-----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, VGXxlFnrpPXE6LrrEWw7gUKNOdbsipinjv86swN0JV3OyKJwBXFTmWAmbaJyvh1H ZOeExb1KW7Mhk7wkUXLr6Q== 0000950144-99-006008.txt : 19990517 0000950144-99-006008.hdr.sgml : 19990517 ACCESSION NUMBER: 0000950144-99-006008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 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: 99622838 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. 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, 1999 -------------- 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), 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 May 11, 1999. Common Stock, $.001 Par Value 3,536,385 - ----------------------------- --------- (Class) (Number of Shares) 2 INDEX
Page Number Part I. Financial Information Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets March 31, 1999 and December 31, 1998 3 Condensed Consolidated Statements of Income Three-months Ended March 31, 1999 and 1998 5 Condensed Consolidated Statements of Cash Flows Three-months Ended March 31, 1999 and 1998 6 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
2 3 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 1999 1998 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,456,878 $ 1,361,664 Marketable securities 250,000 250,000 Accounts receivable: Trade and interline 11,582,151 12,735,168 Other 278,560 170,094 Current portion of net investment in sales-type lease 1,341,235 1,495,510 Inventories 425,433 263,943 Prepaid tire expense 604,233 838,900 Other prepaid expenses 2,374,944 2,059,490 Deferred income taxes 644,712 644,712 ----------- ----------- Total current assets 18,958,146 19,819,481 ----------- ----------- PROPERTY AND EQUIPMENT: Land and land improvements 2,262,486 2,262,486 Buildings 2,927,611 2,927,611 Revenue equipment 64,544,652 60,619,648 Other equipment 11,058,640 10,806,777 Leasehold improvements 342,327 339,994 ----------- ----------- Total 81,135,716 76,956,516 Less accumulated depreciation and amortization 29,994,987 28,265,861 ----------- ----------- Property and equipment, net 51,140,729 48,690,655 ----------- ----------- OTHER ASSETS: Net investment in sales-type lease 3,553,556 4,120,787 Goodwill 4,123,684 4,235,422 Deposits and other assets 324,948 181,081 ----------- ----------- Total other assets 8,002,188 8,537,290 ----------- ----------- TOTAL $78,101,063 $77,047,426 =========== ===========
3 4 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 1999 1998 ----------- ----------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 9,577,175 $ 7,833,286 Accounts payable - trade and interline 3,373,615 1,648,537 Income taxes 234,674 1,686,502 Accrued liabilities: Self-insurance claims 2,057,438 2,132,042 Salaries and wages 1,069,148 957,710 Other 1,613,012 1,200,642 ----------- ----------- Total current liabilities 17,925,062 15,458,719 LONG-TERM DEBT 19,901,049 18,049,490 DEFERRED INCOME TAXES 10,677,510 10,677,510 ----------- ----------- Total liabilities 48,503,621 44,185,719 ----------- ----------- 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; 3,536,385 shares issued and outstanding 3,537 4,070 Additional paid-in capital 12,938,683 16,864,622 Retained earnings 16,655,222 15,993,015 ----------- ----------- Total stockholders' equity 29,597,442 32,861,707 ----------- ----------- TOTAL $78,101,063 $77,047,426 =========== ===========
See notes to condensed consolidated financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, -------------------------------- 1999 1998 ------------ ------------ (UNAUDITED) OPERATING REVENUES $ 30,038,000 $ 27,888,355 ------------ ------------ OPERATING EXPENSES: Salaries, wages and employee benefits 8,776,800 8,911,527 Cost of independent contractors 9,151,749 7,209,354 Fuel 2,554,675 2,664,533 Operating supplies 2,584,605 2,938,987 Taxes and licenses 649,698 551,829 Insurance and claims 1,539,116 1,351,890 Communications and utilities 366,050 429,802 Depreciation and amortization 2,625,750 2,457,880 Gain on disposition of property and equipment, net (167,876) -- Other 394,684 235,266 ------------ ------------ Total operating expenses 28,475,251 26,751,068 ------------ ------------ OPERATING INCOME 1,562,749 1,137,287 ------------ ------------ OTHER INCOME (EXPENSES): Interest income 20,033 27,830 Interest expense (439,204) (386,443) ------------ ------------ Other expenses, net (419,171) (358,613) ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 1,143,578 778,674 PROVISION FOR INCOME TAXES 481,371 320,000 ------------ ------------ NET INCOME $ 662,207 $ 458,674 ============ ============ NET INCOME PER SHARE (Basic and Diluted) $ 0.18 $ 0.11 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted) 3,603,156 4,094,628 ============ ============
See notes to condensed consolidated financial statements. 5 6 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, ------------------------------ 1999 1998 ----------- ----------- (UNAUDITED) OPERATING ACTIVITIES: Net income $ 662,207 $ 458,674 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,625,750 2,457,880 Net effect of sales- type leases on cost of independent contractors (295,970) (521,691) Gain on disposal of property and equipment, net (167,876) -- Provision for deferred income taxes -- (21,369) Changes in assets and liabilities provided (used) cash: Accounts receivable 1,044,551 (1,525,217) Other current assets (242,277) -- Deposits and other assets (143,867) (420,489) Accounts payable- trade and interline 1,725,078 418,032 Accrued liabilities and other current liabilities (1,002,624) 58,880 ----------- ----------- Net cash provided by operating activities 4,204,972 904,700 ----------- ----------- INVESTING ACTIVITIES: Purchase of short- term investments -- 250,000 Payments received on sales type leases 529,000 154,746 Capital expenditures: Revenue equipment (4,616,320) (231,679) Other property and equipment (254,196) -- Proceeds from disposals of property and equipment 562,782 -- ----------- ----------- Net cash provided by (used in) investing activities (3,778,734) 173,067 ----------- ----------- FINANCING ACTIVITIES: Purchase of common stock (3,926,472) -- Proceeds under line of credit -- 1,094,608 Payments under line of credit -- (636,000) Proceeds from long term debt 6,063,205 -- Principal payments on long-term debt (2,467,757) (4,293,653) ----------- ----------- Net cash used in financing activities (331,024) (3,835,045) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 95,214 (2,757,278) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,361,664 3,417,174 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,456,878 $ 659,896 =========== ===========
See notes to condensed consolidated financial statements. 6 7 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
THREE MONTHS ENDED MARCH 31, ------------------------------ 1999 1998 ----------- ----------- (UNAUDITED) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 439,204 $ 386,443 =========== =========== Income taxes, net of refunds $ 2,010,778 $ 512,340 =========== =========== SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: Net investment in sales- type leases $ 63,129 $ 3,413,062 =========== ===========
See notes to condensed consolidated financial statements. 7 8 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 of Boyd Bros. Transportation, Inc. ("Boyd Bros." or the "Company") as of March 31, 1999, and the results of operations for the three months ended March 31, 1999 and 1998, and cash flows for the three months ended March 31, 1999 and 1998. 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, 1998. 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, 1998. 2. FINANCIAL STATEMENTS The condensed consolidated financial statements include the accounts of Boyd Bros. and its wholly owned subsidiary, Welborn Transport, Inc. ("Welborn Transport"). Boyd Bros. and Welborn Transport are referred to herein collectively as the "Company". All significant intercompany balances, transactions and stockholdings have been eliminated. 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. 4. CAPITAL TRANSACTIONS In February 1999, the Company's Board of Director's authorized a program under which the Company may purchase up to 500,000 shares of its common stock in open market or negotiated transactions. During the first quarter of 1999, the Company repurchased 33,242 shares for $266,472 under this program. The Company also repurchased 500,000 shares of its common stock from one of its largest stockholders for $3,660,000. 5. ACCOUNTING STANDARDS NOT YET ADOPTED In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, which is effective for fiscal years beginning after June 15, 1999. It requires that an entity recognize all derivative financial instruments as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company is currently evaluating this Statement and has not yet determined its impact on the Company's financial statements. 6. RECLASSIFICATIONS Certain reclassifications have been made to the 1998 consolidated financial statements to conform to the 1999 presentation. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company, headquartered in Clayton, Alabama, is a flatbed truckload carrier that operates primarily throughout the eastern two-thirds of the United States, hauling steel products and building materials. In these markets, the Company 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 its 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 Operating revenues increased $2,149,645 or 7.7% for the three-month period ended March 31, 1999 compared to the same period in 1998. The increase is due to better equipment utilization and also increase in the fleet size. Total operating expenses increased $1,724,183 or 6.4% during the three-month period ended March 31, 1999 compared to the three months ended March 31, 1998, a rate that corresponds to the increase in revenue for the period. The operating ratio for the first quarter of 1999 was 94.8% compared to 95.9% for the same period in 1998. Salaries, wages and benefits decreased $134,727 or 1.5% compared to the first quarter of 1998 from $8,911,527 to $8,776,800. The decrease in salaries and wages was due to the increase in the owner/operator fleet resulting in an increase in purchased transportation. The owner/operator fleet comprised 45% of the Company's power units for the period ended March 31, 1999 compared with 38% for the same period in 1998. Fuel costs declined $109,858 or 4.1% compared to the first quarter of 1998 from $2,664,533 to $2,554,675. Decreasing fuel costs per gallon and the increase in owner/operator units contributed to the decline in fuel costs for the first quarter of 1999. Operating supplies decreased $354,382 or 12.1% compared to the first quarter of 1998 from $2,938,987 to $2,584,605. As a percentage of operating revenues, operating supplies declined from 10.5% to 8.5% due to the increase in the size of the owner/operator fleet. Taxes and licenses increased $97,869 or 17.7% compared to the first quarter of 1998 from $551,829 to $649,698. As a percentage of operating revenues, taxes and licenses increased from 2.0% to 2.2%. Insurance and claims increased $187,226 or 13.8% compared to the first quarter of 1998 from $1,351,890 to $1,539,116. As a percentage of operating revenues, insurance and claims increased from 4.8% to 5.1%. The increase was due to an increase in claims related to cargo and also accident frequency. Communication and utilities decreased $63,752 or 14.8% compared to the first quarter of 1998 from $429,802 to $366,050. As a percentage of operating revenues, communication and utilities declined from 1.5% to 1.2% due to a re-negotiated contract with a major telecommunications company and also the implementation of an internal monitoring program. Depreciation and amortization expense increased $167,870 or 6.8% compared to the first quarter of 1998 from $2,457,880 to $2,625,750. As a percentage of operating revenues, depreciation and amortization declined from 8.8% to 8.7% due to the increase in the owner/operator program and the increase in the sales-leaseback transactions. Cost of independent contractors, or owner/operators, was $9,151,749 for the three months ended March 31, 1999 compared to $7,469,886 for the three months ended March 31, 1998. The owner/operator fleet increased from 360 power units for the three months ended March 31,1998 to 450 power units for the period ended March 31, 1999. Cost of independent contractors comprises the net payments made to the owner/operators after certain operating expenses are deducted. Interest expense increased $52,761 or 13.7% compared to the first quarter of 1998 from $386,443 to $439,204. As a percentage of operating revenues, interest expense increased from 1.4% to 1.5% due to the increase in debt. 9 10 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, 1999 increased 6.0% or $670,151 compared to the amount at March 31, 1998. This represents 14.8% of total assets at March 31, 1999 versus 15.8% of total assets at March 31, 1998. The days of revenue in accounts receivable for the period ended March 31, 1999 were 34.7 compared to 35.2 for the same period in 1998. 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 sale-leaseback transactions with its owner/operators. Bad debt expense on such leases for the quarter ended March 31, 1999 was $180,147 compared to $324,600 for the same period in 1998. Net cash flow provided by operating activities was $4,204,972 during the first three months of 1999, compared to $904,700 during the same period for 1998. The Company had a working capital surplus of $1,033,084 at March 31, 1999. The Company's bank debt bears interest ranging from LIBOR plus 1.00 % to LIBOR plus 1.50 %, all payable in monthly installments with maturities through November 2003. The bank debt is collateralized by revenue equipment. The Company also has a line of credit with a limit of $1,500,000 bearing interest at the bank's 30-day LIBOR rate plus 1.75%. As of March 31, 1999, the Company had no outstanding borrowings on its line of credit. Management anticipates increasing the Company's fleet in 1999 by an aggregate of 75 tractors and 127 trailers, net of replacements, at an anticipated cost of approximately $27,337,700. Management expects to continue financing such equipment purchases through equipment financing arrangements with various lenders. As of March 31, 1999, 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 year 1999. YEAR 2000 COMPLIANCE State of Readiness- The Company is in the process of performing a comprehensive program to address its Year 2000 issues. The overall program includes six phases: (1) inventorying Year 2000 items; (2) assigning priorities to identified items; (3) assessing the Year 2000 compliance of items determined to be material to the Company; (4) replacing or updating material items determined not to be Year 2000 compliant; (5) testing material items; and (6) designing and implementing contingency and business continuation plans. The Company has grouped its information technology (IT)-Systems and Non-IT Systems into two categories, mission critical and support secondary. The mission critical group includes the IT- Systems and Non- IT Systems that are necessary to execute the Company's basic functions of hauling freight via the Company's flatbed trucks. The Company has formed a committee to address both the mission critical and support secondary categories. Each of the mission critical and support secondary groups has inventoried Year 2000 items and assigned priorities to identified items. The mission critical group has determined items material to the Company and either has replaced or updated these items. As of March 31, 1999, the testing of mission critical items that were replaced or updated is 90% complete and is expected to be fully completed by the end of the third quarter of 1999. Based on information provided to the Company by Qualcomm, the Company's supplier of IT-Systems and software that is used to track and communicate with the fleet, the Company believes that all systems provided to it by Qualcomm are Year 2000 compliant. The committee addressing secondary items (systems that increase efficiencies but are not necessary for the provision of services or the receipt of payment), has completed assessment of Year 2000 compliance. As of March 31, 1999, the support secondary group is 60% complete as to replacing and updating these items, and is expected to be fully completed by the end of the third quarter of 1999. The testing is ongoing as the items are replaced or updated. 10 11 Contingency and Business Continuation Plan- The Company has not developed a contingency plan, but such a plan is scheduled to be completed by the end of the third quarter of 1999. Risks and Reasonably Likely Worst Case Scenarios- As part of the Company's comprehensive review, it is continuing to identify and verify the Year 2000 readiness of third parties (vendors and customers) with whom the Company has material relationships. At present, the Company is not able to determine the effect on results of operations, liquidity and financial condition in the event the Company's material vendors and customers are not Year 2000 compliant. The Company will continue to monitor the progress of its material vendors and customers and formulate a contingency plan at that point in time when it does not believe that a material vendor or customer will be compliant. Costs- The Company expects to spend approximately $105,000 in connection with the Year 2000 remediation. The Company is still evaluating all necessary purchases, but as of March 31, 1999 the Company has spent $85,000. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to interest rate risk due to its long-term debt, which at March 31, 1999 bore interest rates ranging from 1.00% to 1.50% above the bank's LIBOR rate. Under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial Instruments, the Company has estimated the fair value of its long-term debt approximates its carrying value, using a discounted cash flow analysis based on borrowing rates available to the Company. The effect of a hypothetical 10% increase in interest rates would increase the estimated fair value of the Company's long-term debt by approximately $366,000. Management believes that current working capital funds are sufficient to offset any adverse effects caused by changes in the interest rates. PART II. OTHER INFORMATION 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 March 31, 1999. 11 12 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 thereunto duly authorized. Boyd Bros. Transportation Inc. (Registrant) Date: May 14, 1999 /s/ Richard C. Bailey -------------------------------------------- Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer) 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF BOYD BROS. TRANSPORTATION, INC. FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 1,456,878 250,000 16,755,502 0 425,433 0 81,135,716 (29,994,987) 78,101,063 17,925,062 0 0 0 3,537 29,593,905 78,101,063 30,038,000 30,038,000 28,475,251 28,475,251 (20,033) 0 439,204 1,143,578 481,371 662,207 0 0 0 662,207 .18 .18
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