-----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, CQkxvca/scAujRkB2HQp8zoSpEXme0w3ragsL/gdh5Vqcy4fPdO41/K+Rj47evXr f3+hYeqmo8LxSHXJRzIziw== 0000950144-99-010087.txt : 19990816 0000950144-99-010087.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950144-99-010087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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: 99687593 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. 1 FORM 10-Q UNITED STATES 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, 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) 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 August 10, 1999. Common Stock, $.001 Par Value 3,525,385 ----------------------------- --------- (Class) (Number of Shares) 2 INDEX
Page Number Part I. Financial Information Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets June 30, 1999 and December 31, 1998................................3 Condensed Consolidated Statements of Income Three- and six-month Periods Ended June 30, 1999 and 1998..........5 Condensed Consolidated Statements of Cash Flows Six-month Periods Ended June 30, 1999 and 1998.....................6 Notes to Condensed Consolidated Financial Statements........................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................................8 Item 3. Quantitative and Qualitative Disclosures about Market Risk.................10 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders........................11 Item 5. Other Information..........................................................11 Item 6. Exhibits and Reports on Form 8-K...........................................12 Signatures..........................................................................13
2 3 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1999 1998 ---- ---- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 240,343 $ 1,361,664 Marketable securities 250,000 250,000 Accounts receivable: Trade and interline 12,741,318 12,735,168 Other 1,686,323 170,094 Current portion of net investment in sales-type lease 2,933,350 1,495,510 Inventories 396,504 263,943 Prepaid tire expense 764,916 838,900 Other prepaid expenses 3,514,825 2,059,490 Deferred income tax 694,091 644,712 ----------- ----------- Total current assets 23,221,670 19,819,481 ----------- ----------- PROPERTY AND EQUIPMENT: Land and land improvements 2,263,326 2,262,486 Buildings 2,927,611 2,927,611 Revenue equipment 61,523,474 60,619,648 Other equipment 11,320,826 10,806,777 Leasehold improvements 355,789 339,994 ----------- ----------- Total 78,391,026 76,956,516 Less accumulated depreciation and amortization 27,547,812 28,265,861 ----------- ----------- Property and equipment, net 50,843,214 48,690,655 ----------- ----------- OTHER ASSETS Net investment in sales-type lease 6,205,034 4,120,787 Goodwill 4,068,934 4,235,422 Deposits and other assets 333,867 181,081 ----------- ----------- Total other assets 10,607,835 8,537,290 TOTAL $84,672,719 $77,047,426 =========== ===========
See notes to condensed consolidated financial statements. 3 4 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1999 1998 ---- ---- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $10,658,902 $ 7,833,286 Accounts payable - trade and interline 2,025,492 1,648,536 Income taxes 466,532 1,686,503 Accrued liabilities: Self-insurance claims 2,363,687 2,132,042 Salaries and wages 1,061,215 957,710 Other 1,788,038 1,200,643 ----------- ----------- Total current liabilities 18,363,866 15,458,720 LONG-TERM DEBT 24,677,603 18,049,490 DEFERRED INCOME TAXES 10,722,895 10,677,509 ----------- ----------- Total liabilities 53,764,364 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; 3,526,385 shares issued and outstanding 3,527 4,070 Additional paid-in capital 12,834,943 16,864,622 Retained earnings 18,069,885 15,993,015 ----------- ----------- Total stockholders' equity 30,908,355 32,861,707 ----------- ----------- TOTAL $84,672,719 $77,047,426 =========== ===========
See notes to condensed consolidated financial statements. 4 5 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1999 1998 1999 1998 ---- ---- ---- ---- (UNAUDITED) (UNAUDITED) OPERATING REVENUES $ 33,247,123 $ 30,370,365 $ 63,285,123 $ 58,258,720 OPERATING EXPENSES: Salaries, wages and employee benefits 8,809,651 9,534,315 17,586,451 18,346,220 Cost of independent contractors 11,546,117 8,393,985 20,697,866 15,845,734 Fuel 2,631,914 2,758,124 5,186,589 5,420,946 Operating supplies 2,662,974 2,615,129 5,247,579 5,080,808 Taxes and licenses 662,214 603,906 1,311,912 1,187,903 Insurance and claims 1,489,174 1,137,257 3,028,290 2,499,589 Communications and utilities 358,691 368,080 724,741 797,880 Depreciation and amortization 2,727,119 2,435,141 5,352,869 4,893,021 Gain on disposition of property and equipment, net (928,027) (137,675) (1,095,903) 7,380 Other 387,251 301,699 781,935 681,547 ------------ ------------ ------------ ------------ Total operating expenses 30,347,078 28,009,961 58,822,329 54,761,028 ------------ ------------ ------------ ------------ OPERATING INCOME 2,900,045 2,360,404 4,462,794 3,497,692 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSES): Interest income 27,605 15,887 47,638 43,717 Interest expense (535,464) (414,300) (974,668) (800,742) Rental income (16,635) 19,250 (16,635) 19,250 ------------ ------------ ------------ ------------ Other expenses, net (524,494) (379,163) (943,665) (737,775) ------------ ------------ ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 2,375,551 1,981,241 3,519,129 2,759,917 PROVISION FOR INCOME TAXES 960,888 778,269 1,442,259 1,098,269 ------------ ------------ ------------ ------------ NET INCOME $ 1,414,663 $ 1,202,972 $ 2,076,870 $ 1,661,648 ============ ============ ============ ============ NET INCOME PER SHARE (Basic and Diluted) $ 0.40 $ 0.29 $ 0.58 $ 0.41 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 3,533,274 4,094,628 3,568,197 4,094,628 ============ ============ ============ ============
See notes to condensed consolidated financial statements. 5 6 BOYD BROS. TRANSPORTATION INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 1998 ---- ---- (UNAUDITED) OPERATING ACTIVITIES: Net income $ 2,076,870 $ 1,661,648 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,352,869 4,893,021 Net effect of sales-type leases on cost of independent contractors (655,129) (378,352) Gain on disposal of property and equipment, net (1,095,903) 7,380 Changes in assets and liabilities provided (used) cash: Accounts receivable (1,522,379) (1,851,513) Deferred income taxes (3,993) 402,150 Deposits and other assets 2,349,638 (884,899) Accounts payable-trade and interline 376,956 328,457 Accrued liabilities and other current liabilities (297,426) 1,245,349 ------------ ----------- Net cash provided by operating activities 6,581,503 5,423,241 ------------ ----------- INVESTING ACTIVITIES: Purchase of short-term investments -- 250,000 Payments received on sales type leases 1,330,938 500,820 Capital expenditures: Revenue equipment (16,461,883) (2,155,888) Other equipment (777,455) -- Proceeds from disposals of property and equipment 2,782,069 544,475 ------------ ----------- Net cash used in operating activities (13,126,331) (860,593) ------------ ----------- FINANCING ACTIVITIES: Purchase of common stock (4,030,222) -- Proceeds under line of credit -- 1,094,608 Payments under line of credit -- (636,000) Proceeds from long-term debt 15,496,146 1,590,212 Principal payments on long-term debt (6,042,417) (7,407,058) ------------ ----------- Net cash provided by (used in) financing activities 5,423,507 (5,358,238) ------------ ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (1,121,321) (795,590) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,361,664 3,417,174 ------------ ----------- BALANCE AT END OF PERIOD $ 240,343 $ 2,621,584 ============ =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid (received) during the year for: Income taxes $ 2,662,230 $ 890,844 ============ =========== Interest $ 927,030 $ 757,025 ============ =========== SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: Net investment in sales-type leases $ 1,321,954 $ 2,450,440 ============ ===========
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 of Boyd Bros. Transportation, Inc. ("Boyd Bros." or the "Company") as of June 30, 1999, and results of the operations for the three and six-month periods ended June 30, 1999 and 1998, and cash flows for the six-month periods ended June 30, 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 Directors authorized a program under which the Company may purchase up to 600,000 shares of its common stock in open market or negotiated transactions. During the first six months of 1999, the Company repurchased 43,000 shares for $370,222 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, 2000. 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. 7 8 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, 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, 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 $2,876,758 or 9.5% for the three-month period ended June 30, 1999 compared to the same period in 1998 due to increased demand for the Company's services and higher rates. Revenue per truck increased due to better utilization and reduced deadhead. Operating revenues increased $5,026,403 or 8.6% for the six-month period ended June 30, 1999 compared to the same period in 1998. The increase is due to greater demand for the Company's services and increased revenue per truck due to better utilization and reduced deadhead. Total operating expenses increased $2,337,117 or 8.3% during the three-month period ended June 30, 1999 compared to the three months ended June 30, 1998, a rate that corresponds to the increase in revenue for the period. The operating ratio for the second quarter of 1999 was 91.3% compared to 92.2% for the same period in 1998. Salaries, wages and benefits decreased $724,664 or 7.6% compared to the second quarter of 1998 from $9,534,315 to $8,809,651. The decrease in salaries and wages is due to the increase in the owner/operator fleet. At June 30, 1999, 524 or 50% of the Company's power units were owner/operated versus 359 or 38% at the same time last year. Fuel costs decreased $126,210 or 4.6% compared to the second quarter of 1998 from $2,758,124 to $2,631,914. The increase in owner/operator units and an increase in fuel efficiency accounted for the decrease in fuel costs for the second quarter of 1999. As a percentage of operating revenues, operating supplies decreased from 8.6% to 8.0% due to the increase in the size of the owner/operator fleet. Insurance and claims increased $351,917 or 30.9% compared to the second quarter of 1998 from $1,137,257 to $1,489,174. Insurance and claims as a percentage of operating revenues increased from 3.7% to 4.5%. The increase in insurance and claims was due to cargo claims and also accident frequency. As a percentage of operating revenues, communication and utilities decreased from 1.2% to 1.1% due to the increase in the size of the owner/operator fleet and also a re-negotiated contract with a major telecommunications company and also the implementation of an internal monitoring program. Depreciation and amortization expense increased $291,978 or 12.0% compared to the second quarter of 1998 from $2,435,141 to $2,727,119. The increase in depreciation and amortization expense is due to the purchase of new revenue equipment. The gain on disposition of property and equipment, net was $928,027 compared with a gain of $137,675 in the second quarter of 1998 due to the Company's capital equipment replacement program. Cost of independent contractors, or owner/operators, was $11,546,117 for the three months ended June 30, 1999 compared to $8,393,985 for the three months ended June 30, 1998. The owner/operator fleet increased from 359 power units for the three months ended June 30, 1998 to 524 power units for the period ended June 30, 1999. Interest expense increased $121,164 or 29.2% compared to the second quarter of 1999 from $414,300 to $535,464. The increase in interest expense is related to the increase in debt incurred to finance revenue equipment, much of which was subsequently leased to owner/operators. 8 9 RESULTS OF OPERATIONS (CONTINUED) Total operating expenses for the year-to-date period ended June 30, 1999 increased $4,061,301 or 7.4% compared to the same period last year. The operating ratio year to date June 30, 1999 was 92.9% compared to 94.0% for the same period last year. Operating supplies increased $166,761 or 3.3% during the six-month period ended June 30, 1999 compared to the same period last year due to an increase in over-the-road maintenance and tire costs and also training costs. However, operating supplies costs decreased as a percentage of revenue from 8.7% to 8.3%. Gain on sale of assets increased $1,103,283 due to the ongoing replacement of revenue equipment. 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 trade and interline at June 30, 1999 increased $6,150. This represents 15.0% of total assets at June 30, 1999 versus 16.5% of total assets at December 31, 1998. The increase is due to the increase in sales volume and does not represent a change in uncollectible accounts. The days of revenue in accounts receivable for the period ended June 30, 1999 were 36.2 compared to 38.8 for the year ended December 31, 1998. 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 June 30, 1999 was $518,247 compared to $549,000 for the same period in 1998. Net cash flow provided by operating activities was $6,630,882 during the first six months of 1999 compared to $5,423,241 during the same period for 1998. The Company had a working capital surplus of $5,540,744 at June 30, 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 May 2004. 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, respectively, bearing interest at the bank's 30-day LIBOR rate plus 1.25%. As of June 30, 1999, the Company had no outstanding borrowings on its line of credit. Management anticipates increasing the size of the Company's fleet in 1999 by an aggregate of 85 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 June 30,1999, 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. 9 10 YEAR 2000 COMPLIANCE CONT'D The mission critical group has determined items material to the Company and either has replaced or updated these items. As of June 30, 1999, the testing of mission critical items that were replaced or updated is 95% 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 June 30, 1999, the support secondary group is 70% 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. 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 June 30, 1999 the Company has spent $90,000. 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 June 30, 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 $440,000. Management believes that current working capital funds are sufficient to offset any adverse effects caused by changes in the interest rates. 10 11 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 18, 1999, the Company held its 1999 annual meeting of stockholders. A total of 3,352,991 shares, or 94% 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 one-year or three-year terms. These nominees, and the voting results for each, are listed below: Term Expires For Withheld ------------ --- -------- Miller Welborn 2000 3,308,591 44,400 Richard C. Bailey 2002 3,306,591 46,400 Stephen J. Silverman 2002 3,268,341 84,650
Incumbent directors not standing for election at the 1999 annual meeting of stockholders and whose terms continued after the meeting were:
Term Expires ------------ W. Wyatt Shorter 2000 Dempsey Boyd 2001 Boyd Whigham 2001
Also at the annual meeting, stockholders considered and voted on two additional items of business: Stockholders approved the Company's 1999 Employee Stock Purchase Plan under which an aggregate of 175,000 common shares may be purchased by all employees of the Company or designated subsidiaries of the Company, subject to certain procedural requirements. A total of 3,228,692 shares were voted in favor of this proposal, 115,114 shares were voted against, and 5,600 shares abstained. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors for the year ending December 31, 1999. A total of 3,352,691 shares were voted in favor of this proposal, 100 shares were voted against, and 200 shares abstained. ITEM 5. OTHER INFORMATION Proposals by stockholders intended to be presented at the 2000 annual meeting must be forwarded in writing and received at the principal executive office of the Company no later than December 11, 1999, directed to the attention of the Secretary, for consideration for inclusion in the Company's proxy statement for the annual meeting of stockholders to be held in 2000. Moreover, with regard to any proposal by a stockholder not seeking to have such proposal included in the proxy statement but seeking to have such proposal considered at the 2000 annual meeting, if such stockholder fails to notify the Company in the manner set forth above of such proposal no later than February 24, 2000, then the persons appointed as proxies may exercise their discretionary voting authority if the proposal is considered at the 2000 annual meeting notwithstanding that the stockholders have not been advised of the proposal in the proxy statement for the 2000 annual meeting. Any proposals submitted by stockholders must comply in all respects with the rules and regulations of the Securities and Exchange Commission, the provisions of the Company's Bylaws and the General Corporation Law of Delaware. 11 12 PART II. OTHER INFORMATION (CONTINUED) 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, 1999. 12 13 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: August 13, 1999 /s/ Richard C. Bailey --------------------- Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer) 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 240,343 250,000 14,427,461 0 1,079,444 23,221,670 78,391,026 (27,547,812) 84,672,719 18,363,866 0 0 0 3,527 30,904,828 84,672,719 63,285,123 63,285,123 0 58,822,329 0 0 943,665 3,519,129 1,442,259 2,076,870 0 0 0 2,076,870 .58 .58
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