costs for the first quarter of 1998. Operating supplies increased $750,675 or 34.3% compared to the first quarter of 1997 from $2,188,312 to $2,938,987. As a percentage of operating revenues, operating supplies declined from 12.7% to 10.5% due to the increase of the owner-operator fleet. Taxes and licenses increased $85,259 or 18.3% compared to the first quarter of 1997 from $466,570 to $551,829. As a percentage of operating revenues, taxes and licenses declined from 2.7% to 2.0% due to the impact of the increasing owner-operator fleet. Insurance and claims increased $488,184 or 56.5% compared to the first quarter of 1997 from $863,706 to $1,351,890. As a percentage of operating revenues, insurance and claims declined from 5.0% to 4.8%. Communication and utilities increased $123,015 or 40.1% compared to the first quarter of 1997 from $306,787 to $429,802. As a percentage of operating revenues, communication and utilities declined from 1.8% to 1.5% due to the increase in the owner-operator program. Depreciation and amortization expense increased $285,785 or 13.2% compared to the first quarter of 1997 from $2,172,095 to $2,457,880. As a percentage of operating revenues, depreciation and amortization declined from 12.6% to 8.8% due to the increase in the owner-operator program and the increase in the sales-leaseback transactions. Gain and disposition of property and equipment increased $310,532 due to the increase in sales-type leases (related to the sale of equipment to owner/operators). Cost of independent contractors was $7,469,886 for the three months ended March 31, 1998 compared to $0 for the three months ended March 31, 1997, since the Company had no owner operators until June 1997. Cost of independent contractors comprises the net payments made to the owner-operators after certain operating expenses are deducted. Interest expense increased $71,518 or 22.7% compared to the first quarter of 1997 from $314,925 to $386,443. As a percentage of operating revenues, interest expense declined from 1.8% to 1.4% due to the increase in the owner-operator fleet and to reduced debt. 8 9 LIQUIDITY AND CAPITAL RESOURCES The Company's primary cash requirements are for capital expenditures and operating expenses, including labor costs, fuel costs and operating supplies. Historically, the Company's primary sources of cash have been from operations, bank borrowings and sales of common stock of the Company. Accounts receivable at March 31, 1998 increased 64% or $4,269,268 compared to the amount at March 31, 1997. This represents 15.8% of total assets at March 31, 1998 versus 12.2% of total assets at March 31, 1997. The days of revenue in accounts receivable for the period ended March 31, 1998 were 35.2 compared to 34.8 for the same period in 1997. The increase in accounts receivable was due to the increase in sales volume and does not represent a change in uncollectible accounts. The Company has not recognized any significant bad debt expense in any of the periods represented relating to trade receivables. The Company reserves for bad debts that are related to the sales-type leases. Bad debt expense on such leases for the quarter ended March 31, 1998 was $324,600 compared to $0 for the same period in 1997. Net cash flow provided by operating activities was $1,160,341 during the first three months of 1998, compared to $818,687 during the same period for 1997. The Company had a working capital surplus of $3,041,188 at March 31, 1998. The Company's bank debt bears interest ranging from LIBOR plus 1.00 % to LIBOR plus 2.00 % and 7.16% to 7.35 % per annum, all payable in monthly installments with maturities through October 2003. The bank debt is collateralized by revenue equipment. The Company also has two lines of credit with limits of $1,750,000 and $1,500,000 bearing interest at the banks 30-day LIBOR rate plus 2.25% and prime less .125%, respectively. The amounts borrowed under these lines of credit as of March 31, 1998 were $1,021,149 and $458,608, respectively. Management anticipates increasing the Company's fleet in 1998 by an aggregate of 75 tractors and 150 trailers net of replacements, at an anticipated cost of approximately $12,000,000. Management expects to continue financing such equipment purchases through equipment financing arrangements with various lenders. As of March 31, 1998 the Company believes that the availability of credit under both lines of credit and internally generated cash will be adequate to finance its operations and anticipated capital expenditures through fiscal 1998. 9 10 Part II. Other Information. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial data schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended March 31, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. Boyd Bros. Transportation Inc. (Registrant) Date: May 13, 1998 /s/ Richard C. Bailey --------------------------- Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer) 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 659,896 0 11,892,233 0 201,852 15,946,576 71,527,482 25,744,482 68,980,363 12,579,272 0 0 0 4,095 29,909,173 68,980,363 0 27,888,355 0 26,751,068 0 0 386,443 778,674 320,000 458,674 0 0 0 458,674 .112 .112
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