-----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, KNIyIZAhfjNolgjurVGTC0LRsygo0zLSr3anC+TWvaQk4K18pyMmauJAPinzi8t/ FguoMyTk4FjOtvbaU4IxZQ== 0000950144-97-008755.txt : 19970812 0000950144-97-008755.hdr.sgml : 19970812 ACCESSION NUMBER: 0000950144-97-008755 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970811 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: 97655721 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 June 30, 1997 ------------- 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 July 31, 1997. Common Stock, $.001 Par Value 3,700,688 ----------------------------- --------- (Class) (Number of Shares) 2 INDEX
Page Number Part I. Financial Information (Unaudited) Condensed Balance Sheets June 30, 1997 and December 31, 1996 3 Condensed Statements of Operations Three- and six-month periods ended June 30, 1997 and 1996 5 Condensed Statements of Cash Flows Six-month period ended June 30, 1997 and 1996 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 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11
2 3 BOYD BROS. TRANSPORTATION INC. CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1997 1996 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,162,595 $ 3,593,206 Marketable securities -- 100,000 Notes and accounts receivable Trade and interline 7,286,417 5,541,471 Refundable income taxes -- 274,876 Other 905,414 579,573 Inventories 209,840 230,920 Prepaid tire expense 509,707 711,208 Other prepaid expenses 1,575,376 761,324 Deferred income tax 549,776 530,623 ----------- ----------- Total current assets 13,199,125 12,323,201 ----------- ----------- PROPERTY AND EQUIPMENT: Land and land improvements 1,082,510 1,082,510 Buildings 3,240,496 3,240,496 Revenue equipment 54,300,903 51,513,665 Other equipment 8,335,989 8,111,012 Leasehold improvements 426,185 406,577 ----------- ----------- Total 67,386,083 64,354,260 Less accumulated depreciation and amortization 21,324,895 19,761,532 ----------- ----------- Property and equipment, net 46,061,188 44,592,728 ----------- ----------- OTHER ASSETS 161,636 346,050 ----------- ----------- TOTAL $59,421,949 $57,261,979 =========== ===========
See notes to condensed financial statements. 3 4 BOYD BROS TRANSPORTATION INC. CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1997 1996 ----------- ----------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 4,954,941 $ 4,625,204 Accounts payable - trade and interline 1,089,320 2,122,561 Accrued liabilities: Self-insurance claims 2,364,061 2,203,999 Salaries and wages 1,120,974 465,665 Other 719,811 411,206 ----------- ----------- Total current liabilities 10,249,107 9,828,635 LONG-TERM DEBT 16,012,119 15,197,840 DEFERRED INCOME TAXES 8,329,908 8,347,757 ----------- ----------- Total liabilities 34,591,134 33,374,232 ----------- ----------- 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 3,701 Additional paid-in capital 13,780,616 13,780,616 Retained earnings 11,046,498 10,103,430 ----------- ----------- Total stockholders' equity 24,830,815 23,887,747 ----------- ----------- TOTAL $59,421,949 $57,261,979 =========== ===========
See notes to condensed financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ----------------------------- ----------------------------- 1997 1996 1997 1996 ------------ ------------ ------------ ------------ (UNAUDITED) (UNAUDITED) OPERATING REVENUES $ 19,303,013 $ 16,349,678 $ 36,499,919 $ 31,278,763 OPERATING EXPENSES: Salaries, wages and employee benefits 8,613,211 7,235,860 16,141,671 14,007,762 Fuel 2,870,959 2,597,275 5,603,368 -- Operating supplies 2,236,107 2,316,146 4,424,419 9,439,265 Taxes and licenses 598,374 498,027 1,064,944 1,110,169 Insurance and claims 841,917 820,416 1,705,623 1,890,336 Communications and utilities 306,626 295,224 613,413 567,741 Depreciation and amortization 2,340,852 2,030,619 4,512,947 3,989,056 Gain on disposition of property and equipment, net (92,981) (470,927) (42,981) (808,317) Other 103,894 137,020 247,203 290,901 ------------ ------------ ------------ ------------ Total operating expenses 17,818,959 15,459,660 34,270,607 30,486,913 ------------ ------------ ------------ ------------ OPERATING INCOME 1,484,054 890,018 2,229,312 791,850 OTHER (INCOME) EXPENSES: Interest income (28,217) (21,899) (47,997) (46,753) Interest expense 328,456 354,469 643,381 625,008 ------------ ------------ ------------ ------------ Other expenses, net 300,239 332,570 595,384 578,255 ------------ ------------ ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 1,183,815 557,448 1,633,928 213,595 PROVISION FOR INCOME TAXES 510,840 250,415 690,865 140,208 ------------ ------------ ------------ ------------ NET INCOME $ 672,975 $ 307,033 $ 943,063 $ 73,387 ============ ============ ============ ============ NET INCOME PER SHARE $ 0.18 $ 0.08 $ 0.26 $ 0.02 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 3,700,688 3,728,050 3,700,688 3,744,773
See notes to condensed financial statements. - -------------------------------------------------------------------------------- 5 6 BOYD BROS. TRANSPORTATION INC. CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, ----------------------------- 1997 1996 ------------ ------------ OPERATING ACTIVITIES: Net income $ 943,063 $ 73,387 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,512,947 3,989,056 Gain on disposal of property and equipment, net (42,981) (808,317) Provision for deferred income taxes 690,865 140,208 Changes in assets and liabilities provided (used) cash: Marketable securities 100,000 -- Notes and accounts receivable (1,795,911) (735,340) Other assets (407,057) (1,224,235) Accounts payable trade and interline (1,033,241) 782,580 Accrued liabilities 1,123,976 (61,110) Deferred income taxes (727,867) (57,683) ------------ ------------ 3,363,794 2,098,546 ------------ ------------ INVESTING ACTIVITIES: Capital expenditures (7,620,459) (16,724,988) Proceeds from disposals of property and equipment 1,682,033 6,330,706 ------------ ------------ (5,938,426) (10,394,282) ------------ ------------ FINANCING ACTIVITIES: Proceeds from long-term debt 8,285,130 11,850,906 Principal payments on long-term debt (7,141,109) (3,749,740) Repurchase of common stock -- (804,750) ------------ ------------ 1,144,021 7,296,416 ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS (1,430,611) (999,320) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,593,206 1,481,910 ------------ ------------ BALANCE AT END OF PERIOD $ 2,162,595 $ 482,590 ============ ============
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, 1996. 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. 3. CAPITAL TRANSACTIONS In January 1996, the Company's Board of Directors authorized the repurchase of up to 150,000 shares of common stock. During the first quarter of 1996, the Company repurchased 82,300 shares for $617,250. Through the first half of 1996, the Company repurchased a total of 122,300 shares for $928,590. No shares were repurchased during the first six months of 1997. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operating revenues increased 18.06% for the three-month period ended June 30, 1997, compared with the same period in 1996 due to increased demand for the Company's services and higher rates. The Company continued to focus on increasing its fleet size to meet the anticipated demands of new and existing customers, ending the first six months of 1997 with 592 tractors compared with 522 tractors as of June 30, 1996. Additionally, revenue per truck increased due to better utilization and reduced deadhead. Total operating expenses increased 15.26% during the three-month period ended June 30, 1997 compared with the three-month period ended June 30, 1996, a slower rate of increase than revenue. Operating supplies expense decreased 3.46% or $80,039 during the three-month period ended June 30, 1997 compared with the three months ended June 30, 1996, attributable to a reduction in maintenance costs. For the three-month period ended June 30, 1997, salaries, wages, and benefits were 19.04% higher than in the corresponding period last year due to an increase in the number of drivers and higher job injury costs. Additionally, bonus expense was up due to significant improvements in profitability. Fuel expense increased 10.54% for the three-month period ended June 30, 1997 versus 1996. Decreasing diesel prices caused fuel costs to increase slower than revenue increases. Taxes and license expense increased 20.15% due to the timing of permit and tag purchases for the three-month period ended June 30, 1997 versus 1996. Depreciation and amortization expense increased 15.28% due to the addition of new trucks. Insurance and claims were up only 2.62% for the three-month period ended June 30, 1997 versus 1996. Lower safety costs caused a slower increase in insurance and claims expense compared with revenue increases. The operating ratio for the second quarter of 1997 was 92.3% compared with 94.6% for the second quarter of 1996. For the three-month period ended June 30, 1997 versus 1996, interest expense was down 7.3% due primarily to decreased debt. Gain on sale of equipment decreased from a gain of $470,927 during the second quarter of 1996 to a gain of $92,981 in 1997 as a fewer number of trucks were sold during the second quarter of 1997 than in the second quarter of 1996. Additionally, the trade packages were not as profitable as previous quarters. Operating expenses increased 12.41% during the six-month period ended June 30, 1997 compared with the same period in 1996. Salaries and wages increased 15.23% due to increase driver wages and workers' compensation costs. Fuel expense increased 8.78% for the six-month period ended June 30, 1997 versus 1996. Fuel costs increased at a slower rate than revenue due to decreasing diesel prices. For the first six months ended June 30, 1997 versus 1996, operating supplies increased only 3.18%, a much slower rate than revenue growth. Maintenance expenses were down compared with last year, causing the rate of increase in operating supplies to be lower than revenue growth. Tax and license expense decreased 4.07% due to credits received from states. Depreciation and amortization expense increased 13.13% due to the addition of new trucks. Insurance and claims were down 9.77% compared with the same period in 1996. Improved safety and lower accident claims contributed to the improvement. Gain on sale of equipment decreased from $808,317 during the first six months of 1996 to $42,981 in 1997 as the Company traded fewer tractors than the previous year. The operating ratio for the first six months of 1997 was 93.9% compared with 97.5% for the same period of 1996. For the six-month period ended June 30, 1997 versus 1996, interest expense was up 2.96% due primarily to higher interest rates. LIQUIDITY AND CAPITAL RESOURCES Net cash flow provided by operating activities was $3,363,794 during the first six months of 1997, compared with $2,098,546 during the first six months of 1996. The Company had a working capital surplus of $2,950,018 at June 30, 1997. Management anticipates increasing the Company's fleet in 1997 by an aggregate of 48 tractors net of replacements, at an anticipated cost of approximately $3.6 million. During the first six months of 1997, the Company purchased approximately $6,261,500 of replacement tractors and trailers, of which $7,600,000 was financed with various lenders. As of June 30, 1997, the Company has added 18 net tractors. Management expects to continue financing 8 9 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 June 30, 1997, 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. 9 10 PART II. Other Information. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 27, 1997, the Company held its 1997 annual meeting of stockholders. A total of 3,622,074 shares, or 97.9% of the Company's outstanding shares, were represented at the meeting either in person or by proxy. Three directors were nominated by the Company's Board of Directors to serve new three-year terms expiring in 2000 and one director was nominated to hold office for a two-year term expiring in 1999. These nominees, and the voting results for each, are listed below:
Term Expires For Withheld ------------ --- -------- Stephen J. Silverman 1999 3,618,124 3,950 Donald G. Johnston 2000 3,619,924 2,150 Glyn E. Newton 2000 3,618,924 2,150 W. Wyatt Shorter 2000 3,619,924 2,150
Incumbent directors not standing for election at the 1997 annual meeting of stockholders and whose terms continued after the meeting were:
Term Expires ------------ Dempsey Boyd 1998 Boyd Whigham 1998 Richard C. Bailey 1999 Paul G. Taylor 1999
Also at the meeting, stockholders considered and voted on three additional items of business: Stockholders ratified an amendment to the Company's 1994 Stock Option Plan, removing the requirement regarding the maximum number of shares that may be issued and sold under the Plan to any one employee. A total of 3,291,081 shares were voted in favor of this proposal, 324,100 shares were voted against, and 1,800 shares abstained. Stockholders approved a plan of Internal Restructuring whereby the Board of Directors is authorized to (a) cause the formation of a wholly owned Alabama subsidiary and (b) effect the transfer of all, substantially all or any portion of the assets and liabilities of the Company to such subsidiary in exchange for stock of the subsidiary. A total of 3,382,995 shares were voted in favor of this proposal, 116,800 shares were voted against, and 1,900 shares abstained. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors for the year ending December 31, 1997. A total of 3,621,524 shares were voted in favor of this proposal, no shares were voted against, and 540 shares abstained. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 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 June 30, 1997. 10 11 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: August 11, 1997 /s/ Richard C. Bailey ------------------------------------------ Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer) 11 EX-27 2 FINANICAL DATA SCHEDULE
5 3-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 2,162,595 0 7,286,417 0 209,840 13,199,125 67,386,083 21,324,895 59,421,949 10,249,107 0 0 0 3,701 24,827,114 59,421,949 0 36,499,919 0 34,270,607 0 0 595,384 1,633,928 690,865 943,063 0 0 0 943,063 .25 .25
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