-----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, IQFTyN3GRwMB0lfWki3Os1g+PffRDpqGfylfUX0z4MBB4yeslybi2/xiQCDCZIYa 7LdDP2pmGya0XeBWHkZwMw== 0000950144-96-007920.txt : 19961113 0000950144-96-007920.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950144-96-007920 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 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: 1934 Act SEC FILE NUMBER: 000-23948 FILM NUMBER: 96659808 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 Sept. 30, 1996 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 Sept. 30, 1996. Common Stock, $.001 Par Value 3,700,688 ----------------------------- --------- (Class) (Number of Shares) 2 INDEX
Page Number ----------- Part I. Financial Information (Unaudited) Item 1. Condensed Financial Statements Condensed Balance Sheets Sept. 30, 1996 and December 31, 1995 3 Condensed Statements of Operations Three-month period ended Sept. 30, 1996 and 1995 and Nine-month period ended Sept. 30, 1996 and 1995 5 Condensed Statements of Cash Flows Nine-month period ended Sept. 30, 1996 and 1995 6 Notes to Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information 9 Signatures 9
2 3 BOYD BROS. TRANSPORTATION INC. CONDENSED BALANCE SHEETS
Sept. 30, December 31, 1996 1995 ---- ---- (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $2,252,103 $1,481,910 Marketable securities 100,000 100,000 Notes and accounts receivable (less allowance for doubtful accounts of $125,108) 6,373,604 5,779,409 Refundable income taxes - 1,161,311 Other 110,012 842,508 Inventories 288,591 397,062 Prepaid tire expense 962,416 558,750 Other prepaid expenses 1,648,161 737,690 Deferred income tax 328,678 328,678 ----------- ----------- Total current assets 12,063,565 11,387,318 ----------- ----------- PROPERTY AND EQUIPMENT: Land and land improvements 1,082,510 1,055,606 Buildings 3,240,496 3,174,363 Revenue equipment 50,026,078 46,139,369 Other equipment 7,804,739 7,481,290 Leasehold improvements 380,727 373,561 ----------- ----------- Total 62,534,550 58,224,189 Less accumulated depreciation and amortization 17,687,720 21,035,800 ----------- ----------- Property and equipment, net 44,846,830 37,188,389 ----------- ----------- OTHER ASSETS 331,146 316,012 ----------- ----------- TOTAL $57,241,541 $48,891,719 =========== ===========
See notes to condensed financial statements. 3 4 BOYD BROS TRANSPORTATION INC. CONDENSED BALANCE SHEETS
Sept. 30, December 31, 1996 1995 ---- ---- (Unaudited) LIABILITIES AND STOCKHOLDERS# EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $4,966,716 $4,090,561 Accounts payable - trade and interline 999,832 932,524 Accrued liabilities: Self-insurance claims 1,923,282 1,664,465 Salaries and wages 1,030,834 1,297,116 Environmental Remediation 152,358 200,000 Other 785,628 526,416 ----------- ----------- Total current liabilities 9,858,650 8,711,082 LONG-TERM DEBT 16,517,712 9,227,851 DEFERRED INCOME TAXES 7,224,727 6,964,156 ----------- Total liabilities 33,601,089 24,903,089 ----------- ----------- 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; 3,700,688 shares issued and outstanding 3,701 3,823 Additional paid-in capital 13,780,616 14,708,994 Retained earnings 9,856,135 9,275,813 ----------- ----------- Total stockholders' equity 23,640,452 23,988,630 ----------- ----------- TOTAL $57,241,541 $48,891,719 =========== ===========
See notes to condensed financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. CONDENSED STATEMENTS OF OPERATIONS
Quarter Ended Sept. 30, Nine Months Ended Sept. 30, ----------------------- --------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- (Unaudited) (Unaudited) OPERATING REVENUES $17,528,798 $15,826,763 $48,807,561 $46,452,705 OPERATING EXPENSES: Salaries, wages and employee benefits 7,397,758 7,367,398 21,405,410 20,684,285 Fuel 2,737,145 2,293,815 7,888,791 6,704,898 Operating supplies 2,254,896 2,219,768 6,543,028 6,049,975 Taxes and licenses 608,275 533,472 1,718,443 1,329,709 Insurance and claims 704,320 849,910 2,594,655 2,494,835 Communications and utilities 303,380 270,185 871,121 740,871 Depreciation and amortization 2,093,418 1,885,221 6,082,447 5,367,407 Gain on disposition of property and equipment, net 46,468 (369,072) (761,849) (554,780) Environmental remediation (Note 2) - (100,000) 13,900 (150,000) Other 140,488 114,634 417,489 353,566 ----------- ----------- ----------- ----------- Total operating expenses 16,286,148 15,065,331 46,773,435 43,020,766 ----------- ----------- ----------- ----------- OPERATING INCOME 1,242,650 761,432 2,034,126 3,431,939 ----------- ----------- ----------- ----------- OTHER (INCOME) EXPENSES: Interest income (30,368) (12,125) (77,122) (41,449) Interest expense 400,715 218,914 1,025,723 560,599 ----------- ----------- ----------- ----------- Other expenses, net 370,347 206,789 948,601 519,150 ----------- ----------- ----------- ----------- INCOME BEFORE PROVISION FOR INCOME TAXES 872,303 554,643 1,085,525 2,912,789 PROVISION FOR INCOME TAXES 365,000 242,234 505,183 1,140,604 ----------- ----------- ----------- ----------- NET INCOME $ 507,303 $ 312,409 $ 580,342 $ 1,772,185 =========== =========== =========== =========== NET INCOME PER SHARE $ 0.137 $ 0.082 $ 0.155 $ 0.464 =========== =========== =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 3,714,873 3,823,000 3,734,745 3,823,000
See notes to condensed financial statements. 5 6 BOYD BROS. TRANSPORTATION INC. CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended Sept. 30, 1996 1995 ---- ---- (Unaudited) OPERATING ACTIVITIES: Net income $ 580,342 $1,772,185 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,082,447 5,367,407 Gain on disposal of property and equipment, net (761,849) (554,780) Provision for deferred income taxes 505,183 1,140,604 Changes in assets and liabilities provided (used) cash: Marketable Securities (250,000) Notes and accounts receivable 567,116 (2,843,754) Other assets (488,304) (623,760) Accounts payable trade and interline 67,308 102,831 Accrued liabilities 204,105 55,166 Deferred income taxes (244,612) (1,204,980) ----------- ----------- 6,511,736 2,960,919 ----------- ----------- INVESTING ACTIVITIES: Capital expenditures (19,947,839) (9,566,663) Proceeds from disposals of property and equipment 6,968,800 1,925,090 ----------- ----------- (12,979,039) (7,641,573) ----------- ----------- FINANCING ACTIVITIES: Proceeds from long-term debt 16,823,364 7,194,212 Principal payments on long-term debt (8,657,348) (3,546,362) Repurchase of common stock (928,500) - ----------- ----------- 7,237,516 3,647,850 ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS 770,213 (1,032,804) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,481,910 1,285,545 ----------- ----------- BALANCE AT END OF PERIOD $ 2,252,123 $ 252,741 =========== ===========
See notes to condensed financial statements. 6 7 BOYD BROS. TRANSPORTATION INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying condensed financial statements have been prepared in compliance with Form 10-Q instructions and thus do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the condensed statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. The condensed statements should be read in conjunction with the summary of accounting policies and notes to financial statements included in the Company's Form 10-K for the year ended December 31, 1995. The results of operations for interim periods presented are not necessarily indicative of the operating results for an entire year. 2. ENVIRONMENTAL MATTERS The Company's operations are subject to 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 terminals. During 1994 the Company retained an environmental consulting firm to conduct an audit of its compliance with applicable federal, state and local laws and regulations concerning the environment. The environmental consulting firm detected the presence of soil contamination and potential ground water contamination related primarily to the use of underground storage tanks, including tanks used by a prior owner of the property, at the Company's terminal in Birmingham, Alabama. The Company has notified the Alabama Department of Environmental Management of this contamination. The Company has initiated the process of removing and replacing all currently known underground storage tanks at the Birmingham terminal. The Company also replaced all underground storage tanks at the Clayton, Alabama terminal. Based upon cost estimates provided by its environmental consulting firm and contractors in 1994, the Company recorded an $800,000 charge to establish a reserve for the removal and replacement of underground storage tanks at the Company's terminals. Based on subsequent reviews of this project by management and its independent consultants, the Company reduced this reserve during 1995 by $293,652, reflecting a decline in the current estimated costs of remediating the sites. The reserve was reduced $150,000 during the first nine months of 1995. The environmental remediation liability included in the accompanying balance sheet at Sept. 30, 1996 and December 31, 1995 was $152,358 and $200,000, respectively. There can be no assurance that material liabilities or expenditures will not arise from these or additional environmental matters that may be discovered, or from future requirements of law. The Company does not believe that these expenditures will have a material adverse effect on the Company's financial condition. 3. CAPITAL TRANSACTIONS During the third quarter of 1996 the Company repurchased 15,000 shares of its own stock for $123,750. For the first nine months ended 1996 the Company repurchased an aggregate of 122,300 shares for $928,590. A total of 150,000 shares were authorized for repurchase under the repurchase program. 7 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operating revenues increased 10.75% for the three-month period ended Sept. 30, 1996 compared to the same period in 1995. Operating revenues increased 5.1% for the nine-month period ended Sept. 30, 1996. The Company continued to focus on increasing its fleet size to meet the anticipated demands of new and existing customers, ending the first nine months of 1996 with 554 tractors compared with 524 tractors as of Sept. 30, 1995. Operating expenses increased by 8.1% for the three-month period ended Sept. 30, 1996 compared with the three months ended Sept. 30, 1995. Fuel expense increased 19.3% because of higher fuel prices for the three month period ended Sept. 30, 1996 vs. 1995. Taxes and license expense increased 14% due to higher ad valorem taxes in 1996. Depreciation and amortization expense increased 11.0% due to the addition of new trucks. Insurance and claims were down 17.1% due to a decrease in safety liability reserves. The operating ratio for the third quarter of 1996 was 92.9% compared with 95.2% for the third quarter of 1995. For the three-month period ended Sept. 30, 1996 vs. 1995 interest expense was up 83.1% due primarily to increased debt. Gain on sale decreased from $369,072 during the third quarter of 1995 to a loss of $46,468 in 1996. Operating expenses increased 8.7% for the nine-month period ended Sept.30, 1996, compared to the same period in 1995. Fuel costs increased 17.7% during the first nine months of 1996 over 1995 because of higher fuel prices. Operating supplies increased 8.2% because of higher auxiliary costs for the nine-month period ended Sept. 30, 1996 vs. 1995. Tax and license expense increased 29.2% due to higher ad valorem taxes and other credits received during 1995. Depreciation and amortization expense increased 13.3% due to the addition of new trucks and lower utilization. Gain on sale increased from $554,780 during the first nine months of 1995 to $761,849 in 1996. The Company traded a substantial number of tractors during the first nine months of 1996 vs. 1995. The operating ratio for the first nine months of 1996 was 95.8% compared to 92.6% in 1995. For the nine-month period ended Sept. 30, 1996 vs. 1995 interest expense was up 83.0% due primarily to increased debt. The Company reserved $800,000 in the first quarter of 1994 for remediation expenses associated with the removal and replacement of underground storage tanks at some of its terminals. Due to an updated estimate on the total environmental remediation costs, the Company reduced its environmental reserve by $150,000 during the nine-month period ended Sept. 30, 1995. LIQUIDITY AND CAPITAL RESOURCES Net cash flow provided by operating activities was $6,511,736 during the first nine months of 1996, compared to $2,960,919 during the first nine months of 1995. The Company had a working capital surplus of $2,204,915 at Sept. 30, 1996. Management anticipates increasing the Company's fleet in 1996 by an aggregate of 53 tractors net of replacements, at an anticipated cost of approximately $4.0 million. During the first nine months of 1996, the Company purchased approximately $20.3 million of replacement tractors and trailers, of which $17.0 million was financed with various lenders. As of Sept 30, 1996 the Company has acquired 30 net additional tractors. Management expects to continue financing such equipment purchases through equipment financing arrangements with various lenders. Historically, the Company has relied on cash generated from operations to fund its working capital requirements. However, the Company has a line of credit with AmSouth Bank permitting short-term borrowings of up to $1.5 million at prime less .125%. At Sept. 30, 1996 the Company had no outstanding borrowings on its line of credit. Management believes that the line of credit, borrowing facilities and cash flow from operations are sufficient to meet its financing needs. 8 9 PART II. OTHER INFORMATION. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended September 30, 1996. 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: November 11, 1996 /s/ Richard C. Bailey ------------------------------------------ Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer) 9 10 EXHIBIT INDEX Exhibit 27 Financial Data Schedule (for SEC use only) EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1996 JAN-01-1996 SEP-30-1996 2,252,103 100,000 6,373,604 0 288,591 12,063,565 62,534,550 17,687,720 57,241,541 9,858,650 0 0 0 3,701 23,636,751 57,241,541 0 48,807,561 0 46,773,435 0 0 948,601 1,085,525 505,183 580,342 0 0 0 580,342 .155 .155
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