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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act
of 1934
[No Fee Required]
For the transition period from _______ to _______
COMMISSION FILE NO. 0-23948
BOYD BROS. TRANSPORTATION INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 63-6006515
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3275 HIGHWAY 30 36016
CLAYTON, ALABAMA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (334) 775-1400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of class)
----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Aggregate market value of the voting stock held by non-affiliates of
the Registrant:
$7,015,554 as of March 12, 1997
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
3,700,888 shares of Common Stock, par value $.001 per share,
outstanding as of March 12, 1997.
Documents incorporated by reference in this Annual Report on Form 10-K:
Portions of the definitive proxy statement relating to the 1997 Annual
Meeting of Stockholders in Part III, Items 10 (as related to Directors), 11, 12
and 13. Portions of the Annual Report to Stockholders for the year ended
December 31, 1996 in Parts II and IV.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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TABLE OF CONTENTS
PAGE
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PART I
ITEM 1. BUSINESS............................................................... 1
ITEM 2. PROPERTIES............................................................. 6
ITEM 3. LEGAL PROCEEDINGS...................................................... 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................... 6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS............................................ 7
ITEM 6. SELECTED FINANCIAL DATA................................................ 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.............................................. 7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................ 7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE............................................... 7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..................... 7
ITEM 11. EXECUTIVE COMPENSATION................................................. 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......... 7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................... 7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K................................................ 8
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PART I
ITEM 1. Business
THE COMPANY
Boyd Bros. Transportation Inc. (the "Company") is a truckload carrier
that operates exclusively in the flatbed segment of the industry and hauls
primarily steel products and building materials. Since its founding in 1956, the
Company has grown into what management believes is one of the largest
exclusively flatbed carriers in the United States operating only Company-owned
tractors. The Company owns and operates over 575 late model tractors and over
916 flatbed trailers. All of the Company's tractors are equipped with a two-way
satellite communication system produced by QUALCOMM, Inc. ("QUALCOMM") as well
as on-board computers that monitor engine and driver performance.
The Company's strategy is to offer high-quality flatbed transportation
services to high-volume, time-sensitive shippers. Because much of the freight
hauled by the Company consists of steel products and building materials,
time-definite delivery is required. A late delivery can mean a shutdown of a
production line at a plant or a delay in a construction project. The Company
focuses its marketing efforts on the types of shippers that require
time-definite delivery because the Company believes that service, rather than
price, generally will be the primary factor that will dictate their choice of
carrier.
Management believes that its ability to recruit and retain drivers has
been critical to its success, and the Company has sought to attract and retain
drivers by using only high-quality, late-model tractors, installing its two-way
satellite communication equipment and offering financial and other incentives to
drivers. Management recognizes that getting drivers home frequently is critical
to driver retention. Accordingly, the Company makes load assignments to drivers
to enable each driver to attain his or her goals in terms of miles driven as
well as time at home.
STRATEGY
The Company's business strategy is to offer high quality flatbed
transportation services in the truckload carrier market primarily to
high-volume, time-sensitive customers. The key components of the Company's
strategy are as follows:
Company-Owned Equipment. The Company owns all of its revenue equipment
and all drivers are employees of the Company. Management believes that using
Company-owned equipment and Company-employed drivers offers the Company an
advantage over its competitors that depend solely on owner-operators. Management
believes that controlling the dispatch of drivers is necessary for the Company
to meet the needs of time-sensitive customers. The Company is considering the
use of a small number of owner/operators in 1997.
Time-Sensitive Shippers. The Company focuses its marketing efforts on
high-volume, time-sensitive shippers that are involved primarily in the steel
and building materials businesses and require time-definite delivery.
Management believes that many large volume shippers in this segment of
the industry have reduced the number of carriers they use so as to use only
those "core carriers" that offer consistently superior service. The Company
intends to continue its focus on developing relationships as a core-carrier for
high-volume, time-sensitive shippers.
Technology. The Company's strategy has been to utilize technology to
provide better service to its customers and to improve operating efficiency. The
Company became the first major flatbed carrier in the country to install a
satellite tracking system, manufactured by QUALCOMM, in 100% of its tractors.
The tracking system enables the Company to monitor equipment locations and
schedules more effectively and to communicate with both drivers and customers.
The Company has also installed computers on board each of its tractors to
monitor fuel efficiency and other operational data. The Company will continue to
monitor and implement technological developments that will enable the Company to
improve customer service and operating efficiency.
Premium Quality Tractors. The Company continuously upgrades its fleet
of tractors. Maintaining a young, high quality fleet of tractors facilitates the
Company's ability to recruit and retain drivers, achieve maximum on-time
reliability, maximize fuel economy and convey an image of quality to existing
and potential customers.
CUSTOMERS AND MARKETING
The Company markets itself on the basis of quality service and
employees, its satellite communication system, the capabilities of its
information system to interface with the information systems of its customers,
its record of on-time deliveries, and its efficient and well-maintained tractors
and trailers. The Company's marketing efforts
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concentrate on attracting customers that require time-definite delivery and ship
multiple loads to and from locations that complement the Company's existing
traffic flows.
The Company has written contracts with most of its customers. The
contracts generally require the customer to use the Company for a specified
minimum amount of shipments each year and may be terminated by either party upon
30 to 60 days' written notice. The largest 25, 10 and 5 customers accounted for
approximately 69%, 52% and 36%, respectively, of the Company's revenues during
1996. Many of those customers are large, publicly-held companies. During 1996,
the only customer that accounted for more than 10% of the Company's revenues was
USG Interiors, Inc. ("USG"), which together with certain affiliates accounted
for approximately 12.8% of the Company's revenues. The Company's contract with
USG specifies that USG will permit the Company to transport at least 100 tons of
USG's goods each year, has no minimum term, and is terminable by either party
upon sixty days written notice. The loss of any of the Company's major customers
could adversely affect the Company's profitability.
OPERATIONS
The Company's operations are designed to maximize efficiency and
provide quality service to customers. All of the Company's fleet operations,
routing and scheduling are centrally coordinated through a satellite tracking
system from its corporate headquarters in Clayton, Alabama. Through the use of
the Company's satellite-based communication system, which is complemented by its
fully-integrated mainframe computer system, dispatchers monitor the location and
delivery schedules of all shipments and equipment to coordinate routes and
maximize utilization of the Company's drivers and equipment. See "--
Transportation Technology."
The Company conducts its operations through a network of 12 regional
and satellite service centers in strategic locations in the eastern two-thirds
of the United States. See "Item 2 - Properties." The Company operates regional
service centers in Clayton and Birmingham, Alabama; Atlanta, Georgia; and
Greenville, Mississippi. The regional service centers are supported by smaller
satellite service centers, each having between one and three employees, located
in Calvert City, Kentucky; Danville, Virginia; Lisbon Falls, Maine; Pittsburgh,
Pennsylvania; Baltimore, Maryland; and Walworth, Wisconsin. These service
centers allow the Company to re-dispatch equipment terminating in a given area,
enhance driver recruiting and return drivers to their homes more regularly. The
Company also has arrangements to deposit trailers near various major customers
or shipping locations to facilitate pre-loading of shipments and thereby
increase efficiency.
DRIVERS AND EMPLOYEES
Recruiting and retaining professional, well-trained drivers is critical
to the Company's success, and all of the Company's drivers must meet specific
guidelines relating primarily to safety record, driving experience and personal
evaluation, including drug testing.
To maintain high equipment utilization, particularly during periods of
growth, the Company strongly emphasizes continuous driver recruiting and
training. Drivers are recruited at all regional terminal locations and at the
corporate headquarters. Competition for qualified drivers is intense. In order
to attract and retain highly qualified drivers and to promote safe operations,
the Company purchases premium quality tractors and equips them with optimal
comfort and safety features, such as air conditioning, high quality interiors,
power steering, engine brakes and sleeper cabs.
Drivers are trained in Company policies and operations, safety
techniques and fuel efficient operation of equipment, and must pass a rigorous
road test prior to assignment to a vehicle. The Company's training programs
range from two to eight weeks of concentrated schooling, depending on a driver's
level of prior experience. In addition, all drivers are required to participate
in annual safety training and defensive driving courses for recertification by
the Company. Recognizing the importance of driver contact while drivers are on
the road for extended periods, the Company maintains toll-free telephone lines
and publishes a newsletter containing Company information, in addition to
maintaining daily contact between dispatchers and drivers.
The short- to medium-haul truckload segment of the trucking industry,
including the Company, experiences significant driver turnover, and the Company
anticipates that the intense competition for qualified drivers in the trucking
industry will continue. The Company experienced driver shortages that resulted
in up to 60 idled tractors during 1996, and currently has approximately 20 idled
tractors due to driver shortages. Management is actively implementing new driver
recruitment and retention programs to better attract and retain drivers, but
expects to continue to experience idled tractors in the near future until those
programs are fully implemented. Additionally, the Company is considering the use
of a small number of owner/operators commencing in 1997.
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At December 31, 1996, the Company employed 807 persons, of whom
approximately 647 were drivers and trainees and the balance of whom were
mechanics, other equipment maintenance personnel and support personnel,
including management and administration. None of the Company's employees is
subject to a collective bargaining agreement, and the Company has never
experienced a work stoppage. The Company believes that its relations with its
employees are excellent.
REVENUE EQUIPMENT
The Company's philosophy is to purchase premium quality tractors to
help attract and retain drivers and to promote safe operations, and the Company
believes the higher initial cost of such equipment is recovered through better
resale marketability. Each of the Company's tractors is equipped with a sleeper
cab to permit all drivers to comply conveniently and cost-effectively with the
United States Department of Transportation ("DOT") hours of service guidelines
and to facilitate team operations when necessary.
At December 31, 1996, the Company owned 575 tractors and 916 flatbed
trailers. The tractors are manufactured by Freightliner, Kenworth and Navistar,
and the trailers are manufactured by Utility, Dorsey, Fruehauf and Great Dane.
The Company owns all of the tractors and trailers used by it in order to enhance
continued dependability of services, increase equipment utilization and decrease
its costs per mile.
TRANSPORTATION TECHNOLOGY
Management believes that the application of technology is an ongoing
part of providing high quality service at competitive prices, and further
believes that the Company has enhanced its strong reputation for customer
satisfaction through the early, fleet-wide implementation of two computer
systems.
The Company was the first major flatbed carrier to be fully equipped
with the two-way satellite communication system produced by QUALCOMM. The
satellite-based OMNITRACS(C) system ("Omnitracs") was installed and operational
in the entire Company fleet by the end of 1990. Omnitracs has improved the
quality and efficiency of the Company's operations by allowing drivers and
dispatchers to have instant, on-the-road communication ability and by enabling
the Company to provide its customers with accurate information on the status and
estimated delivery time of cargo shipments. As there are further technological
developments or enhancements in such systems the Company intends to remain
committed to investing in and utilizing advanced technology to better serve its
customers.
Omnitracs permits more efficient transmission of load assignments to
drivers, as well as an enhanced capability to monitor loads in transit and
rapidly bill customers for completed deliveries. Once a load is assigned by a
load planner, the assignment is transmitted to the Company's operations
department where it is reviewed by a dispatcher who then relays the assignment
to the appropriate driver through the Omnitracs display unit in each of the
Company's vehicles. The driver can respond to the dispatcher through Omnitracs
in a matter of seconds, thereby eliminating waiting time and inefficient
dependence on truck stop telephones or other methods of communication between
drivers and dispatchers. Through Omnitracs, the Company can electronically
record a load assignment, report the load to the billing department and generate
customer invoices.
In addition, the Company uses Omnitracs to automatically transmit
location and equipment information and other data to the dispatcher, thereby
reducing the need for drivers to stop to communicate with dispatchers in the
event of a problem. The system continually tracks every cargo load with accuracy
within one-tenth of a mile. This information, along with information concerning
available loads, is constantly updated on the Company's on-line computer. Load
planners use this information to match available equipment with available loads,
meet delivery schedules and respond more quickly to customer inquiries.
The Company has also equipped its entire fleet of tractors with the
SENSORTRACS(C) on-board computer system ("Sensortracs"), which is also produced
by QUALCOMM and which monitors fuel efficiency and other operational data.
Information from Sensortracs is periodically processed by one of the Company's
computers, which generates reports on vehicle efficiency and driver performance.
Reports generated by this system enhance the Company's ability to counsel its
drivers on strengths and deficiencies in their driving habits and fuel
efficiency and to monitor the effectiveness of driver training programs.
The Company has a centralized, fully-integrated management information
system that utilizes an IBM mainframe computer located at the corporate
headquarters and is on-line at all the Company's regional service centers. The
Company believes that its commitment to investing in and utilizing advanced
technology has given it electronic data interchange ("EDI") capabilities that
provide a competitive advantage. The system's Company-wide
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database allows the Company to respond quickly to customer information requests
without having to combine data files from several sources. The EDI capability
allows the Company to exchange billing information with customers and is capable
of providing immediate delivery status updates from all regional service centers
for reporting to customers and for better control and tracking of shipments.
This ability to exchange data directly with customers regarding their shipments
significantly enhances quality control and customer service.
SAFETY AND INSURANCE
The Company's safety department is responsible for training and
supervising personnel to keep safety awareness at its highest level, the Company
has implemented an active safety and loss prevention program at its corporate
headquarters and each of its regional service centers. The emphasis on safety
begins in the hiring and training process, where prospective employees are given
physical examinations and drug tests, and newly hired drivers, regardless of
experience level, must participate in an intensive training program. See "--
Drivers and Employees."
If drivers maintain certain standards in five areas, including safety,
they are paid additional compensation per mile. The Company's Director of Safety
continuously monitors driver performance and has final authority regarding
employment and retention of drivers. The Company is committed to securing
appropriate insurance coverage at cost-effective rates. The primary claims that
arise in the trucking industry consist of cargo loss and damage, personal
injury, property damage and workers' compensation. The Company currently retains
liability up to $100,000 for each claim for personal injury and property damage,
$300,000 for each claim for workers' compensation, $90,000 for each claim for
employee medical and hospitalization, and $10,000 for each claim for cargo
damage. The Company currently purchases excess primary and umbrella insurance
coverage in amounts that management believes are adequate to supplement its
retained liabilities.
FUEL
Motor carrier service is dependent upon the availability of diesel
fuel. The Company's fuel expense comprised 16.5% and 14.9% of revenues in 1996
and 1995, respectively. Through the on-board computers, the Company continually
monitors fuel usage, miles per gallon, cost per mile and cost per gallon. The
Company has not experienced any difficulty in maintaining fuel supplies
sufficient to support its operations. Shortages of fuel, increases in fuel
prices or fuel tax rates or rationing of petroleum products could have a
material adverse effect on the operations and profitability of the Company.
COMPETITION
The trucking industry is highly competitive and fragmented. The Company
competes primarily with other short- to medium-haul, flatbed truckload carriers,
internal shipping conducted by existing and potential customers and, to a lesser
extent, railroads. Deregulation of the trucking industry during the 1980s
created an influx of new truckload carriers which, along with certain other
factors, continues to create substantial downward pressure on the industry's
rate structure. Competition for the freight transported by the Company is based
primarily on service and efficiency and, to a lesser degree, on freight rates.
While management believes that the Company is one of the largest exclusively
flatbed carriers in the United States operating only Company-owned tractors,
there are other trucking companies, including truckload carriers that have
flatbed divisions, which have substantially greater financial resources, operate
more equipment or carry a larger volume of freight than the Company. The Company
also competes with other motor carriers in hiring qualified drivers.
REGULATION
The trucking industry is subject to regulatory oversight and
legislative changes which can affect the economics of the industry by requiring
certain operating practices or influencing the demand for, and the costs of
providing, services to shippers. The Intermodal Surface Transportation Board, as
well as various state agencies that have jurisdiction over the Company, have
broad powers, generally governing such matters as authority to engage in motor
carrier operations, rates and charges, accounting systems, certain mergers,
consolidations and acquisitions, and periodic financial reporting.
The federal Motor Carrier Act of 1980 commenced a program to increase
competition among motor carriers and to diminish the level of regulation in the
industry. Following this deregulation, applicants have more easily been able to
obtain operating authority, and interstate motor carriers such as the Company
have been able to implement certain rate changes without federal approval. The
Motor Carrier Act also removed many route and commodity restrictions on
transportation of freight. In 1995, the Interstate Commerce Commission (the
"ICC") was eliminated
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and the Intermodal Surface Transportation Board (the "ISTB") was established
within the Department of Transportation (the "DOT"). The ISTB performs all
functions previously performed by the ICC. Since 1981, the Company has held
authority to carry general commodities throughout the 48 contiguous states, as
both a common and contract carrier.
Interstate motor carrier operations are subject to safety requirements
prescribed by the DOT. Such matters as weight and dimensions of equipment are
also subject to federal and state regulation. All of the Company's drivers were
required to obtain national commercial driver's licenses by April 1, 1992
pursuant to the regulations promulgated by the DOT. Also, effective in 1989, DOT
regulations imposed mandatory drug testing of drivers. In addition, the Company
has completed the implementation of its own ongoing drug-testing program. The
DOT's national commercial driver's license and drug testing requirements have
not to date adversely affected the availability to the Company of qualified
drivers. DOT alcohol testing rules require certain tests, random and otherwise,
for alcohol levels in drivers and other safety personnel. See " -- Safety and
Insurance."
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state and local laws
and regulations concerning the environment. Certain of the Company's facilities
are located in historically industrial areas and, therefore, there is the
possibility of environmental liability as a result of operations by prior owners
as well as the Company's use of fuels and underground storage tanks at its
regional service centers.
During 1994, the Company retained an environmental consulting firm to
conduct an audit of its compliance with applicable federal, state and local laws
and regulations concerning the environment. The environmental consulting firm
detected the presence of soil contamination and potential groundwater
contamination related primarily to the use of underground storage tanks,
including tanks used by a prior owner of the property, at the Company's terminal
in Birmingham, Alabama. The Company notified the Alabama Department of
Environmental Management of this contamination and subsequently removed and
replaced all currently known underground storage tanks at the Birmingham
terminal. The Company also replaced all underground storage tanks at the
Clayton, Alabama terminal. Based upon cost estimates provided by its
environmental consulting firm and contractors in 1994, the Company recorded an
$800,000 charge to establish a reserve for the removal and replacement of
underground storage tanks at the Company's service centers. Based on subsequent
reviews of this project by management and its independent consultants, the
Company reduced this reserve during 1995 to $293,652, reflecting a decline in
the current estimated costs of remediating the sites. The environmental
remediation liability in the accompanying balance sheet at December 31, 1996 is
$145,122. There can be no assurance that material liabilities or expenditures
will not arise from these or additional environmental matters that may be
discovered, or from future requirements of law. The Company does not believe
these expenditures will have a material adverse effect on the Company's
financial condition.
FORWARD LOOKING STATEMENTS
Certain statements incorporated by reference from the information under the
caption "Management's Discussion and Analysis of Financial Conditions and
Results of Operations" in the Company's Annual Report to Stockholders for the
year ended December 31, 1996 contained herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance,
or achievements of the Company to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, business
conditions and growth in the economy, including the transportation and
construction sectors in particular, competitive factors, including price
pressures and the ability to recruit and retain qualified drivers, the ability
to control internal costs as well as fuel costs, that are not passed on to the
Company's customers, and other factors referenced elsewhere herein.
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ITEM 2. Properties
The Company's corporate headquarters and principal service center are
located on a 17.9 acre tract in Clayton, Alabama, which the Company purchased
during 1993. Such facilities consist of approximately 22,000 square feet of
office space, 12,000 square feet of equipment repair facilities and
approximately 3 acres of parking space. The following table sets forth
information regarding each of the Company's service center and shuttle
locations:
Clayton, AL ................................ Owned
Atlanta, GA ................................ Owned
Birmingham, AL ............................. Owned
Greenville, MS ............................. Owned
Gary, IN ................................... Leased
Calvert City, KY ........................... Leased
Danville, VA ............................... Leased
Lisbon Falls, ME ........................... Leased
Pittsburgh, PA ............................. Leased
Baltimore, MD .............................. Leased
Walworth, WI ............................... Leased
ITEM 3. Legal Proceedings
The Company is routinely a party to litigation incidental to its
business, primarily involving claims for personal injury and property damage
incurred in the transportation of freight. The Company maintains insurance that
it believes is adequate to cover its liability risks. See "Item 1 Business --
Safety and Insurance."
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1996, either through the
solicitation of proxies or otherwise.
Executive Officers of the Registrant
Set forth below is information concerning the Executive Officers of the
Company as of March 15, 1997.
Dempsey Boyd, age 70, founded the Company in 1956, and has been
Chairman of the Board since April 1980. Mr. Boyd served as President of the
Company from December 1962 until April 1980. Mr. Boyd is the father of Gail B.
Cooper and Ginger B. Tibbs.
Donald G. Johnston, age 60, has served as President and Chief Executive
Officer of the Company since April 1980, and as a Director since December 1979.
Prior to that time, he served as Vice President and General Manager since
joining the Company in 1979. Mr. Johnston has a background in industrial
management and sales, and is active in, and has previously served as chairman
of, the Alabama Trucking Association and the University of Georgia Trucking
Profitability Strategies Conference. Mr. Johnston received a B.S. in industrial
management from Auburn University.
Richard C. Bailey, age 46, has served as Chief Financial Officer since
joining the Company in August 1992, and has served as a Director since February
1995. He served as president and director of Eastern Inter-Trans Services, Inc.,
a dry van truckload carrier based in Columbus, Georgia, from December 1989 to
August 1992. Mr. Bailey is a certified public accountant with a B.S. in
accounting from Georgia State University. He was previously employed in various
financial positions by Ernst & Young, Intermet Corporation and Snapper Products
(a division of The Actava Group Inc.). Mr. Bailey has served on the Advisory
Board of the University of Georgia Trucking Profitability Strategies Conference.
Gail B. Cooper, age 46, has been the Secretary of the Company since
December 1969, and served as a Director of the Company from December 1969 until
March 1994. Ms. Cooper received a B.S. in business administration from Troy
State University. She has served the Company in numerous administrative and
accounting positions since joining the Company full-time in June 1972. Ms.
Cooper is the daughter of Mr. Boyd and the sister of Ms. Tibbs.
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Ginger B. Tibbs, age 43, has been the Treasurer of the Company since
December 1979, and served as a Director from December 1978 until March 1994. Ms.
Tibbs is primarily responsible for collection of the Company's accounts
receivable and has served as Credit Manager since September 1980. Ms. Tibbs
received a degree in elementary education from Auburn University. She is the
daughter of Mr. Boyd and the sister of Ms. Cooper.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Common Stock of the Company is listed on the Nasdaq National Market
under the symbol "BOYD." As of March 15, 1997, the Common Stock was held by
approximately 80 holders of record. The table below sets forth the reported high
and low sales price per share for the Common Stock as reported by the Nasdaq
National Market for each fiscal quarter during 1996.
Price Range
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1996 High Low
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First Quarter ................................. $ 8 1/2 $7
Second Quarter ................................ 9 7
Third Quarter ................................. 9 1/2 7 1/2
Fourth Quarter ................................ 9 1/4 7
Price Range
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1995 High Low
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First Quarter ................................. $12 1/4 $9 1/2
Second Quarter (since May 10, 1994) ........... 12 1/4 8 1/2(1/8)
Third Quarter ................................. 10 8
Fourth Quarter ................................ 9 1/2 6
The Company currently anticipates that all of its earnings will be
retained for development of the Company's business, and does not anticipate
paying any cash dividends in the foreseeable future. Furthermore, certain of the
Company's financing arrangements contain covenants that may restrict the payment
of cash dividends for the foreseeable future. Future cash dividends, if any,
will be at the discretion of the Company's Board of Directors and will depend
upon, among other things, the Company's future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions,
and other factors as the Board of Directors may deem relevant.
ITEM 6. Selected Financial Data
The information required by this item is incorporated by reference from
the information under the caption "Selected Financial Data" in the Company's
Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item is incorporated by reference from
the information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report to
Stockholders for the year ended December 31, 1996.
ITEM 8. Financial Statements and Supplementary Data
The information required by this item is incorporated by reference from
the Financial Statements contained in the Company's Annual Report to
Stockholders for the year ended December 31, 1996.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
With the exception of information relating to the executive officers of
the Company, which is provided in Part I hereof, all information required by
Part III (Items 10, 11, 12 and 13) is incorporated by reference to the Company's
definitive Proxy Statement relating to the 1997 Annual Meeting of Stockholders,
which is scheduled to be filed on or before April 30, 1997.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Exhibits, Financial Statements and Schedules.
1. Financial Statements. The following financial statements for the
Company and Independent Auditors' Report are incorporated by reference
from the Company's Annual Report to Stockholders for the year ended
December 31, 1996:
Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1995
Statements of Operations for the years ended December 31,
1996, 1995 and 1994
Statements of Stockholders' Equity for the years ended December 31,
1996, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1996, 1995
and 1994
Notes to Financial Statements
2. Financial Statement Schedules. None.
Financial Statement Schedules are omitted because of the absence of
conditions under which they are required or because the information is included
in the financial statements or notes thereto.
3. Exhibits required by Item 601 of Regulation S-K.
The following exhibits are included in this Form 10-K:
EXHIBIT
NO. DESCRIPTION
13 Those portions of the Company's Annual Report to
Stockholders for the year ended December 31, 1996
that are specifically incorporated herein by
reference.
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
8
11
The following exhibits are incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 33-76756), declared effective on
May 9, 1994:
EXHIBIT
NO. DESCRIPTION
3.1 Certificate of Incorporation of the Company
3.2 By-laws of the Company
10.1* Boyd Bros. Transportation Inc. 1994 Stock Option Plan
10.2* Form of the Company's Nonstatutory Stock Option Agreement
10.3* Form of the Company's Nonstatutory Stock Option Agreement for
Nonemployee Directors
10.4* Description of Senior Management Bonus Plan
10.5* Description of Key Employee Bonus Program
10.11 Master Note for Business and Commercial Loans dated July 22,
1992 providing for a $1,500,000 line of credit from AmSouth
Bank N.A. to the Company
10.12 Note for Business and Commercial Loans dated November 1, 1992
by the Company in favor of AmSouth Bank N.A. in the principal
amount of $5,317,120.95
10.13 Note for Business and Commercial Loans dated August 2, 1993 by
the Company in favor of AmSouth Bank N.A. in the principal
amount of $5,122,702.70
10.14 Security Agreement for Tangible Personal Property dated
February 15, 1994 by the Company in favor of AmSouth Bank N.A.
10.15 Note for Business and Commercial Loans dated February 15, 1994
for a $5,000,000 non-revolving draw note by the Company in
favor of AmSouth Bank N.A.
10.22 Modification of the Continuation of Credit and Security
Agreement and Loan Modification Agreement dated March 4, 1994
by and between the Company and Compass Bank
10.26 Credit and Security Agreement dated February 1, 1994 by and
between the Company and Compass Bank
10.27 Security Agreement dated February 1994 by the Company in favor
of Compass Bank
10.31 OMNITRACS Contract dated February 1, 1990 by and between the
Company and QUALCOMM, Inc.
10.33 Stock Option Exercise and Cancellation Agreement dated as of
March 22, 1994 by and between the Company and Donald G.
Johnston
10.34 Indemnification Agreement dated as of March 22, 1994 by and
between the Company and Donald G. Johnston
10.35 Form of Tax Indemnification Agreement by and between the
Company and certain stockholders of the Company
10.37 Credit Agreement dated April 1, 1994 by and between the
Company and AmSouth Bank N.A.
10.38 Trucking Contract dated May 2, 1988 by and between the Company
and USG Interiors, Inc.
- ----------------------
* Identifies each exhibit that is a "management contract or compensatory
plan or arrangement" required to be filed as an exhibit to this Annual
Report on Form 10-K pursuant to Item 14(c) of Form 10-K.
9
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BOYD BROS. TRANSPORTATION INC.
By: /s/ DONALD G. JOHNSTON
-------------------------------------
Donald G. Johnston
President and Chief Executive
Officer
Date: March 20, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ DONALD G. JOHNSTON President, Chief Executive March 20, 1997
- ------------------------------ Officer and Director (Principal
Donald G. Johnston Executive Officer)
/s/ RICHARD C. BAILEY Chief Financial Officer and March 20, 1997
- ------------------------------ Director (Principal Financial
Richard C. Bailey and Accounting Officer)
/s/ DEMPSEY BOYD Chairman and Director March 20, 1997
- ------------------------------
Dempsey Boyd
/s/ GLYN E. NEWTON Director March 24, 1997
- ------------------------------
Glyn E. Newton
/s/ W. WYATT SHORTER Director March 24, 1997
- ------------------------------
W. Wyatt Shorter
/s/ PAUL G. TAYLOR Director March 20, 1997
- ------------------------------
Paul G. Taylor
/s/ BOYD WHIGHAM Director March 20, 1997
- ------------------------------
Boyd Whigham
13
Exhibit Index
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
13 Those portions of the Company's Annual Report to
Stockholders for the year ended December 31, 1996
that are specifically incorporated herein by
reference . . . . . . . . . . . . . . . . . . . . . .
23 Consent of Deloitte & Touche LLP . . . . . . . . . .
27 Financial Data Schedule (for SEC use only) . . . . .