EXHIBIT 13
SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data with respect to
the Company's last five fiscal years.
The "Statement of Operations Data" table and the "Balance Sheet Data" table
relating to the five fiscal years ended December 31, 2002, are derived from the
Consolidated Financial Statements incorporated by reference elsewhere in this
report or in previous reports. The "Selected Operating Data" table data is not
derived from the Consolidated Financial Statements. BDO Seidman, LLP,
independent certified public accountants, audited the financial statements for
the years ended December 31, 2002 and 2001. Deloitte & Touche LLP audited the
financial statements for the three-year period ended December 31, 2000. The
selected consolidated financial data should be read in conjunction with, and is
qualified in its entirety by reference to, the Consolidated Financial Statements
of the Company, the Notes thereto and the report thereon included elsewhere in
this report.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Operating revenues (a) $ 127,792 $ 127,559 $ 131,630 $ 133,137 $ 118,123
Operating expenses:
Salaries, wages and employee benefits 36,960 39,561 39,263 35,461 36,608
Cost of independent contractors 38,968 31,779 35,173 45,132 31,818
Operating supplies (a) 25,966 30,217 30,309 22,934 21,429
Taxes and licenses 2,599 2,241 2,965 2,847 2,566
Insurance and claims 6,535 6,458 7,060 6,111 5,393
Communications and utilities 1,275 1,371 1,520 1,480 1,554
Depreciation and amortization 11,605 12,290 11,611 10,720 10,320
Gain on disposition of property and equipment, net (468) (526) (1,113) (1,627) (433)
Other 1,615 1,950 2,008 1,862 1,541
--------- --------- --------- --------- ---------
Total operating expenses 125,054 125,340 128,796 124,920 110,796
--------- --------- --------- --------- ---------
Operating income (expense) 2,738 2,219 2,834 8,217 7,327
Interest expense (1,752) (2,684) (3,904) (2,422) (1,608)
Other income (expense) (51) 63 80 92 179
--------- --------- --------- --------- ---------
Income (loss) before income taxes 935 (402) (990) 5,887 5,898
Income taxes (benefit) 460 5 (15) 2,430 2,326
--------- --------- --------- --------- ---------
Net income (loss) $ 474 $ (407) $ (975) $ 3,457 $ 3,572
========= ========= ========= ========= =========
Basic net income (loss) per share $ 0.18 $ (0.14) $ (0.32) $ 0.99 $ 0.87
========= ========= ========= ========= =========
Diluted net income (loss) per share $ 0.17 $ (0.14) $ (0.32) $ 0.99 $ 0.87
========= ========= ========= ========= =========
(a) Operating revenues and operating supplies have been increased for 2002,
2001 and 2000 by the reclassification of fuel surcharges to comply with
EITF 01-14. See note 1 - Fuel Surcharges in the Notes to the Consolidated
Financial Statements.
AS OF DECEMBER 31,
---------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(in thousands)
BALANCE SHEET DATA:
Working capital $ (8,551) $ (2,089) $ (1,481) $ (1,049) $ 4,360
Net property and equipment 54,724 58,513 66,737 61,882 48,691
Total assets 81,582 86,084 95,052 99,456 77,047
Long-term debt, less current maturities 19,136 25,606 33,322 34,689 18,049
Total liabilities 55,857 60,795 67,870 69,062 44,186
Stockholders' equity 25,725 25,288 27,182 30,393 32,862
SELECTED OPERATING DATA:
The following table sets forth certain unaudited operating data regarding the
Company.
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Operating ratio (a) 97.9% 98.3% 97.8% 93.8% 93.8%
Average length of haul in miles 683 688 661 634 576
Average number of truckloads per week 2,852 2,872 3,145 3,368 3,330
Average revenues per total mile $ 1.19 $ 1.20 $ 1.20 $ 1.18 $ 1.17
Equipment at period end:
Tractors 955 972 1,017 1,112 1,032
Trailers 1,354 1,395 1,398 1,451 1,337
(a) Operating expenses stated as a percentage of operating revenues
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion of the financial condition and results of
operations of the Company for each of the years in the three-year period ended
December 31, 2002. This discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere herein.
GENERAL
The Company is headquartered in Clayton, Alabama and was founded in 1956 as a
small regional flatbed trucking operation. Since that time, the Company has
grown to one with 955 tractors and 1,354 trailers operating primarily in the
eastern two-thirds of the United States. The Company became publicly held in
1994.
Historically, the Company owned its revenue equipment and operated through
employee drivers. 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 increase in capital expenditures typically related to owned
equipment, the Company began adding independent contractors (owner-operators) to
its fleet. The Company then accelerated the implementation of this strategy in
December 1997 with the acquisition of WTI Transport, Inc., ("WTI") (f/k/a
Welborn Transport), which specializes in short-haul routes using largely an
owner-operated fleet. References to the "Company" contained herein refer to the
combined operations of Boyd and WTI. References hereinafter to "Boyd" or "WTI"
describe the distinct operations of the parent and subsidiary, respectively.
Boyd provides transportation services in the contiguous United States and into
some parts of Canada. During 2002, Boyd had an average length of haul of 734
miles and had 736 tractors and 1,056 trailers as of December 31, 2002. The Boyd
fleet consisted of 213 owner-operators and 523 company owned tractors at
December 31, 2002. Pay for owner-operators at Boyd is based on a per mile rate.
Boyd utilizes agents in some areas to solicit and book freight. Boyd also
operates a logistics department that provides logistical support to the Company.
In addition, the logistics department brokers freight by identifying external
shipping needs and matching available external carrier resources to those needs.
The logistics department requires minimal overhead and capital resources and
provides a service through logistically coordinating needs for carriers to
available carriers and scheduling the service to be provided. All carriers
brokered through the logistics department are responsible for maintaining proper
insurance coverages and are required to provide proof of such coverage prior to
brokerage of a load.
WTI provides transportation services over shorter routes than those
traditionally provided by Boyd. WTI operates primarily in the southeastern
United States, with an average length of haul of 401 miles. Management believes
this enhances WTI's ability to retain quality drivers, as drivers' time away
from home is minimized. WTI operates 219 tractors and 298 flatbed trailers. The
WTI fleet consisted of 182 owner-operators and 37 company tractors at December
31, 2002. The owner-operators are paid by WTI based upon a percentage of
revenue. WTI utilizes agents in some areas to solicit and book freight.
The Company continues to focus on marketing efforts and is broadening its
customer base outside of the steel and building products industries, as well as
stressing best-in-business service to its customers. The Company remains
committed to its emphasis on safety while working to reduce insurance claims and
costs. See "Factors That May Affect Future Results", below.
The Company's success depends on its ability to efficiently manage its resources
in the delivery of truckload transportation services to its customers. Resource
requirements vary with customer demand, which may be subject to seasonal or
general economic conditions. The Company's ability to adapt to changes in
customer transportation requirements is a key element in efficiently deploying
resources and in making capital investments in tractors, trailers, and
technology. The Company may also be affected by the financial failure of its
customers or loss of a customer's business from time-to-time.
The Company's greatest cash requirements include qualified drivers, tractors,
trailers, and related costs of operating its equipment (such as fuel, driver
pay, insurance, and supplies and maintenance). The Company has historically been
successful mitigating its risk to increases in fuel prices by recovering
additional fuel surcharges from its customers. However, economic conditions,
particularly those affecting the steel and construction industries, has
negatively affected the ability of the Company to pass through to its customers
fuel cost increases during the past two years. The Company's financial results
are also affected by the availability of qualified drivers and the market for
new and used tractors. Because the Company is self-insured for cargo, personal
injury, and property damage claims on its tractors and for workers' compensation
benefits for its drivers (supplemented by premium-based coverage above certain
dollar amounts), financial results may also be affected by driver safety,
medical costs, the weather, the legal and regulatory environment, and the costs
of insurance coverage to protect against catastrophic losses.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. The most significant accounting policies and estimates that
affect our financial statements include the following:
- - We review the selections of estimated useful lives and salvage values
for purposes of depreciating tractors and trailers. Depreciable lives of
tractors and trailers range from 3 to 7 years. Estimates of salvage
value at the expected date of trade-in or sale are based on the expected
values of equipment at the time of disposal. On average, the salvage
value of equipment is 25% of cost. The accuracy of these estimates
affects the amount of depreciation expense recognized in a period and,
ultimately, the gains or losses on the disposal of the asset. We have
recognized net gains on disposal of property and equipment of $468,321,
$525,800, and $1,113,574 for the years ended December 31, 2002, 2001,
and 2000, respectively. However, such amounts may differ materially in
the future based on accident frequency, regulatory requirements, and
other factors beyond our control. Certain revenue equipment has a
guaranteed residual value from the vendor, which will be redeemable by
the Company upon trade-in.
- - We review the estimates of accrued liabilities for insurance and claims
for liability and both physical and property damage and workers'
compensation. The measurement of these costs requires the consideration
of historical loss experienced and judgments about the present and
expected levels of cost per claim. The insurance and claims accruals are
recorded at the estimated payment amounts and are based upon individual
case estimates. The specific information for each case is reviewed,
detailed, and an estimate is determined based on each case separately.
Similar cases, historical costs, and current trends in costs are
considered when establishing estimates. Management believes the recorded
obligations for these expenses are consistently measured on a
conservative basis. However, changes in health costs, accident frequency
and severity, and other factors can materially affect the estimates for
these liabilities.
- - We review the adequacy of the lease receivable allowance for doubtful
accounts in the independent contractor (owner-operator) program. This
allowance represents an estimate of notes receivable between the Company
and owner-operators participating in the lease purchase program that
will become uncollectible and which may, in turn, prevent the Company
from maintaining its investment value in the tractor. Historical data,
trends, current economic conditions, and profitability of
owner-operators are factors considered when determining this estimate.
The Company decreased the percentage of gain on lease purchases that is
recognized at lease inception from 20% to 10% in October 2002. The
remainder of the gain is deferred and recognized over the life of the
lease.
- - Because we must plan for future tractor load levels in order to make
commitments for revenue equipment based on those projections, we have
risks that excess capacity may exceed demand and that an impairment of
our revenue equipment may occur. We review long-lived assets for
impairment as described in Note 1 to our Consolidated Financial
Statements. In analyzing potential impairments, we use projections of
future undiscounted cash flows from the asset. These projections are
based on our views of growth rates for the related business, anticipated
future economic conditions, and estimates of terminal values. If the
cash flows do not exceed the carrying values, the asset must be adjusted
to its current fair value. In 2001, we reduced carrying values of
certain WTI revenue equipment by $0.4 million due to expected reductions
in trade-in values.
- - We review the valuation of accounts receivable on a monthly basis. The
allowance for doubtful accounts is estimated based on historical
experience of write-offs and current economic conditions that might
impact the collectibility of customer accounts, including such factors
as bankruptcies and insolvencies. The Company performs ongoing credit
evaluations of its customers. The Company continually updates the
history it uses to make these estimates so as to reflect the most recent
information available. Our allowance for doubtful accounts was
approximately $341,000 and $319,000 at December 31, 2002 and 2001,
respectively. The Company experienced losses from bad debt in the amount
of $625,000 in 2001 due primarily to increased bankruptcies experienced
in the steel industry.
- - We have approximately $3.5 million of goodwill on our consolidated
balance sheet resulting from the acquisition of WTI. New accounting
standards adopted in 2002 require that we review this goodwill for
impairment on an annual basis and cease all goodwill amortization. The
adoption of these new rules did not result in an impairment of our
goodwill. The annual evaluation for goodwill impairment requires the use
of estimates about the future cash flows of WTI to determine its
estimated fair value. Changes in forecasted operations and changes in
discount rates can materially affect these estimates.
Our review of these accounting items and the resulting accounting positions
taken by the Company are based upon certain assumptions and conditions and
reflect our management's best assumptions and estimates; however, estimates of
these types of accounting items, particularly impairment and accrued
liabilities, involve inherent uncertainties as described above, that are beyond
management's control. As a result, the accounting for such items could result in
different amounts if management uses different assumptions or if different
conditions occur in future periods.
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001:
The following tables set forth, by segment, the percentage relationship of
expense items to operating revenues and certain other operating statistics for
the periods indicated:
COMPANY BOYD WTI
------------------ -------------------- -------------------
YEARS ENDED DECEMBER 31,
2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ----
Operating revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses
Salaries, wages, and employee
benefits 28.9 31.0 32.0 34.1 13.4 14.0
Cost of independent contractors 30.5 24.9 24.4 17.8 61.6 64.1
Operating supplies 20.3 23.7 22.4 25.9 9.6 11.1
Taxes and licenses 2.0 1.8 2.1 1.9 1.6 1.2
Insurance and claims 5.1 5.1 5.6 5.1 2.9 5.0
Communications and utilities 1.0 1.1 1.0 1.1 0.8 1.1
Depreciation and amortization 9.1 9.6 10.0 10.2 4.3 6.6
Gain on disposition of property
and equipment, net (0.3) (0.4) (0.3) (0.5) (0.9) 0.0
Other 1.3 1.5 0.9 1.3 3.3 2.7
----- ----- ----- ----- ----- -----
Total operating expenses 97.9 98.3 98.1 96.9 96.6 105.8
----- ----- ----- ----- ----- -----
Operating income 2.1 1.7 1.9 3.1 3.4 (5.8)
Interest expense, net (1.4) (2.0) (1.5) (2.2) (0.7) (1.0)
Other income -- -- -- -- -- --
----- ----- ----- ----- ----- -----
Income (loss) before income taxes 0.7 (0.3) 0.4 0.9 2.7 (6.8)
Income taxes (benefit) 0.3 (0.0) 0.2 0.4 1.1 (2.1)
----- ----- ----- ----- ----- -----
Net income (loss) 0.4% (0.3)% 0.2% 0.5% 1.6% (4.7)%
===== ===== ===== ===== ===== =====
COMPANY BOYD WTI
---------------------- ---------------------- --------------------
YEARS ENDED DECEMBER 31,
2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ----
Company operated tractors 560 610 523 570 37 40
Owner-operated tractors 395 362 213 190 182 172
------- ------- ------- ------- ------- -------
Total tractors 955 972 736 760 219 212
Total trailers 1,354 1,395 1,056 1,099 298 296
Average length of haul in miles (1) 683 688 734 749 401 380
Average number of tractor loads
per week (2) 2,852 2,872 2,188 2,290 664 672
Average revenues per total mile (3) $ 1.19 $ 1.20 $ 1.20 $ 1.17 $ 1.17 $ 1.17
(1) The average length of haul in miles is calculated by dividing the total
line-haul miles for the year by the total number of loads for the year.
(2) The average number of tractor loads per week is calculated by dividing
the total number of loads for the year by the number of working weeks in
the year.
(3) The average revenue per total mile is calculated by dividing the total
line-haul revenue for the year (excluding logistics revenue) by the total
line-haul miles driven.
The Company's total operating revenues increased $0.2 million or 0.2% to $127.8
million compared to $127.6 million for 2001. Boyd division revenues (83.6% of
consolidated revenues) decreased $1.1 million or 1% from 2001 while WTI division
revenues (16.4% of consolidated revenues) increased $1.4 million or 6.9% over
2001. Fuel surcharge revenue decreased $2.2 million or 58.5% from $3.7 million
in 2001 to $1.5 million in 2002. Fuel prices
decreased in the fourth quarter of 2001 and did not increase upwards until the
latter part of 2002. The fuel surcharge is a function of the cost of fuel that
the Company has negotiated with its vendors. These fuel surcharges, which
automatically adjust from week to week depending on the cost of fuel, enable the
Company to recoup the higher cost of fuel when prices increase. Conversely, when
fuel prices decrease, fuel charges decrease. As a flatbed carrier, a significant
portion of the Company's business relates to the steel industry, which has been
in a virtual recession for more than two years, and the building products
industry, which has remained flat due to the downturn in commercial construction
offset by the ongoing resiliency of the residential housing market. Given these
market conditions, the Company has had less success over the past two years
passing through fuel cost increases. The net increase in consolidated revenues
is reflective of diversification outside of the steel and building materials
industries and also is reflective of an increase in revenue resulting from the
Company's brokerage of freight to third-party carriers via its logistics
department. Excluding revenue from Boyd's logistics department, Boyd division
revenues decreased $4.4 million or 4.2% from 2001. Logistics revenue for 2002
increased $3.2 million or 84.5% over 2001.
Total operating expenses decreased $0.3 million or 0.2% to $125.0 million for
the year ended December 31, 2002, compared to $125.3 for the year ended December
31, 2001. The change in the Company's operating expenses reflected primarily
lower expenses for salaries, wages and employee benefits, operating supplies
(including fuel), depreciation and amortization, and other expenses, together
with an increase in taxes and licenses. These changes were offset primarily by
higher net cost of independent contractors (owner-operators) reflecting the
Company's strategy to utilize a higher percentage of owner-operators as compared
to Company drivers. Owner-operators are responsible for payment of the expenses
they incur including fuel, operating supplies, and taxes and licenses, while the
Company incurs these expenses related to Company drivers. Consequently, the
amount paid per mile (shown as salaries and wages for Company drivers and within
cost of independent contractors for owner-operators) for owner-operators is
greater than that of Company drivers.
The Company's operating ratio (operating expenses stated as a percentage of
operating revenues) improved from 98.3% in 2001 to 97.9% in 2002 due to better
margins provided by logistics revenue. As a percentage of consolidated revenues,
the following operating expense accounts decreased from the prior year:
salaries, wages and employee benefits; operating supplies; depreciation and
amortization; and other expenses. Expenses related to Company drivers and the
equipment they use are primarily reflected in these accounts. These expenses
decreased primarily due to the shift in the utilization of the Company fleet. Of
the total miles driven for 2002, 61% were driven by Company drivers, compared to
68% during 2001.
Salaries, wages and employee benefits for 2002 decreased $2.6 million, or 6.6%,
to $37.0 million compared to $39.6 million in 2001. This decrease is directly
related to the shift in fleet utilization of Company drivers versus owner
operators as mentioned above. Company drivers are paid on a per mile basis, and
they accounted for 7.7 million fewer miles in 2002. The Company anticipates that
the competition for qualified drivers will continue to be intense, and cannot
predict whether it will experience shortages in the future. If such a shortage
occurs and increases in driver pay rates become necessary to attract and retain
drivers, the Company's results of operations would be negatively impacted to the
extent that corresponding freight increases are not obtained.
Cost of independent contractors (owner-operators) for 2002 increased $7.2
million, or 22.6%, to $39.0 million from $31.8 million in 2001. Independent
contractors are owner-operators that either supply their own tractor or
lease-purchase a tractor from the Company. Of the 101 million total miles driven
for the year ended December 31, 2002, 39% were driven by owner-operators,
compared to 32% in 2001. Owner-operators accounted for 6.2 million more miles in
2002 than in 2001, an increase of 18.8%. Owner-operators are responsible for
their operating expenses including fuel, supplies and maintenance, health
insurance, licenses and taxes. Thus, owner-operators are paid a higher per mile
rate than Company drivers. Owner-operator compensation is included in the cost
of independent contractors. Gains on sales-type leases to owner-operators, net
of reserves, and interest income on the leases amounted to $1.9 million in 2002
compared to $0.5 million in 2001. The increase was due to the increased number
of owner-operators in the lease program in 2002 compared to 2001. As of December
31, 2002, the Boyd division had an owner-operator fleet of 213 operators
compared to 190 operators as of December 31, 2001, a 12% increase. WTI had 182
owner-operators as of December 31, 2002 compared to 172 operators in 2001, a
5.9% increase. The retention of independent contractors could remain difficult
in the foreseeable future due to the uncertainty of fuel prices and continuing
weaknesses in certain sectors of the U.S. economy. Historically, the Company has
experienced higher driver turnover in their owner- operator lease program during
periods of rising fuel prices.
Operating supplies expense for 2002 decreased $4.2 million, or 14.1%, to $26.0
million compared with $30.2 million for 2001. The decrease in operating
supplies, which includes fuel costs, is partly due to the increase in
owner-operator utilization. Fuel costs decreased $3.1 million or 17.1% from
$18.3 million in 2001 to $15.2 million in 2002, despite a 30% increase in cost,
from less than $1.20 per gallon at the beginning of 2002 to $1.50 per gallon by
the end of 2002. The decrease in operating supplies is also attributable to
younger tractors in the Company-owned fleet, which require fewer repairs and
replacements of auxiliary equipment (e.g. tarps, chains, etc.). Shortages of
fuel, increases in fuel prices, or rationing of petroleum products could have
materially adverse effects on the operations and profitability of the Company.
The trend in higher fuel costs does not appear to abating and the Company faces
the prospect of record level fuel prices in 2003. As of December 31, 2002, the
Company had no derivative financial instruments to reduce its exposure to fuel
price fluctuations.
Taxes and licenses expense for 2002 increased $0.4 million, or 16.0%, to $2.6
million compared to $2.2 million in 2001. The amounts due for taxes and
licensing are based on the value of the associated property. The higher values
of newer equipment resulted in higher taxes, permits, and licenses.
Insurance and claims expense for 2002 increased $0.1 million, or 1.2%, to $6.5
million compared to $6.4 million in 2001. The slight increase was primarily due
to an increase in accident claims and self-insurance claims, offset by lower
insurance premiums resulting from increased retention levels. The Company's
insurance costs were also lower in 2002 due to the higher percentage of
owner-operators incurring these costs.
Communications and utilities expense for 2002 decreased $0.1 million, or 7.0%,
to $1.3 million from $1.4 million in 2001. The decrease was primarily due to an
increase in the overall owner-operator fleet, which has resulted in an increase
in the fees the Company charges for the use of the Company's satellite units.
The Company also continually monitors monthly usage and costs, making changes
accordingly.
Depreciation and amortization expense for 2002 decreased $0.7 million, or 5.6%,
to $11.6 million from $12.3 million in 2001. The decrease in depreciation and
amortization was primarily associated with the Boyd division, which during the
past year has converted certain depreciable Company tractors to non-depreciable,
owner-operated tractors subject to lease-purchase arrangements, thereby
contributing to the increase in cost of independent contractors. Effective
January 1, 2002, the Company discontinued amortization of goodwill at its WTI
division in accordance with SFAS No. 142. Goodwill amortization expense was
$223,800 in 2001 and, primarily because of this change, the WTI division
recognized approximately $377,000 less expense during 2002 as compared to 2001.
Gain on disposition of property and equipment decreased $0.1 million or 10.9%,
to $0.4 million from $0.5 million. The trade values of tractors were depressed
during 2002. An increased supply of used tractors caused in part by trucking
company business failures and slower fleet growth by many carriers have all
contributed to a decline in the market value of used tractors. See "Factors that
May Affect Future Results - Revenue Equipment" and "Recently Issued Accounting
Standards - SFAS No. 144".
Other expenses for 2002 decreased approximately $0.3 million, or 17.2%, to $1.6
million in 2002 from $1.9 million in 2001. Other expenses include, but are not
limited to, consulting fees, legal fees, advertising costs, bank charges, rent
and bad debts. During 2001, the Boyd division recognized an additional charge of
approximately $0.4 million in bad debts due to certain of its customers filing
for bankruptcy. Such events were not prevalent during 2002. Interest expense
(net of interest income) decreased $0.8 million, or 31.2%, to $1.8 million from
$2.6 million in 2001. Interest expense decreased due to a decrease in the LIBOR
rate, which is the interest rate charged on a large majority of the Company's
debt. The Company also reduced debt levels by $5.6 million, which contributed to
the reduction in interest expense.
The effective tax rates for 2002 and 2001 are different from the U.S. federal
statutory rate due to the permanent non-deductibility of certain expenses for
tax purposes, including goodwill amortization in 2001. See Note 6 to the
consolidated financial statements for further discussion of income tax items.
As a result of the foregoing, the Company's net income in 2002 increased
approximately $0.9 million, to $0.5 million compared to a $0.4 million net loss
in 2001.
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000:
The following tables set forth, by segment, the percentage relationship of
expense items to operating revenues and certain other operating statistics for
the periods indicated:
COMPANY BOYD WTI
-------------------- --------------------- -------------------
YEARS ENDED DECEMBER 31,
2001 2000 2001 2000 2001 2000
---- ---- ---- ---- ---- ----
Operating revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses
Salaries, wages, and employee
benefits 31.0 29.8 34.1 34.2 14.0 11.3
Cost of independent contractors 24.9 26.7 17.8 16.8 64.1 68.3
Operating supplies 23.7 23.0 25.9 26.6 11.1 7.8
Taxes and licenses 1.8 2.2 1.9 2.2 1.2 2.3
Insurance and claims 5.1 5.4 5.1 5.1 5.0 6.2
Communications and utilities 1.1 1.2 1.1 1.1 1.1 1.2
Depreciation and amortization 9.6 8.8 10.2 9.9 6.6 4.4
Gain on disposition of property
and equipment, net (0.4) (0.8) (0.5) (0.8) 0.0 (1.0)
Other 1.5 1.5 1.3 1.0 2.7 3.9
------- ----- ----- ----- ----- -----
Total operating expenses 98.3 97.8 96.9 96.1 105.8 104.4
------- ----- ----- ----- ----- -----
Operating income 1.7 2.2 3.1 3.9 (5.8) (4.4)
Interest expense, net (2.0) (3.0) (2.2) (3.5) (1.0) (1.2)
Other income -- -- -- -- -- --
------- ----- ----- ----- ----- -----
Income (loss) before income taxes (0.3) (0.8) 0.9 0.4 (6.8) (5.6)
Income taxes (benefit) (0.0) (0.0) 0.4 0.3 (2.1) (1.4)
------- ----- ----- ----- ----- -----
Net income (loss) (0.3)% (0.8)% 0.5% 0.1% (4.7)% (4.2)%
======= ===== ===== ===== ===== =====
COMPANY BOYD WTI
-------------------- --------------------- --------------------
YEARS ENDED DECEMBER 31,
2001 2000 2001 2000 2001 2000
---- ---- ---- ---- ---- ----
Company operated tractors 610 686 570 656 40 30
Owner-operated tractors 362 331 190 111 172 220
------- ------- ------- ------- ------- -------
Total tractors 972 1,017 760 767 212 250
Total trailers 1,395 1,398 1,099 1,104 296 294
Average length of haul in miles (1) 688 661 749 737 380 347
Average number of tractor loads per
week (2) 2,872 3,145 2,290 2,294 672 851
Average revenues per total mile (3) $ 1.20 $ 1.20 $ 1.17 $ 1.18 $ 1.17 $ 1.23
(1) The average length of haul in miles is calculated by dividing the total
line-haul miles, for the year by the total number of loads for the year.
(2) The average number of tractor loads per week is calculated by dividing the
total number of loads for the year by the number of work weeks in the year.
(3) The average revenue per total mile is calculated by dividing the total
line-haul revenue for the year by the total line-haul miles driven.
Operating revenues for 2001 decreased $4.0 million, or 3.0%, to $127.6 million
compared to $131.6 million for 2000. The average loads shipped per week for 2001
decreased 273 loads, or 9.0%, to 2,872 compared to 3,145 in 2000. Freight demand
during 2001, primarily in the first six months, was soft due to a weaker U.S.
economy as compared to 2000. Steel comprised 42% of the Company's freight that
was shipped in both 2001 and 2000, during which time the U.S. steel industry was
severely impacted by the sluggish economy.
Salaries, wages and employee benefits for 2001 increased $0.3 million, or 0.8%,
to $39.6 million compared to $39.3 million in 2000. Salaries increased at Boyd
due to an increase in the number of non-driver associates, primarily in the
logistics and health claims department. Workers' compensation and health
insurance expense increased due to rising medical costs and to the Company's
change to becoming self-insured for workers' compensation as of July 1, 2001.
The market for attracting experienced drivers improved during 2001; however, the
Company anticipates the competition for qualified drivers will continue to be
intense, and cannot predict whether it will experience shortages
in the future. If such a shortage was to occur and increases in driver pay rates
become necessary to attract and retain drivers, the Company's results of
operations would be negatively impacted to the extent that the corresponding
freight increases are not obtained.
Cost of independent contractors (owner-operators) for 2001 decreased $3.4
million, or 9.6%, to $31.8 million from $35.2 million in 2000. Independent
contractors are owner-operators that either supply their own tractor or
lease-purchase one from the Company. Owner-operators are responsible for their
operating expenses including fuel, supplies and maintenance, and fuel taxes. As
of December 31, 2001, Boyd had an owner-operator fleet of 190 operators compared
to 111 operators as of December 31, 2000. The increase in the number of
owner-operators at Boyd occurred during the last five months of the year. WTI
had 172 owner-operators as of December 31, 2001 compared to 220 operators in
2000. The decrease was primarily attributable to owner-operators leaving the
industry altogether and, to a lesser extent, WTI closing its specialized freight
business during 2000. During the fourth quarter of 2001, WTI increased reserves
on its receivables associated with owner-operator leases in the amount of $0.3
million. The retention of independent contractors could remain difficult in the
foreseeable future due to the uncertainty of global fuel prices and continuing
weaknesses in certain sectors of the U.S. economy.
Operating supplies expense for 2001 decreased $0.1 million, or 0.3%, to $30.2
million compared with $30.3 million for 2000. The slight decrease in operating
supplies is partly due to a $0.8 million or 4.2% decrease in fuel costs from
$19.1 million in 2000 to $18.3 million in 2001. This was offset by an increase
in maintenance expense attributable to the Company's fleet aging and requiring
more repairs. The average age of the Company's fleet at December 31, 2001 was
27.1 months compared to 16.3 months in 2000. Shortage of fuel, increases in fuel
prices, or rationing of petroleum products can have materially adverse effects
on the operations and profitability of the Company. The Company is unable to
accurately predict whether fuel prices will decrease or will increase in the
future or to the extent to which fuel surcharges will be collected from
customers. As of December 31, 2001, the Company had no derivative financial
instruments to reduce its exposure to fuel price fluctuations.
Taxes and licenses expense for 2001 decreased $0.7 million, or 24.4%, to $2.2
million compared to $2.9 million in 2000. Taxes and licenses decreased due to
the decrease in the overall Company fleet, as well as a net increase in the
owner-operator fleet during the last quarter of the year. Taxes and licenses
also decreased due to cost savings initiatives implemented by the Company during
the end of 2000.
Insurance and claims expense for 2001 decreased $0.6 million, or 8.5%, to $6.4
million compared to $7.0 million in 2000. The decrease was primarily due to a
decrease in accident claims and insurance rates. Insurance rates were reduced as
the Company increased their retention rate per accident occurrence during 2001.
Communications and utilities expense for 2001 decreased $0.1 million, or 9.8%,
to $1.4 million from $1.5 million in 2000. The decrease was primarily due to an
increase in the overall owner-operator fleet, which has resulted in an increase
in the fees the Company charges for the use of the Company's satellite units.
Also, the Company changed to a lower rate long-distance service provider in
2001. The Company continually monitors monthly usage and costs and makes changes
accordingly.
Depreciation and amortization expense for 2001 increased $0.7 million, or 5.8%,
to $12.3 million from $11.6 million in 2000. During the first quarter of 2001,
Boyd placed into service the new $5.0 million Birmingham, Alabama terminal.
During the fourth quarter of 2001, WTI reduced the carrying value of certain
revenue equipment by $0.4 million due to expected reductions in trade-in values.
Gain on disposition of property and equipment decreased $0.6 million or 52.8%,
to $0.5 million from $1.1 million. The Company traded fewer units during 2001
and the trade values were depressed during the year. Record levels of tractors
manufactured during 1999 and 2000, an increased supply of used tractors caused
in part by trucking company business failures, and slower fleet growth by many
carriers have all contributed to a decline in the market value of used tractors.
Other expenses for 2001 decreased approximately $0.1 million, or 2.9%, to $1.9
million in 2001 from $2.0 million in 2000. Other expenses include, but are not
limited to, consulting fees, legal fees, advertising costs, bank charges, rent
and bad debts. During the second half of 2001, the Company experienced an
increase in bad debt write-offs. Due to the difficult economic conditions facing
the steel industry in particular, additional bad debt reserves may be required
if industry conditions continue to deteriorate. Rent expense decreased due to
the Company's cancellation of leases on trailers.
Interest expense (net of interest income) decreased $1.2 million, or 31.5%, to
$2.6 million from $3.8 million in 2000. Interest expense decreased due to an
approximate 400 basis points decrease in the LIBOR rate, which is the interest
rate charged on a large majority of the Company's debt. The Company also reduced
debt levels, which contributed to the reduction in interest expense.
The effective tax rates for 2001 and 2000 are different from the federal
statutory rate due to the permanent non-deductibility for tax purposes of
goodwill amortization and other expenses.
As a result of the foregoing, the Company's net loss in 2001 decreased
approximately $0.6 million, or 58.3%, to $(0.4) million compared to $(1.0)
million in 2000.
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,
and the payment of current debt maturities. Historically, the Company's primary
sources of cash have been continuing operations, bank borrowings and, in the
last two years, dealer financings. The following table summarizes cash flows for
the periods indicated:
2002 2001 2000
---- ---- ----
Operating activities $ 12,264,939 $ 13,418,514 $ 10,108,834
Investing activities (3,913,078) 1,969,285 (6,578,204)
Financing activities (10,280,802) (14,439,625) (3,264,175)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash flow from operations decreased by $1.2 million, or 8.6%, from 2001 to 2002,
and increased by $3.3 million, or 32.7%, from 2000 to 2001. Net income (loss)
adjusted for non-cash income and expense items provided cash of $7.3 million,
$11.5 million and $11.5 million for 2002, 2001 and 2000, respectively. Non-cash
income and expense items include depreciation and amortization, provisions for
bad debt losses, gains on disposals of property and equipment, income related to
owner operator sales-type leases, and deferred income taxes. Working capital
items provided cash of $5.0 million and $1.9 million in 2002 and 2001,
respectively, and used cash of $1.3 million in 2000. The cash flow from
operations enabled the Company to repay current maturities of debt and make
capital expenditures as discussed below.
The decrease in net income (loss) adjusted for non-cash items from 2001 to 2002
of $4.2 million, or 36.7%, was due to increased income related to
owner-operators ($1.9 million), lower deferred tax liabilities ($2.6 million)
and lower bad debt provision in 2002 as compared to 2001, offset somewhat by a
$0.9 million increase in net income. Income from owner-operators was higher in
2002 due to a 9.1% increase in the number of drivers compared to 2001. Deferred
tax liabilities decreased due primarily to increased insurance claims which are
not deductible for tax purposes until paid, and higher gains recognized on
disposals of property and equipment for tax purposes compared to financial
reporting purposes. Bad debt provisions decreased from $625,000 in 2001 to
$79,000 in 2002 as the Company had less exposure to customer bankruptcies in
2002.
The increase in cash provided by working capital items from 2001 to 2002 of $3.1
million, or 158.6%, was due to increased accident claims accruals and other
accrued liabilities of $3.5 million and a decrease in accounts receivable of
$1.3 million, offset by a decrease in accounts payable of $1.0 million. The
increase in accident claims and other accrued liabilities was attributable to an
increase in self-insurance claims and multiple accidents involving Company
drivers in 2002. The Company became self-insured for workers' compensation as of
July 1, 2001 and, thus, during 2001 the Company was self-insured for only six
months versus the entire year for 2002. Rising medical and insurance costs have
increased the amounts necessary for accrual. Included in these accruals are
amounts estimated by management that are necessary to account for the Company's
exposure to claims incurred in 2002. The decrease in accounts receivable is
attributable to improved collection efforts as well as reduced Company exposure
to customer bankruptcies in 2002 as compared to 2001. These bankruptcies were
occurring primarily in the steel industry.
In 2001, the increase in cash proceeds from operating activities was due to
improved operating results over 2000, income tax refunds of $1.6 million and an
increase of $0.8 million in trade payables. Trade payables increased due in part
to required increases in maintenance supplies at the new Birmingham, Alabama
terminal.
The decrease in cash generated by operations in 2000 was driven by the decrease
in accrued liabilities and other current liabilities and also the decrease in
accounts payable. These amounts were somewhat offset by the increase in other
current assets and also the increase in accounts receivable. The increase in
accounts receivable was related to increases in load volume and not due to
inefficiency in collecting.
CASH FLOWS FROM INVESTING ACTIVITIES
The growth of the Company's business and maintenance of its modern fleet has
required significant investments in new tractors and trailers, which has been
financed largely through long-term debt, including dealer-financed purchases of
revenue equipment in the past two years. Historically, the Company financed its
major capital equipment purchases consisting primarily of revenue equipment and,
to a lesser extent, construction of terminals, through bank financings.
In 2002, the Company invested $8.0 million in cash for revenue equipment and
other property and equipment. As the Company began financing with dealers in
2001, the proceeds from disposals began decreasing as the Company began trading
in more tractors to the dealers rather than selling them for cash. Dealer
financed purchases in 2002 amounted to $4.5 million. Also, as the number of
owner-operators increased in 2002, the payments received on sales-type leases
increased. During 2002, the Company's fleet was 39% owner-operators compared to
32% in 2001. Thus, owner-operator payments to the Company increased from $2.3
million in 2001 to $3.6 million in 2002.
During 2001, the Company acquired $5.5 million in revenue equipment financed
through the manufacturer's financing company rather than the Company securing
the financing through one of its existing lenders. There were no such dealer
financings in 2000. All other equipment purchases consisting of service
vehicles, computer and office equipment are purchased through cash flow from
operations. The amount of revenue equipment purchased decreased in 2001 compared
to 2000 due to the Company increasing the length of its trade cycle from 42
months to 45 months.
CASH FLOWS FROM FINANCING ACTIVITIES
During 2002, the Company paid $15.4 million towards the reduction of its
long-term debt. At December 31, 2002, the Company had debt (including current
maturities) of $33.6 million. New debt was incurred primarily to purchase
revenue equipment. Revenue equipment was also acquired through dealer financing
rather than securing additional financing through existing lenders. These
financing activities supported the Company's investing activities.
During 2001, the Company paid $13.1 million towards the reduction of its
long-term debt. At December 31, 2001, the Company had debt (including current
maturities) of $39.2 million, which was primarily incurred to purchase revenue
equipment and to construct the terminal located in Birmingham, Alabama. The
Company purchased in negotiated transactions 223,239 and 126,000 shares of
common stock from the former vice-chairman of the Company and the CEO of WTI
during 2001 and 2000, respectively, at a price per share of $6.50. The Company
funded these purchases using working capital.
Pursuant to the Company's stock repurchase program, the Company purchased 6,500,
244,463 and 370,463 shares of the Company's common stock in open market or
negotiated transactions during 2002, 2001 and 2000, respectively, for aggregate
purchase prices of $42,250, $1,521,056 and $2,248,941, respectively. From time
to time, the Company has repurchased, and may continue to repurchase, shares of
its common stock. The timing and amount of such purchases depends on the market
and other factors. The Company's board of directors has authorized the
repurchase of up to 600,000 shares, excluding 822,739 shares related to various
executives. As of December 31, 2002, the Company had purchased 561,405 shares
pursuant to this authorization and has 38,595 shares remaining available for
repurchase.
ANTICIPATED SOURCES AND USES OF FUNDS
The Company's bank debt relates largely to its revenue equipment, although a
portion was incurred for the construction of the terminal in Birmingham,
Alabama. The construction loan was converted to a term loan in January 2001. The
Company's bank debt bears interest ranging from LIBOR plus 1.25% to LIBOR plus
2.50%, all payable in monthly installments and with maturities through July
2009. The bank debt is collateralized by revenue equipment and the real property
related to the Birmingham terminal. The Company has dealer-financed debt
collateralized by revenue equipment with fixed rates ranging from 5.60% to
5.75%. The Company also has a line of credit totaling $2.5 million, bearing
interest at the bank's prime rate (4.25% at December 31, 2002) minus 0.25%.
Accounts receivable and other working capital assets collateralize the line of
credit. As of December 31, 2002, the Company had letter of credit commitments of
$2.5 million against this line of credit with no outstanding borrowings or
availability at year-end.
The Company anticipates generating sufficient cash from operations in 2003 to
cover planned capital expenditures and servicing current maturities of long-term
debt. The Company anticipates purchasing 92 new tractors and trading or selling
82 used tractors in 2003 at a net cost of approximately $5.7 million.
Historically, the Company has relied on cash generated from operations to fund
its working capital requirements. Over the long term, the Company will continue
to have significant capital needs that may require it to seek additional
borrowings or equity capital. The availability of debt financing or equity
capital will depend on prevailing market conditions, the market price of its
common stock, and other factors over which the Company has no control, as well
as the Company's financial condition and results of operations.
The Company's loan agreements with its major lenders require the Company, among
other things, to maintain a tangible net worth, as defined in the agreements,
and to maintain certain financial ratios. In February 2003, the Company received
waivers executed by two of its lenders due to non-compliance with its debt
service coverage ratio and for exceeding annual capital expenditure limits. The
Company is currently negotiating with its lenders to adjust certain covenant
requirements including its debt service coverage ratio. Management anticipates
the Company will be in compliance with these covenants in 2003. While management
believes that the Company's relationships with its lenders are good, there is no
absolute assurance that the Company will be able to comply with its covenants in
the future. If the Company is unable to comply with its covenants in the future,
there can be no assurance that the Company's lenders will provide additional
waivers with respect to any such noncompliance.
The following tables set forth information regarding the Company's contractual
obligations and commercial commitments in thousands of dollars. These
disclosures are also included in the Notes to the Consolidated Financial
Statements and such Notes are cross-referenced in the tables below.
CONTRACTUAL OBLIGATIONS (in thousands)
YEARS FOOTNOTE
----------------------------------------------------------------------------------------
TOTAL 1 2 3 4 5 >5 REF.
------- ------ ----- ----- ----- ----- ----- -----
Long-term debt $33,625 $14,489 $7,556 $4,046 $5,868 $1,178 $ 487 3
Operating leases 154 126 28 -- -- -- -- 2
------- ------- ------ ------ ------ ------ ------ ---
Total contractual obligations $33,779 $14,615 $7,581 $4,046 $5,868 $1,178 $ 487
======= ======= ====== ====== ====== ====== ======
The Company has decreased its operating lease commitments through increased
Company-owned facilities and revenue equipment. Primarily all of the Company's
operating lease commitments in effect at December 31, 2002 are on a
month-to-month basis.
The Company entered into a consulting agreement with its Chairman Emeritus,
Dempsey Boyd, effective January 1, 2002 through December 31, 2003. Mr. Boyd will
be paid $145,000 in 2003 under this consulting agreement.
OTHER CONTRACTUAL OBLIGATIONS (in thousands)
YEARS FOOTNOTE
-----------------------------------------------------------------------------------------
TOTAL 1 2 3 4 5 >5 REF.
------- ------ ----- ---- ----- ------ ----- ------
Unused lines of credit $ 2,500 $ 2,500 -- -- -- -- -- 3
Letters of credit 6,300 6,300 -- -- -- -- -- 4
------- ------- ------ ------ ------ ------ ------ ---
Total contractual obligations $ 8,800 $ 8,800 -- -- -- -- --
======= ======= ====== ====== ====== ====== ======
As of December 31, 2002, the Company had letter of credit commitments of
approximately $2.5 million against the line of credit and no outstanding
borrowings against it.
With the Company's improving financial performance, the Company expects it could
obtain additional financing, if necessary, with favorable terms. The letters of
credit are primarily required by insurance providers.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's future results may be affected by a number of factors over which
the Company has little or no control. Fuel prices, insurance and claims costs,
liability claims, interest rates, the availability of qualified drivers,
fluctuations in the resale value of revenue equipment, economic and customer
business cycles, and shipping demands are economic factors over which the
Company has little or no control. Significant increases or rapid fluctuations in
fuel prices, interest rates, insurance costs or liability claims, to the extent
not offset by increases in freight rates, and the resale value of revenue
equipment could result in Company losses. Weakness in the general economy,
including a weakness in consumer demand for goods and services, could adversely
affect customers and result in customers reducing their demand for
transportation services, which, in turn, could adversely affect the Company's
growth
and revenues. Weakness in customer demand for the Company's services or in
the general rate environment also may restrain the Company's ability to increase
rates or obtain fuel surcharges.
The following issues and uncertainties, among other things, should be considered
in evaluating the Company's growth outlook:
FUEL PRICE TREND
Many of the Company's operating expenses, including fuel costs and fuel taxes,
are sensitive to the effects of inflation, which could result in higher
operating costs. During 2002, 2001, and 2000, the Company experienced
fluctuations in fuel costs as a result of conditions in the petroleum industry.
The Company also has periodically experienced some wage increases for drivers.
Increases in fuel costs and driver compensation are expected to continue during
2003 and may affect operating income, unless the Company is able to pass those
increased costs to customers through rate increases and fuel surcharges. The
Company has initiated a program to obtain rate increases and fuel surcharges
from customers in order to cover increased costs due to these increases in fuel
prices, driver compensation, and other expenses and has been successful in
implementing some fuel surcharges and certain rate increases. Competitive
conditions in the transportation industry, including lower demand for
transportation services, could limit the Company's ability to obtain rate
increases or fuel surcharges in the future. As of December 31, 2002, the Company
had no derivative financial instruments to reduce its exposure to fuel price
fluctuations. The motor carrier industry depends upon the availability of diesel
fuel. Fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect, the financial condition and
results of operations of the Company. Fuel prices have fluctuated greatly, and
fuel taxes have generally increased in recent years. The tensions in the Middle
East, as well as reduced fuel supplies from Venezuela, have caused an increase
in oil and fuel prices during the first quarter of 2003. The Company has not
experienced difficulty in maintaining necessary fuel supplies and, in the past,
the Company generally has been able to partially offset significant increases in
fuel costs and fuel taxes through increased freight rates and through a fuel
surcharge which increases incrementally as the price of fuel increases. However,
there can be no assurance that the Company will be able to recover any future
increases in fuel costs and fuel taxes through increased rates. If fuel prices
continue to increase or are sustained at these higher levels for a continuing
period of time, the higher fuel costs may have a materially adverse effect on
the financial condition and business operations of the Company. Additionally,
the increased fuel costs may continue to have a materially adverse effect on the
Company's efforts to attract and retain owner-operators, expand its pool of
available trucks, and diversify its operations.
INSURANCE
The Company's future insurance and claims expenses could exceed historical
levels, which could have a material adverse effect on earnings. The Company
currently self-insures for a portion of the claims exposure resulting from cargo
loss, personal injury, and property damage, combined up to $750,000 per
occurrence, effective July 1, 2002. In addition, costs above the $750,000
self-insured amount, up to the Company's coverage amount of two million dollars,
will be shared by the Company at a rate of fifty percent. Costs and claims in
excess of the Company's coverage amount of two million dollars will be borne
solely by the Company. Also, effective July 1, 2002, the workers' compensation
self-insurance level increased to a maximum of $500,000, and the health
insurance self-insurance level is $175,000 per person per year. If the number or
dollar amount of claims for which the Company is self-insured increases,
operating results could be adversely affected.
The Company was involved in two accidents in the first quarter and two accidents
in the third quarter of 2002 that resulted in third party fatalities. The
Company was involved in another accident resulting in a fatality during the
first quarter of 2003. During the first quarter of 2002, the self-insured amount
for cargo loss, personal injury, and property damage, combined was $500,000 per
occurrence, which would be the amount applicable to the two accidents during the
first quarter of 2002. The self-insured amount for the two accidents in the
third quarter of 2002 and the accident in the first quarter of 2003 was
$750,000. Each of these accidents, taken separately, has the potential to cause
the Company to reach its total per occurrence retention amount for insurance
purposes. To date, four lawsuits have been filed against the Company with
respect to these accidents. If the Company is ultimately found to have some
liability for one or more of these accidents, the Company believes that its
operating cash flows and, if needed, additional bank financing would be
sufficient to cover any amounts payable. Also, the Company maintains insurance
coverage of up to two million dollars with licensed insurance companies above
the amounts for which the Company is self-insured. As discussed above, effective
July 1, 2002, the Company shares fifty percent of claims amounts within its two
million dollars of insurance coverage. The terrorist attacks in the United
States on September 11, 2001, and subsequent events, have resulted in additional
increases in the Company's insurance expenses. If these expenses continue to
increase, and the Company is unable to offset the increase with higher freight
rates, the Company's earnings could be adversely affected.
REVENUE EQUIPMENT
The Company's growth has been made possible through the addition of new revenue
equipment. Difficulty in financing or obtaining new revenue equipment (for
example, delivery delays from manufacturers or the unavailability of independent
contractors) could have an adverse effect on the Company's operations and
financial condition.
In the past the Company has acquired new tractors and trailers at favorable
prices and has entered into agreements with the manufacturers to repurchase the
tractors from the Company at agreed prices. Current developments in the
secondary tractor and trailer resale market have resulted in a large supply of
used tractors and trailers on the market. This has depressed the market value of
used equipment to levels significantly below the prices at which the
manufacturers have agreed to repurchase the equipment. Accordingly, some
manufacturers may refuse or be financially unable to keep their commitments to
repurchase equipment according to their repurchase agreement terms.
BUSINESS UNCERTAINTIES
The Company has experienced significant growth in revenue since the initial
public offering of the Company's stock in May 1994. There can be no assurance
that the Company's business will continue to grow in a similar fashion in the
future or that the Company can effectively adapt its management, administrative,
and operational systems to respond to any future growth. Further, there can be
no assurance that the Company's operating margins will not be adversely affected
by future changes in and expansion of the Company's business or by changes in
economic conditions.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 141, "Business Combinations," and SFAS No.142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS No.142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually.
The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly,
ceased amortization of goodwill at that time. Goodwill amortization expense of
$223,800 was included in the consolidated financial statements for the years
ended December 31, 2001 and 2000. Had goodwill amortization expense not been
recognized in those years, loss per share would have decreased from $(0.14) per
share to $(0.07) per share for the year ended December 31, 2001 and from $(0.32)
per share to $(0.24) per share for the year ended December 31, 2000. See Note 1
to the consolidated financial statements for further discussion of SFAS No. 142.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
associated retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company anticipates the adoption of this
statement will not have a material impact on its consolidated financial position
and results of operations.
In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Asset" ("SFAS No.
144"). SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets and new standards for reporting discontinued
operations. SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The
provisions of SFAS No. 144 are effective in fiscal years beginning after
December 15, 2001 and, in general, are to be applied prospectively. The Company
adopted SFAS No. 144 effective January 1, 2002 and such adoption did not have a
material impact on the Company's consolidated financial position and results of
operations.
In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
No. 146"). SFAS No. 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The adoption of SFAS No. 146 is not expected to have a material impact on the
Company's financial position or results of operations.
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure"
("SFAS No. 148"). SFAS No. 148 amends Statement No. 123, Accounting for
Stock-Based Compensation ("SFAS No. 123"), to provide alternative methods for
voluntary transition to SFAS No. 123's fair value method of accounting for
stock-based employee compensation ("the fair value method"). SFAS No. 148 also
requires disclosure of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income (loss) and earnings
(loss) per share in annual and interim financials statements. The transition
provisions of SFAS No. 148 are effective in fiscal years beginning after
December 15, 2002. The Company is currently evaluating the transition provisions
of SFAS No. 148 but expects that it will not have a material adverse impact on
the Company's consolidated financial position and results of operations upon
adoption since the Company has not adopted the fair value method. The Company
adopted the required disclosure provisions of SFAS No. 148, see Note 1 to the
Consolidated Financial Statements included in Item 8 of this report.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others." FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002; while the provisions of the disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002. The Company adopted the disclosure provisions of
FIN 45 during the fourth quarter of fiscal 2002 and such adoption did not have a
material impact on the Company's consolidated financial statements. The Company
is currently evaluating the recognition provisions of FIN 45 but expects that it
will not have a material adverse impact on the Company's consolidated results of
operations or financial position upon adoption.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires certain
variable interest entities to be consolidated by the primary beneficiary of the
entity if the investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. Since the Company currently has
identified no variable interest entities, management expects that the adoption
of the provisions of FIN 46 will not have a material impact on the Company's
consolidated results of operations or financial position.
There were no other recently issued accounting pronouncements with delayed
effective dates that would currently have a material impact on the Company's
consolidated financial position and results of operations.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 2001
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 292,514 $ 2,221,455
Short-term investments 288,000 278,000
Accounts receivable, less allowance for doubtful
accounts of $341,338 (2002) and $318,981 (2001):
Trade and interline 9,083,921 10,055,894
Other 542,963 956,576
Income tax receivable -- 339,220
Current portion of net investment in sales-type leases 1,427,617 1,200,175
Parts and supplies inventory 521,201 497,637
Prepaid licenses and permits 547,460 946,054
Other prepaid expenses 965,995 1,309,670
Deferred income taxes 2,378,688 1,497,047
------------ ------------
Total current assets 16,048,359 19,301,728
------------ ------------
PROPERTY AND EQUIPMENT:
Land and land improvements 2,948,297 2,800,523
Buildings 7,804,015 7,635,280
Revenue equipment 64,644,891 70,927,529
Other equipment 12,466,476 12,090,626
Leasehold improvements 386,384 384,884
------------ ------------
Total 88,250,063 93,838,842
Less accumulated depreciation and amortization 33,525,571 35,325,568
------------ ------------
Property and equipment, net 54,724,492 58,513,274
------------ ------------
OTHER ASSETS:
Net investment in sales-type leases 6,706,848 3,850,821
Goodwill, net of accumulated amortization of $912,077 3,452,446 3,452,446
Revenue equipment held for lease 310,405 500,125
Deposits and other assets 339,531 465,112
------------ ------------
Total other assets 10,809,230 8,268,504
------------ ------------
TOTAL $ 81,582,081 $ 86,083,506
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade and interline $ 2,375,475 $ 3,339,973
Line of credit -- 210,540
Income taxes payable 1,424,791 --
Accrued liabilities:
Self-insurance claims 4,537,857 2,820,773
Salaries and wages 447,911 485,599
Other 1,324,364 953,694
Current maturities of long-term debt 14,488,695 13,580,359
------------ ------------
Total current liabilities 24,599,093 21,390,938
LONG-TERM DEBT 19,135,870 25,606,297
DEFERRED INCOME TAXES 12,122,259 13,798,144
------------ ------------
Total liabilities 55,857,222 60,795,379
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 4)
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; 4,069,640 shares issued and outstanding 4,070 4,070
Additional paid-in capital 16,884,622 16,884,622
Retained earnings 18,474,441 18,008,625
Treasury stock, at cost; 1,359,684 shares (2002)
and 1,355,041 shares (2001) (9,638,274) (9,609,190)
------------ ------------
Total stockholders' equity 25,724,859 25,288,127
------------ ------------
TOTAL $ 81,582,081 $ 86,083,506
============ ============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 2001 2000
---- ---- ----
OPERATING REVENUES $ 127,792,396 $ 127,559,594 $ 131,629,805
------------- ------------- -------------
OPERATING EXPENSES
Salaries, wages and employee benefits 36,960,066 39,560,825 39,262,650
Cost of independent contractors 38,967,610 31,779,119 35,172,619
Operating supplies 25,965,633 30,216,514 30,308,598
Operating taxes and licenses 2,599,431 2,241,198 2,965,480
Insurance and claims 6,534,920 6,457,919 7,060,347
Communications and utilities 1,275,475 1,370,598 1,520,342
Depreciation and amortization 11,604,696 12,289,710 11,611,081
Gain on disposal of property and equipment, net (468,321) (525,808) (1,113,574)
Other 1,614,719 1,950,109 2,008,131
------------- ------------- -------------
Total operating expenses 125,054,229 125,340,184 128,795,674
------------- ------------- -------------
OPERATING INCOME 2,738,167 2,219,410 2,834,131
------------- ------------- -------------
OTHER (EXPENSE) INCOME:
Interest expense (1,752,390) (2,684,429) (3,904,241)
Other (expense) income (51,196) 63,357 80,338
------------- ------------- -------------
Other expense, net (1,803,586) (2,621,072) (3,823,903)
------------- ------------- -------------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
FOR INCOME TAXES 934,581 (401,662) (989,772)
PROVISION (BENEFIT) FOR INCOME TAXES 460,149 5,038 (15,318)
------------- ------------- -------------
NET INCOME (LOSS) $ 474,432 $ (406,700) $ (974,454)
============= ============= =============
BASIC NET INCOME (LOSS) PER SHARE $ 0.18 $ (0.14) $ (0.32)
============= ============= =============
DILUTED NET INCOME (LOSS) PER SHARE $ 0.17 $ (0.14) $ (0.32)
============= ============= =============
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING 2,709,333 2,829,614 3,090,292
============= ============= =============
DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 2,788,234 2,829,614 3,090,292
============= ============= =============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED ADDITIONAL
DECEMBER 31, COMMON PAID-IN RETAINED TREASURY
2002, 2001 AND 2000 STOCK CAPITAL EARNINGS STOCK TOTAL
----- ------- -------- ----- -----
Balance, January 1, 2000 $4,070 $16,864,622 $ 19,438,142 $(5,913,543) $ 30,393,291
Sale of common stock
under employee stock
purchase plan -- -- (11,999) 24,525 12,526
Purchase of treasury stock -- -- -- (2,248,941) (2,248,941)
Net loss -- -- (974,454) -- (974,454)
------ ----------- ------------ ----------- ------------
Balance, December 31, 2000 4,070 16,864,622 18,451,689 (8,137,959) 27,182,422
Sale of common stock
under employee stock
purchase plan -- -- (36,364) 49,825 13,461
Capital contribution -- 20,000 -- -- 20,000
Purchase of treasury stock -- -- -- (1,521,056) (1,521,056)
Net loss -- -- (406,700) -- (406,700)
------ ----------- ------------ ----------- ------------
Balance, December 31, 2001 4,070 16,884,622 18,008,625 (9,609,190) 25,288,127
SALE OF COMMON STOCK
UNDER EMPLOYEE STOCK
PURCHASE PLAN -- -- (8,616) 13,166 4,550
PURCHASE OF TREASURY STOCK -- -- -- (42,250) (42,250)
NET INCOME -- -- 474,432 -- 474,432
------ ----------- ------------ ----------- ------------
BALANCE, DECEMBER 31, 2002 $4,070 $16,884,622 $ 18,474,441 $(9,638,274) $ 25,724,859
====== =========== ============ =========== ============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002 2001 2000
---- ---- ----
OPERATING ACTIVITIES:
Net income (loss) $ 474,432 $ (406,700) $ (974,454)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 11,604,696 12,289,710 11,611,081
Provision for bad debts 78,565 625,000 84,000
Gain on disposal of property and equipment, net (468,321) (525,808) (1,113,574)
Net effect of sales-type leases on cost of independent
contractors (1,857,793) (526,707) 253,990
(Benefit from) provision for deferred income taxes (2,557,526) 33,357 1,590,614
Changes in assets and liabilities that provided (used) cash:
Accounts receivable 1,307,021 (40,159) 1,818,149
Other current assets 1,047,925 1,155,901 1,158,104
Deposits and other assets 125,581 (10,373) (16,367)
Accounts payable - trade and interline (964,498) 764,297 (1,436,371)
Accrued liabilities and other current liabilities 3,474,857 59,996 (2,866,338)
------------ ------------ ------------
Net cash provided by operating activities 12,264,939 13,418,514 10,108,834
------------ ------------ ------------
INVESTING ACTIVITIES:
Payments received on sales-type leases 3,622,436 2,288,643 3,407,859
Capital expenditures:
Revenue equipment (7,366,910) (1,642,936) (14,459,770)
Other property and equipment (602,969) (1,234,350) (1,617,129)
Proceeds from disposals of property and equipment 434,365 2,557,928 6,090,836
------------ ------------ ------------
Net cash (used in) provided by investing activities (3,913,078) 1,969,285 (6,578,204)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from sales of common stock 4,550 13,461 12,526
Proceeds from capital contribution -- 20,000 --
Purchase of treasury stock (42,250) (1,521,056) (2,248,941)
(Payments) proceeds on line of credit (210,540) (839,291) 1,049,831
Proceeds from long-term debt 5,333,183 1,012,949 9,949,052
Principal payments on long-term debt (15,365,745) (13,125,688) (12,026,643)
------------ ------------ ------------
Net cash used in financing activities (10,280,802) (14,439,625) (3,264,175)
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (1,928,941) 948,174 266,455
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR 2,221,455 1,273,281 1,006,826
------------ ------------ ------------
END OF YEAR $ 292,514 $ 2,221,455 $ 1,273,281
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid (received) during the year for:
Interest $ 1,752,390 $ 2,684,429 $ 3,904,593
============ ============ ============
Income taxes, net of refunds $ 1,252,497 $ (1,508,026) $ 1,138,562
============ ============ ============
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES
Net investment in sales-type leases $ (4,848,112) $ (1,065,389) $ (3,160,246)
============ ============ ============
Dealer financed purchases of revenue equipment $ 4,470,471 $ 5,545,820 $ --
============ ============ ============
See accompanying notes to consolidated financial statements.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS - Boyd Bros. Transportation Inc. and its subsidiary (the
"Company") are flatbed carriers, transporting a variety of products, primarily
steel and building materials. The Company has authority to operate throughout
the continental United States; however, its market generally encompasses the
eastern two-thirds of the United States. The Company is headquartered in
Clayton, Alabama and operates regional and satellite terminals in locations near
interstate highways or customer facilities.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, WTI Transport, Inc.
("WTI"). All significant intercompany items have been eliminated in
consolidation.
USE OF ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Estimates and assumptions are used when accounting
for, among other areas, depreciation, allowance for doubtful accounts, valuation
of long-lived tangible and intangible assets, accident claims and commitments
and contingencies.
REVENUE RECOGNITION - Operating revenue and related costs, including revenue and
costs related to the Company's brokerage services, are recognized upon delivery
of freight to customers provided that pervasive evidence of an arrangement
exists, the contract price is fixed and determinable, and collectibility of the
resulting receivables is probable.
Substantially all gains recognized on sales-type lease transactions are deferred
and amortized into income over the life of the lease, typically 36 - 42 months.
FUEL SURCHARGES - Prior to January 1, 2002, the Company recorded reimbursement
by its customers for fuel surcharges as a decrease to operating supplies. The
Company's results of operations for the fiscal years ended December 31, 2002,
2001 and 2000 have been reclassified for comparable purposes in accordance with
Emerging Issues Task Force release 01-14, "Income Statement Characterization of
Reimbursements Received for Out of Pocket Expenses Incurred". The effect of this
reclassification was to increase both operating revenues and operating supplies
expense by $1,538,028, $3,703,315 and $4,905,019 for fiscal years 2002, 2001 and
2000, respectively.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand, cash
on deposit, and highly liquid investments with maturity of three months or less
at purchase date.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Accounts receivable
are customer obligations due under normal trade terms. The Company sells its
services primarily to manufacturers and consumers of building materials and
related products. Senior management performs continuing credit evaluations of
its customers' financial condition and although the Company generally does not
require collateral, letters of credit may be required from its customers in
certain circumstances. The Company records an allowance for doubtful accounts
based on specifically identified amounts that senior management believes to be
uncollectible. The Company also records additional allowance based on certain
percentages of its aged receivables, which are determined based on historical
experience and the assessment of the general financial conditions affecting its
customer base. After all attempts to collect a receivable have failed, the
receivable is written off against the allowance. Based on the information
available to management, the Company believes its allowance for doubtful
accounts as of December 31, 2002 is adequate. However, actual write-offs might
exceed the recorded allowance.
SHORT-TERM INVESTMENTS - Short-term investments, which consist of certificates
of deposit with maturities of three to twelve months, are stated at cost, which
approximates market.
PROPERTY AND EQUIPMENT - Property and equipment are stated at the lower of fair
value or cost. Depreciation is computed using the straight-line method at rates
intended to distribute the cost of the assets over their estimated service lives
as follows:
Land improvements 15 years
Buildings 5-30 years
Revenue equipment 4-7 years
Other equipment 3-10 years
Leasehold improvements 3-20 years
Depreciation is computed using accelerated methods for income tax purposes.
Expenditures which significantly increase values or extend useful lives of
property and equipment are capitalized; whereas, those for normal maintenance
and repairs are expensed. Gains and losses on disposal of property and equipment
are reflected in operations in the period of disposal.
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," the Company periodically evaluates the carrying value of
long-lived assets to be held and used when events and circumstances warrant such
a review. The carrying value of long-lived assets is considered impaired when
the anticipated undiscounted cash flow from such assets is less than its
carrying value. In that event, a loss is recognized based on the amount by which
the carrying value exceeds the fair market value of the long-lived assets.
REVENUE EQUIPMENT HELD FOR LEASE - Revenue equipment held for lease and not in
use is stated at cost, less accumulated depreciation, which approximates net
realizable value. Depreciation expense is suspended while the asset is in
revenue equipment held for lease.
GOODWILL - In June 2001, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 141 requires the use of the purchase method
of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized finite-lived intangible assets, and
cease amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment
in accordance with the guidance in SFAS No. 142. This statement is required to
be applied in fiscal years beginning after December 15, 2001, to all goodwill
and other intangible assets recognized at that date, regardless of when those
assets were initially recognized. The Company has no intangible assets other
than goodwill. SFAS No. 142 requires the Company to complete a transitional
goodwill impairment test within six months from the date of adoption and
reassess the useful lives of other intangible assets within the first interim
quarter after adoption.
The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly,
ceased amortization of goodwill at that time. Goodwill amortization expense of
$223,800 was included in the consolidated financial statements for each of the
years ended December 31, 2001 and 2000. Had goodwill amortization expense not
been recognized in those years, loss per share would have decreased from $(0.14)
per share to $(0.07) per share for the year ended December 31, 2001 and from
$(0.32) per share to $(0.24) per share for the year ended December 31, 2000.
The following table presents the impact of SFAS No. 142 on operating income and
net loss, as if it had been in effect for the years ended December 31, 2001 and
2000.
2001 2000
---- ----
Operating income, as reported $ 2,219,410 $ 2,834,131
Add back: Goodwill amortization 223,800 223,800
------------ ------------
Adjusted operating income $ 2,443,210 $ 3,057,931
============ ============
Net loss, as reported $ (406,700) $ (974,454)
Add back: Goodwill amortization 223,800 223,800
Tax effect -- --
------------ ------------
Adjusted net loss $ (182,900) $ (750,654)
============ ============
As of June 30, 2002, the Company completed the first phase of transitional
testing for the potential impairment of goodwill relating to its WTI subsidiary.
This goodwill impairment test will be completed annually on October 1 unless
events or evidence exist that would significantly alter amounts used in the
annual calculation. The Company used a multiple of EBITDA (earnings before
interest, tax, depreciation and amortization expenses) in evaluating the fair
value of WTI. This was consistent with the valuation method used in calculating
the original purchase price of WTI in 1997. As a result of such testing, the
Company determined there was no impairment of goodwill that should be included
in the accompanying financial statements. At June 30, 2002, the net book value
recorded for goodwill was $3,452,446. No events have occurred since this
assessment to cause a significant change in the values used for computation.
Thus, another impairment test was not performed.
STOCK-BASED COMPENSATION PLANS - The Company adopted the disclosure provisions
of Statement of Financial Accounting Standards (SFAS or Statement) No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure", which
amends SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation, which
was originally provided under SFAS No. 123. The Statement also improves the
timeliness of disclosures by requiring the information be included in interim,
as well as annual, financial statements. The adoption of these disclosure
provisions did not have a material affect on the Company's 2002 consolidated
results of operations, financial position, or cash flows.
SFAS No. 123 encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company has
chosen to continue to account for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The option price of
all the Company's stock options is equal to the market value of the stock at the
grant date. As such, no compensation expense is recorded in the accompanying
consolidated financial statements.
Had compensation cost been determined based upon the fair value at the grant
date for awards under the stock option plan consistent with the methodology
prescribed under SFAS No. 123, the Company's pro forma net income (loss) and net
income (loss) per share would have differed from the amounts reported as
follows:
FOR THE YEARS ENDED DECEMBER 31, 2002 2001 2000
---- ---- ----
Net income (loss), as reported $ 474,432 $ (406,700) $ (974,454)
Stock-based employee compensation expense
determined under fair value basis, net of tax (388,892) (322,067) (532,539)
------------ ------------ -------------
Proforma net income (loss) $ 85,540 $ (728,767) $ (1,506,993)
============ ============ =============
Earnings per share:
Basic - as reported $ 0.18 $ (0.14) $ (0.32)
Basic - proforma $ 0.03 $ (0.26) $ (0.49)
Diluted - as reported $ 0.17 $ (0.14) $ (0.32)
Diluted - proforma $ 0.03 $ (0.26) $ (0.49)
The weighted-average fair value per share for options granted was $2.20 and
$1.98 for the years ended December 31, 2002 and 2001, respectively. No options
were granted in 2000. The fair value was estimated at the date of the grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions:
2002 2001 2000
---- ---- ----
Risk-free interest rate 4.6% 4.6% --
Dividend yield 0.0% 0.0% --
Expected volatility 104.4% 82.4% --
Weighted average expected life (in years) 6 6 --
INCOME TAXES - The Company accounts for income taxes under the asset and
liability method that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In estimating
future tax consequences, the Company generally considers all expected future
events other than possible enactments of changes in the tax laws or rates.
NET INCOME (LOSS) PER SHARE - In accordance with SFAS No. 128, "Earnings per
Share", the Company reports two separate net income (loss) per share numbers,
basic and diluted, for all periods presented. These per share amounts have been
computed using the weighted-average number of shares of common stock outstanding
during each period. Diluted earnings per share amounts are presented to include
the effect of potentially dilutive securities.
Options that could potentially dilute basic net income (loss) per share in the
future were not included in the computation of diluted net income (loss) per
share for the years ended December 31, 2001 and 2000, because to do so would
have been antidilutive. Antidilutive options were 85,200 and 408,300 for the
years ended December 31, 2001 and 2000, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of the Company's cash
equivalents, short-term investments, trade receivables, short-term lease
receivables, trade payables and accrued expenses approximates fair value because
of the short-term nature of these instruments. The fair value of long-term
sales-type lease receivables and long-term debt approximates its carrying value
and are estimated using a discounted cash flow analysis. Discounted cash flows
for long-term debt are based on borrowing rates currently available to the
Company for bank loans with similar terms and average maturities.
RECENT ACCOUNTING PRONOUNCEMENTS - In August 2001, the FASB issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002. The Company
anticipates the adoption of this statement will not have a material impact on
its consolidated financial position and results of operations.
In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Asset" ("SFAS No.
144"). SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets and new standards for reporting discontinued
operations. SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", and APB Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions". The provisions of SFAS No. 144 are effective
in fiscal years beginning after December 15, 2001 and, in general, are to be
applied prospectively. The Company adopted No. SFAS 144 effective December 31,
2001 and such adoption did not have a material impact on the Company's
consolidated financial position and results of operations.
In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
No. 146"). SFAS No. 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The adoption of SFAS No. 146 is not expected to have a material impact on the
Company's financial position or results of operations.
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure"
("SFAS No. 148"). SFAS No. 148 amends Statement No. 123, Accounting for
Stock-Based Compensation ("SFAS No. 123"), to provide alternative methods for
voluntary transition to SFAS No. 123's fair value method of accounting for
stock-based employee compensation ("the fair value method"). SFAS No. 148 also
requires disclosure of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income (loss) and earnings
(loss) per share in annual and interim financials statements. The transition
provisions of SFAS No. 148 are effective in fiscal years beginning after
December 15, 2002. The Company is currently evaluating the transition provisions
of SFAS No. 148 but expects that it will not have a material adverse impact on
the Company's consolidated financial position and results of operations upon
adoption since the Company has not adopted the fair value method. The Company
adopted the disclosure provisions of SFAS No. 148, which are included in
Note 1 - Stock-Based Compensation Plans herein.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others." FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002; while the provisions of the disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002. The Company adopted the disclosure provisions of
FIN 45 during the fourth quarter of fiscal 2002 and such adoption did not have a
material impact on the Company's consolidated financial statements. The Company
is currently evaluating the recognition provisions of FIN 45 but expects that it
will not have a material adverse impact on the Company's consolidated results of
operations or financial position upon adoption.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires certain
variable interest entities to be consolidated by the primary beneficiary of the
entity if the investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of when the
variable interest
entity was established. Since the Company currently has identified no variable
interest entities, management expects that the adoption of the provisions of FIN
46 will not have a material impact on the Company's consolidated results of
operations or financial position.
There were no other recently issued accounting pronouncements with delayed
effective dates that would currently have a material impact on the Company's
consolidated financial position and results of operations.
RECLASSIFICATIONS - Certain previously reported amounts have been reclassified
to conform to the current period presentation.
2. LEASES
LESSEE
OPERATING LEASES - The Company leases certain terminal buildings, land, and
equipment under agreements that expire at various dates through 2004. The lease
agreements generally include renewal options, and the Company is required to pay
taxes, insurance and normal maintenance for the facilities. Future minimum lease
payments under all operating leases are insignificant.
Total rental expense for all operating leases was $139,158, $170,741, and
$356,791, for the years ended December 31, 2002, 2001 and 2000, respectively.
LESSOR
SALES-TYPE LEASES - The Company leases revenue equipment to certain of its
owner-operators and accounts for these transactions as sales-type leases. These
receivables have terms of three and one-half to four years and are
collateralized by a security interest in the related revenue equipment. Certain
revenue equipment under these leases have a guaranteed residual value from the
vendor which will be redeemed by the Company at the end of the lease term.
The components of the net investment in sales-type leases at December 31, 2002
and 2001 are as follows:
2002 2001
---- ----
Minimum lease receivable $ 12,643,883 $ 7,929,530
Allowance for uncollectible receivables (2,141,106) (1,590,153)
------------- ------------
Net minimum lease receivable 10,502,777 6,339,377
Unearned interest income (2,368,312) (1,288,381)
------------- ------------
Net investment in sales-type leases 8,134,465 5,050,996
Less current portion (1,427,617) (1,200,175)
------------- ------------
Net amount due after one year $ 6,706,848 $ 3,850,821
============= ============
Future minimum lease rentals for sales-type leases are as follows:
YEAR
2003 $ 4,088,035
2004 3,359,738
2005 3,036,139
2006 2,159,971
--------------
Total $ 12,643,883
==============
Gains on disposition of revenue equipment leased to owner-operators, interest
income on these leases, and provisions for bad debts related to sales-type
leases are included as components of cost of independent contractors in the
accompanying consolidated statements of operations. The income from these items
totaled $1,857,793, $526,707, and $(253,990) for the years ended December 31,
2002, 2001, and 2000, respectively.
OPERATING LEASES - The Company leases revenue equipment to certain of its
owner-operators and accounts for these transactions as operating leases. These
leases have terms of three to three and one-half years. The revenue equipment
under these leases had a cost of $664,519 and $1,423,174, and accumulated
depreciation of $295,302 and $414,076 at December 31, 2002 and 2001,
respectively. Total rental income from operating leases was $384,946, $328,331,
and $273,360 for the years ended December 31, 2002, 2001, and 2000,
respectively, and is included as a component of cost of independent contractors
in the accompanying Consolidated Statements of Operations. Future minimum lease
rentals for operating leases are not significant.
3. BORROWING ARRANGEMENTS
Long-term debt at December 31, 2002 and 2001 is summarized as follows:
Revenue equipment obligations: 2002 2001
---- ----
LIBOR plus 1.25% subject to 3.625% minimum (3.625% - 2002 and 2001)
Notes payable to banks in monthly installments through July 2009 $ 8,541,151 $11,478,728
LIBOR plus 2.00% (3.82% - 2002 and 3.83% - 2001)
Notes payable to banks in monthly installments through November 2006 1,436,593 2,054,475
LIBOR plus 2.50% (3.63% - 2002 and 4.13% - 2001)
Notes payable to banks in monthly installments through May 2004 8,519,700 16,718,438
LIBOR plus 2.38% (4.15% - 2002)
Notes payable to banks in monthly installments through June 2007 2,878,004 --
Fixed rate of 5.60%
Notes payable to finance company in monthly installments through January 2007 539,939 --
Fixed rate of 5.75%
Notes payable to finance company in monthly installments through July 2007 8,090,630 5,058,384
Other obligations:
LIBOR plus 1.50% (2.93% - 2002 and 3.38% - 2001)
Notes payable to banks in monthly installments through February 2006 3,618,548 3,876,631
----------- -----------
Total 33,624,565 39,186,656
Less current maturities 14,488,695 13,580,359
----------- -----------
Long-term debt $19,135,870 $25,606,297
=========== ===========
Revenue equipment obligations are collateralized by revenue equipment. Other
obligations are collateralized by the Birmingham, Alabama terminal building.
The notes payable to banks bear interest ranging from LIBOR plus 1.25% to LIBOR
plus 2.50% based on the Company's level of cash flows as defined in their loan
agreements.
Long-term debt is scheduled to mature as follows:
YEAR
2003 $ 14,488,695
2004 7,556,289
2005 4,046,302
2006 5,867,833
2007 1,178,050
Thereafter 487,396
--------------
Total $ 33,624,565
==============
The Company also has a $2,500,000 line of credit under a commercial revolving
note expiring May 29, 2003, bearing interest at the bank's prime rate (4.25% at
December 31, 2002) minus 0.25% and collateralized by trade accounts receivable
and other working capital asset items. The line had letters of credit
commitments of $2,495,639 and no outstanding balance at December 31, 2002.
Covenants under these loan agreements require the Company, among other things,
to maintain tangible net worth, as defined, and to maintain certain financial
ratios. On February 3 and February 10, 2003, the Company received waivers from
certain lenders due to non-compliance with its debt service coverage ratio and
for exceeding annual capital expenditure limits. The Company is currently
negotiating with its lenders to adjust certain covenant requirements including
its debt service coverage ratio. Management anticipates the Company will be in
compliance with these covenants in 2003.
4. COMMITMENTS AND CONTINGENCIES
SELF INSURANCE ACCRUALS - At December 31, 2002, the Company is self-insured as
follows:
RETENTION AMOUNT
PER OCCURRENCE
--------------
Workers' compensation $ 500,000
Liability - body injury $ 750,000 *
Liability - property damage $ 750,000 *
Employee medical and hospitalization $ 175,000**
Cargo loss and damage $ 750,000 *
General liability $ 750,000 *
Environmental losses No limit
* These coverages are all included in one retention amount per occurrence.
Maximum retention is $750,000 per occurrence.
** Retention amount is per person per year.
The above retention amounts represent rates that were negotiated with the
Company's insurance carriers at June 30, 2002. Retention amounts under other
previous insurance programs may vary from those stated above. At December 31,
2002, the Company has recorded liabilities for retention amounts related to
claims under previous insurance coverage. From July 1, 2000, through June 30,
2002, the Company had a retention amount per occurrence under workers'
compensation of $250,000. Prior to June 30, 2000, workers' compensation
insurance was provided under fully insured policies.
The Company currently self-insures for a portion of the claims exposure
resulting from cargo loss, personal injury, and property damage, combined up to
$750,000 per occurrence, effective July 1, 2002. In addition, costs above the
$750,000 self-insured amount, up to the Company's coverage amount of two million
dollars, will be shared by the Company at a rate of fifty percent. Costs and
claims in excess of the Company's coverage amount of two million dollars will be
borne solely by the Company. Also, effective July 1, 2002, the health insurance
self-insurance level is $175,000 per person per year.
The liabilities for self-insurance are accrued based on claims incurred, with
liabilities for unsettled claims and claims incurred but not yet reported being
estimated based on management's evaluation of the nature and severity of
individual claims and the Company's past claims experience.
Company drivers were involved in two accidents in the first quarter and two
accidents in the third quarter of 2002 that resulted in third party fatalities.
The Company would expect to absorb up to its self-insured level of $500,000 per
occurrence for cargo loss, personal injury, and property damage, if found liable
for the two accidents during the first quarter. Retention of $750,000 was in
effect for the two accidents in the third quarter of 2002. To date, four
lawsuits have been filed against the Company with respect to these accidents. If
the Company is ultimately found to have some liability for one or more of these
accidents, the Company believes that its operating cash flows and, if needed,
additional bank financing would be sufficient to cover any amounts payable.
Also, the Company maintains insurance coverage of up to two million dollars with
licensed insurance companies above the amounts for which the Company is
self-insured. As discussed above, effective July 1, 2002, the Company shares
fifty percent of claims amounts within its two million dollars of insurance
coverage.
LETTERS OF CREDIT - The Company has outstanding letters of credit at December
31, 2002 totaling approximately $6.3 million to cover liability insurance claims
and claims related to its previous self-insured workers' compensation program,
and to purchase revenue equipment.
EMPLOYEE BENEFIT PLAN - The Company has a contributory 401(k) retirement plan,
which covers employees who elect to participate and meet certain eligibility
requirements. The amounts charged to operations related to this plan for the
years ended December 31, 2002, 2001 and 2000 were $241,940, $226,731, and
$165,562, respectively.
LITIGATION - As discussed above, Company drivers were involved in two accidents
in the first quarter and two accidents in the third quarter of 2002 that
resulted in third party fatalities. Suits have been filed against the Company
with respect to each of these matters. Each of these matters is in the
preliminary stage; therefore, it is not possible for management to fully assess
the potential liability of the Company in these matters. However, based on
current information available to management, it is the view of management that,
in the event the Company is ultimately found to have some liability for one or
more of these accidents, operating cash flows, insurance proceeds and, if
needed, additional bank financing would be sufficient to cover any amounts
payable. However, the potential exists for unanticipated material adverse
judgments against the Company.
The Company is a party from time to time to various legal proceedings that are
incidental to its business. Certain of these cases filed against the Company and
other companies engaged in businesses similar to the Company often allege, among
other things, personal injury and property damage. These types of suits
sometimes seek the imposition of large amounts of compensatory and punitive
damages and trials by juries. In the opinion of the Company's management, the
ultimate liability, if any, with respect to the proceedings in which the Company
is currently involved is not presently expected to have a material adverse
effect on the Company. However, the potential exists for unanticipated material
adverse judgments against the Company.
5. STOCKHOLDERS' EQUITY
PREFERRED STOCK - The Board of Directors is authorized to issue, at its
discretion, up to 1,000,000 shares of preferred stock at par value of $.001. The
terms and conditions of the preferred stock are to be determined by the Board of
Directors.
EMPLOYEE STOCK PURCHASE PLAN - The Company has an Employee Stock Purchase Plan
under which 175,000 shares of the Company's common stock may be issued to
eligible employees at a price equal to the lesser of 90% of the market price of
the stock as of the first or last day of the offering periods (as defined).
Employees may elect to have a portion of their compensation withheld, subject to
certain limits, to purchase the Company's common stock. The expense associated
with this plan in 2002, 2001 and 2000 was insignificant.
STOCK OPTION PLAN - The Company has a stock option plan (the "Plan") that
provides for the granting of stock options to key employees, executive officers
and directors. An aggregate of 500,000 shares of the Company's common stock are
reserved for this Plan. The options are exercisable in increments over a
five-year period beginning on the first anniversary of the grant and will expire
ten years after the date of the grant. No options were exercised in 2002, 2001
and 2000.
Information regarding the Plan is summarized below:
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
------ -----
Outstanding at December 31, 1999 456,100 $ 9.53
Terminated (47,800) 8.58
---------- -----------
Outstanding at December 31, 2000 408,300 9.62
Granted 20,000 2.55
Terminated (343,100) 9.54
---------- -----------
Outstanding at December 31, 2001 85,200 8.28
Granted 390,450 2.67
---------- -----------
Outstanding at December 31, 2002 475,650 $ 3.67
========== ===========
Options exercisable at December 31, 2000 262,380 $ 9.88
Options exercisable at December 31, 2001 65,650 $ 7.75
Options exercisable at December 31, 2002 83,600 $ 7.33
The following table summarizes information concerning stock options outstanding
and options exercisable at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------- --------------------------------
WEIGHTED AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF REMAINING AVERAGE NUMBER OF AVERAGE
EXERCISE SHARES CONTRACTUAL EXERCISE SHARES EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
------ ----------- ---- ----- ----------- -----
$2.00 - $6.00 410,450 8.6 $ 2.66 30,500 $ 2.62
$6.00 - $11.00 65,200 4.6 $ 10.04 53,100 $ 10.03
----------- ---------- --------- ----------- ----------
475,650 8.4 $ 3.67 83,600 $ 7.33
=========== ========== ========= =========== ==========
6. INCOME TAXES (BENEFIT)
The provision (benefit) for income taxes for the years ended December 31, 2002,
2001 and 2000 consisted of the following:
2002 2001 2000
---- ---- ----
Current:
Federal $ 2,660,536 $ (24,428) $ (1,603,762)
State 357,139 (3,893) (2,170)
----------- ----------- ------------
Total current provision (benefit) 3,017,675 (28,321) (1,605,932)
Deferred:
Federal (2,362,812) 21,990 1,625,520
State (194,714) 11,369 (34,906)
----------- ----------- ------------
Total deferred (benefit) provision (2,557,526) 33,359 1,590,614
----------- ----------- ------------
Total provision (benefit) for income taxes $ 460,149 5,038 $ (15,318)
============ =========== =============
Total income tax provisions (benefit) for 2002, 2001 and 2000 are different from
the amount that would be computed by applying the statutory federal income tax
rate of 34% to income before income taxes. The reasons for this difference are
as follows (in thousands):
2002 2001 2000
---- ---- ----
Income tax provision (benefit) at expected
federal income tax rate $ 317,758 $ (136,565) $ (336,522)
State income taxes, net of federal tax effect 107,201 4,934 (24,470)
Nondeductible operating expenses 42,692 72,381 58,254
Nondeductible goodwill amortization -- 76,592 76,592
Other (7,502) (12,304) 210,828
----------- ---------- -------------
$ 460,149 $ 5,038 $ (15,318)
=========== ========== =============
At December 31, 2002, the Company had state net operating loss carryforwards of
approximately $758,000, which will expire in 2022.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The sources of the
Company's deferred tax liabilities and assets as of December 31, 2002 and 2001
are as follows:
2002 2001
---- ----
Deferred tax liabilities:
Tax over book depreciation $ 12,179,379 $ 13,837,035
Prepaid expenses deductible when paid 476,943 755,526
------------- ------------
Total deferred tax liabilities $ 12,656,322 $ 14,592,561
============= =============
Deferred tax assets:
Accrued self insurance claims $ 1,750,732 $ 995,612
Other accrued expenses not deductible until paid 117,519 179,247
Allowance for losses on receivables 962,681 751,296
State NOL carryforward 45,492 296,904
Other 36,327 68,405
------------- -------------
Total deferred tax assets 2,912,751 2,291,464
------------- -------------
Net deferred tax liabilities $ 9,743,571 $ 12,301,097
============= =============
The above amounts are reflected in the accompanying consolidated balance sheets
as:
Current assets $ 2,378,688 $ 1,497,047
Noncurrent liabilities (12,122,259) (13,798,144)
------------- -------------
Net deferred tax liabilities $ 9,743,571 $ 12,301,097
============= =============
7. MAJOR CUSTOMERS
The Company's largest 25, 10, and 5 customers, predominately within the Boyd
division, accounted for approximately 40%, 23% and 15%, respectively, of the
Company's consolidated revenues during the year ended December 31, 2002. Many of
the Company's largest 25 customers are publicly-held companies. The Company does
not believe that it is dependent upon any single customer. Sales to the
Company's largest customer amounted to 10%, 10%, and 9% of consolidated
operating revenues during 2002, 2001 and 2000, respectively. Customers in the
steel industry accounted for 39%, 42% and 42% of the Company's consolidated
operating revenues for the years ended December 31, 2002, 2001 and 2000,
respectively.
8. SEGMENT INFORMATION
The Company has identified two reportable segments based on the criteria of SFAS
No. 131: Boyd and WTI. The Boyd segment is a flatbed carrier that hauls
primarily steel and building products throughout most of the continental United
States. The Boyd segment operates 736 tractors, including 523 Company drivers
and 213 owner-operators as of December 31, 2002. The WTI segment is a flatbed
carrier that hauls steel and roofing products over shorter routes than those
typically provided by Boyd, primarily in the southeastern United States, and
operates 219 tractors. WTI had 37 Company drivers and 182 owner-operators as of
December 31, 2002. Management of the Company evaluates segment performance based
on measures of revenues, operating ratio, depreciation, interest and capital
expenditures. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies.
Summary information by segment follows:
INTERSEGMENT
BOYD WTI ELIMINATIONS TOTAL
---- --- ------------ -----
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
OPERATING REVENUES $ 106,847,880 $ 20,944,516 -- $ 127,792,396
OPERATING EXPENSES 104,812,519 20,241,710 -- 125,054,229
OPERATING INCOME 2,035,361 702,806 -- 2,738,167
OPERATING RATIO 98.1% 96.6% 97.9%
Year Ended December 31, 2001
Operating revenues $ 108,119,522 $ 19,587,412 $ (147,340) $ 127,559,594
Operating expenses 104,762,470 20,725,054(a) (147,340) 125,340,184
Operating income 3,357,052 (1,137,642) -- 2,219,410
Operating ratio 96.9% 105.8% 98.3%
Year Ended December 31, 2000
Operating revenues $ 106,318,376 $ 25,664,006 $ (352,577) $ 131,629,805
Operating expenses 102,375,826 26,772,425(a) (352,577) 128,795,674
Operating income (loss) 3,942,550 (1,108,419) -- 2,834,131
Operating ratio 96.3% 104.3% 97.8%
IDENTIFIABLE ASSETS
AS OF DECEMBER 31, 2002
CASH AND CASH EQUIVALENTS $ 97,157 $ 195,357 $ 292,514
PROPERTY AND EQUIPMENT 50,272,130 4,452,362 54,724,492
GOODWILL, NET -- 3,452,446 3,452,446
LONG-TERM DEBT, INCLUDING CURRENT
MATURITIES 31,551,103 2,073,462 33,624,565
As of December 31, 2001
Cash and cash equivalents $ 943,574 $ 1,277,881 $ 2,221,455
Property and equipment 54,740,848 3,772,426 58,513,274
Goodwill, net -- 3,452,446 3,452,446
Long-term debt, including current
maturities 37,587,257 1,599,399 39,186,656
As of December 31, 2000
Cash and cash equivalents $ (44,234) $ 1,317,515 $ 1,273,281
Property and equipment 62,137,993 4,599,375 66,737,368
Goodwill, net -- 3,676,246 3,676,246
Long-term debt, including current
maturities 43,451,096 3,405,479 46,856,575
(a) Amounts for 2001 and 2000 included goodwill amortization expense of
$223,800. Upon the adoption of SFAS No. 142 on January 1, 2002, the
Company ceased amortization of goodwill.
9. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the years
ended December 31, 2002 and 2001 (in thousands, except per share data). The
summary of quarterly earnings per share may not agree with annual earnings per
share.
2002
-------------------------------------------------------------------
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------
OPERATING REVENUES (a) $ 30,633 $ 33,059 $ 33,618 $ 30,482
OPERATING INCOME (LOSS) (55) 1,530 1,342 (79)
NET INCOME (LOSS) (288) 607 495 (340)
BASIC NET (LOSS) INCOME
PER SHARE (0.11) 0.22 0.18 (0.13)
DILUTED NET (LOSS) INCOME
PER SHARE (0.11) 0.22 0.18 (0.13)
2001 (b)
-------------------------------------------------------------------
March 31, June 30, September 30, December 31,(c)
--------- -------- ------------- ---------------
Operating revenues (a) $ 31,420 $ 32,732 $ 33,404 $ 30,004
Operating income (loss) 453 1,172 980 (386)
Net income (loss) (293) 283 230 (627)
Basic and diluted net income
(loss) per share (0.10) 0.10 0.08 (0.22)
(a) As discussed in Note 1, amounts for each period have been reclassified to
reflect the inclusion of fuel surcharges in revenues rather as reductions
of operating expenses.
(b) Amounts for 2001 included quarterly goodwill amortization expense of
$55,950. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company
ceased amortization of goodwill.
(c) The fourth quarter of 2001 included a reduction in the carrying value of
revenue equipment and charges to increase reserves for receivables
associated with owner-operator leases at WTI of approximately $725,000.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Boyd Bros. Transportation Inc.
Clayton, Alabama
We have audited the consolidated balance sheets of Boyd Bros. Transportation
Inc. and subsidiary as of December 31, 2002 and 2001, and the related statements
of operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. The financial statements of Boyd Bros. Transportation Inc. for
the year ended December 31, 2000, were audited by other auditors whose report
dated February 9, 2001 (March 28, 2001 as to the waiver letters described in
Note 4), expressed an unqualified opinion on those statements.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Boyd Bros.
Transportation Inc. and subsidiary as of December 31, 2002 and 2001, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
As discussed in Note 1 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" on January 1, 2002.
As discussed in Note 1 to the consolidated financial statements, during the year
ended December 31, 2002 the Company changed the manner in which it records fuel
surcharges upon the adoption of the accounting standards in Emerging Issues Task
Force Issue 01-14.
/s/ BDO Seidman, LLP
January 31, 2003, except for Note 3,
which is as of February 10, 2003