1
Boyd Bros. Transportation Inc. and Subsidiary
Selected Financial Data
The following tables set forth selected financial data and selected pro forma
financial data of the Company. The selected financial data presented below for
the five-year period ended December 31, 1997, are derived from the Company's
audited financial statements. The data presented below should be read in
conjunction with "Management's Discussion and Analysis," the Consolidated
Financial Statements and Notes thereto.
Year Ended December 31,
1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
Statement of Operations Data:
Operating revenues $ 77,215 $ 65,523 $ 61,866 $ 59,132 $ 50,340
Operating expenses:
Salaries, wages and employee benefits 32,427 28,420 27,573 24,800 20,610
Non-cash compensation expense(1) -- -- -- -- 947
Operating supplies 20,832 19,550 17,156 15,042 13,180
Taxes and licenses 2,306 2,222 1,823 1,922 1,934
Insurance and claims 3,439 3,379 3,210 3,669 3,065
Communications and utilities 1,305 1,186 1,022 927 776
Depreciation and amortization 9,181 8,261 7,296 6,451 5,516
Rent 163 202 154 136 136
Cost of independent contractors 2,500 -- -- -- --
Gain on disposition of property and equipment, net (577) (805) (648) (410) (272)
Environmental remediation(2) (23) 19 (294) 800 --
Other 571 439 474 523 544
Total operating expenses 72,124 62,873 57,765 53,860 46,436
- ------------------------------------------------------------------------------------------------------------------------------
Operating income 5,091 2,650 4,101 5,272 3,904
Interest income 136 164 82 54 106
Interest expense (1,391) (1,408) (781) (806) (901)
Other -- -- -- 70 --
- ------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 3,836 1,406 3,402 4,590 3,109
Income taxes 1,519 579 1,227 6,544 47
- ------------------------------------------------------------------------------------------------------------------------------
Income (loss) before cumulative effect of accounting change 2,317 828 2,125 (1,954) 3,062
Cumulative effect of accounting change -- -- -- -- 157
- ------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 2,317 $ 828 $ 2,125 $ (1,954) $ 3,219
Basic and diluted net income (loss) per share $ .62 $ .22 $ .56 $ (.55) $ 1.07
Dividends paid(3) $ -- $ -- $ -- $ 2,525 $ 1,253
==============================================================================================================================
Pro Forma Income Data (Unaudited)(4):
Income before income taxes $ 4,590 $ 3,109
Pro forma income taxes 1,762 1,313
Pro forma net income $ 2,828 $ 1,796
Pro forma net income per share $ .80 $ .60
==============================================================================================================================
(1) Reflects non-cash compensation expense attributable to stock options
previously granted to the Chairman of the Board and the President of
the Company.
(2) Reflects an operating expense (credit) accrued for environmental
remediation during 1995.
(3) Distributions primarily to fund tax liabilities resulting from the
Company's S Corporation status were made to the
2
Company's stockholders in each year between 1990 and 1994, prior to the
termination of the Company's S Corporation status on March 30, 1994.
(4) Between January 1, 1987 and March 30, 1994, the Company was treated as
an S Corporation for federal and certain state income tax purposes. As
a result, the Company's taxable earnings for 1989 through 1993, and the
first quarter of 1994, were taxed for federal and certain state income
tax purposes directly to the Company's then-existing stockholders. On
March 30, 1994, the Company terminated its S Corporation status and
became subject to federal and certain additional state income taxes.
For informational purposes, unaudited pro forma net income data is
provided for 1990 through 1994 to reflect an adjustment for a provision
for federal and state income taxes as if the Company had not been
treated as an S Corporation during those periods. The pro forma net
income data do not give effect to the non-cash charge of approximately
$5.5 million in recognition of deferred income taxes that resulted from
the termination of the Company's S Corporation status.
3
Boyd Bros. Transportation Inc. and Subsidiary
Selected Financial Data
December 31,
1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Balance Sheet Data:
Working capital (deficit) $ 3,785 $ 2,495 $ 2,676 $ 768 $ (107)
Net property and equipment 48,859 44,593 37,188 33,184 30,452
Total assets 71,526 57,262 48,892 41,480 38,888
Long-term debt, less current maturities 19,252 15,198 9,228 6,143 11,875
Total liabilities 42,071 33,374 24,903 19,616 20,403
Stockholders' equity 29,455 23,888 23,989 21,864 18,405
Selected Operating Data:
The following table sets forth certain operating data regarding the Company.
Year Ended December 31,
1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
Operating ratio 93.41% 95.95% 93.37% 91.08% 92.24%
Average length of haul in miles 663 677 694 687 671
Average number of truckloads per week 1,908 1,607 1,470 1,457 1,252
Average revenues per total mile $ 1.17 $ 1.14 $ 1.14 $ 1.15 $ 1.13
Equipment at period end:
Tractors 950 575 522 480 415
Trailers 1,227 916 875 830 723
4
Boyd Bros. Transportation Inc. and Subsidiary
Management's Discussion and Analysis
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, 1997. This discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere herein.
General
The Company was founded in 1956 by Dempsey Boyd and his brothers as a small
regional flatbed trucking operation with three tractors. Since that time, the
Company has grown to one with 950 tractors and 1,227 trailers operating in the
eastern two-thirds of the United States. Historically, the Company has 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 concomitant increase in capital
expenditures typically related to owned equipment, the Company began adding
owner/operators to its fleet. The Company then accelerated the implementation of
this strategy in December 1997 with the acquisition of Welborn Transport, Inc.,
which specializes in short-haul routes using largely an owner/operated fleet.
The Company operated as an S Corporation from January 1, 1987 through March 30,
1994. As a result, the net taxable income of the Company during such period was
taxed directly to the Company's stockholders rather than to the Company. The
Company terminated its S Corporation status on March 30, 1994, resulting in a
one-time non-cash charge of approximately $5.5 million in recognition of
deferred income taxes and a corresponding reduction in stockholders' equity.
Results of Operations
The following table sets forth the percentage relationship of the expense items
to operating revenues for the periods indicated.
Percentage of Operating Revenues
Year Ended December 31,
1997 1996 1995
Operating revenues 100.00% 100.00% 100.00%
---------------------------------------------------------------------------------------------------------
Operating expenses
Salaries, wages, and employee benefits 42.00 43.37 44.58
Operating supplies 28.67 29.84 27.73
Taxes and licenses 2.99 3.39 2.95
Insurance and claims 4.45 5.16 5.19
Depreciation and amortization 11.89 12.61 11.79
Purchased transportation 3.34 -- --
Gain on disposition of property and equipment, net (.78) (1.23) (1.05)
Other .95 2.81 2.18
---------------------------------------------------------------------------------------------------------
Total operating expenses 93.41 95.95 93.37
Operating income 6.59 4.04 6.63
Interest expense, net (1.62) (1.90) (1.13)
---------------------------------------------------------------------------------------------------------
Income before income taxes 4.97 2.14 5.50
Pro forma income taxes 1.97 .88 2.06
---------------------------------------------------------------------------------------------------------
Pro forma net income 3.00% 1.26% 3.43%
=========================================================================================================
5
COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996
Operating revenues for 1997 increased $11.7 million, or 17.8%, to $77.2 million
compared with $65.5 million for 1996. The increase resulted because of better
equipment utilization, the addition of 27 tractors, and the inclusion of Welborn
revenues for one month. The Company's operating ratio improved from 95.95% in
1996 to 93.41% in 1997. The lower operating ratio was due primarily to better
utilization of equipment and moderating fuel costs.
Operating supplies expense for 1997 increased $1.3 million, or 6.6%, to $20.8
million compared with $19.5 million for 1996. Operating supplies expense
increased at a slower rate than revenue because of lower fuel prices.
Maintenance costs on a per mile basis were down $.01, or 9.6%, due to lowering
the average age of the fleet.
Taxes and licenses expense for 1997 increased only $83,796, or 3.8%, over 1996.
Taxes and licenses increased at a slower rate than revenue because of the
addition during 1997 of owner/operators, who pay their own taxes and licenses.
Insurance and claims expense was up $59,946, or only 1.8%, from 1996 to 1997.
Lower insurance rates and positive claims experience contributed to the small
rate of increase.
Communications and utilities were up $119,317, or 10.1%, from 1996 to 1997.
Improved cost management contributed to the slower rate of increase compared
with revenue growth.
Depreciation and amortization expense was up $920,146, or 11.1%, from 1996 to
1997. The slower rate of growth compared with revenue was due to higher
utilization of equipment and the startup of the owner/operator program. The
Company had approximately 50 owner/operators at December 31, 1997. Additionally,
approximately 35 of these owner/operators entered into lease-purchase
arrangements with the Company, which resulted in these assets being removed from
the Company's depreciation records.
Gain on disposition of property and equipment was $576,750, down $229,050, or
28.4%, from 1996 to 1997. There were fewer equipment trades in 1997 compared
with 1996.
Other expenses were up $49,488, or 7.6%, over 1996, a slower rate than revenue
growth.
Interest expense (net of interest income) was up only $10,510, or 0.8%, a
negligible increase considering the Company's revenue growth rate. A significant
portion of the Company's debt is LIBOR-rate based, which has been significantly
lower during most of 1997.
Net income for 1997 was $2,316,847 compared with $827,617 for 1996.
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
Operating revenues for 1996 increased $3.7 million, or 5.9%, to $65.5 million
compared with $61.9 million for 1995. The increase resulted primarily from
additional tractors in use. The Company's operating ratio increased from 93.4%
in 1995 to 96.0% in 1996. The increased operating ratio was due primarily to
increases in fuel costs, maintenance and lower utilization of equipment.
Operating supplies expense for 1996 increased $2.4 million, or 14.0%, due
primarily to higher fuel costs. Additionally, maintenance and related costs were
higher. Salaries, wages and employee benefit expenses for 1996 increased by
$847,268, or 3.1%, to $28.4 million compared with $27.6 million for 1995. The
increase was less than the percentage increase in revenue due to a reduction in
non-driver personnel costs and headcount.
Insurance and claims expense for 1996 increased $169,115, or 5.3%, to $3.4
million compared with $3.2 million in 1995. The increase was less than the
percentage increase in revenue due primarily to a reduction in insurance
premiums.
Taxes and licenses increased $398,429, or 21.9%, due to having a newer fleet of
tractors. Depreciation and amortization expense increased $965,582, or 13.2%,
due primarily to lower utilization and the increase in tractor prices.
6
Environmental remediation expense was $19,408 in 1996 compared with a credit of
$293,652 in 1995. The initial estimate of remediation expense in 1994 was
substantially reduced in 1995.
Gain on sale of equipment increased $157,739, or 24.3%, in 1996 over 1995 due to
the sale of more equipment in 1996 as opposed to 1995.
Interest expense, net increased $545,290, or 78.0%, in 1996 over 1995. Long-term
debt increased substantially due to the purchase and trade-in of an increased
number of tractors.
Net income for 1996 was $827,617 compared with $2,124,658 for 1995.
Liquidity and Capital Resources
The growth of the Company's business and maintenance of its modern fleet have
required significant investments in new tractors and trailers, and has been
financed largely through long-term debt. Capital expenditures, net of proceeds
from disposals of property and equipment, were approximately $11.5 million in
1997, compared with $14.9 million in 1996. At December 31, 1997, the Company had
long-term debt (including current portions) of $25.2 million, which was
primarily incurred to purchase revenue equipment. Approximately $3.3 million of
this debt was incurred in connection with the Welborn acquisition. Management
anticipates increasing the Company's fleet by approximately 75 tractors in 1998,
net of replacements, at an anticipated cost of approximately $11.8 million.
Management expects to finance such equipment purchases through equipment
financing arrangements with various lenders.
Net cash flow provided by operating activities was approximately $8.2 million
during 1997 compared with approximately $11.4 million in 1996. The Company had a
working capital surplus of $3.8 million at December 31, 1997.
Historically, the Company has relied on cash generated from operations to fund
its working capital requirements. However, the Company has a bank line of credit
permitting short-term borrowings of up to $1.5 million. The revolving line of
credit is collateralized by accounts receivable and inventory. Interest on the
borrowings is at the prime rate less 0.125%.
Additionally, Welborn has $1.75 million outstanding in lines of credit under a
commercial revolving note, expiring May 30, 1998, bearing interest at the bank's
30-day LIBOR rate plus 225 basis points, for an effective rate of 8.06%.
In January 1996, the Company implemented a stock repurchase program based on
management's belief that, at then current market prices, the common stock
represented a sound investment for the Company's corporate funds. Pursuant to
the repurchase program, the Company purchased 122,300 shares of the common stock
in open market or negotiated transactions during 1996, for an aggregate purchase
price of $928,500. The Company funded such purchases using working capital and
borrowing under its line of credit. No stock repurchases were made during 1997.
The Company currently has outstanding letters of credit, totaling approximately
$2.1 million at December 31, 1997, to cover liability insurance claims and
self-insured workers' compensation programs. Annual commitment fees relating to
those letters of credit do not exceed 1.5% of the face amounts thereof.
Management believes that cash flow from future operations and borrowings
available under its lines of credit will be sufficient to meet its needs for
working capital for the foreseeable future. Over the long term, the Company will
continue to have significant capital requirements which may require the Company
to seek additional borrowings or equity capital. The availability of debt
financing or equity capital will depend upon prevailing market conditions, the
market price of the Common Stock and other factors over which the Company has no
control, as well as the Company's financial condition and results of operations.
7
Year 2000 Compliance
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the year 2000 compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information.
In 1997, the Company completed a conversion and modification from existing
systems and software to programs that are year 2000 compliant. As of December
31, 1997, management has determined that the conversion and testing of all
significant systems is complete. All internal and external costs associated with
the Company's year 2000 compliance activities were expensed as incurred. These
costs were not material to the Company's consolidated financial statements.
The Company has plans to communicate with significant customers, vendors and
other third parties with which it does significant business to determine their
year 2000 compliance readiness. However, there can be no guarantee that the
systems of other entities will be timely converted, or that their failure to
convert, or a conversion that is incompatible with the Company's systems, will
not have an adverse effect on the Company.
Seasonality
In the trucking industry, results of operations show a seasonal pattern because
customers generally reduce shipments during the winter season, and the Company
does experience some seasonality due to the open, flatbed nature of its
trailers. The Company has at times experienced delays in meeting its shipping
schedules as a result of severe weather conditions, particularly during the
winter months. In addition, the Company's operating expenses have historically
been higher in the winter months due to decreased fuel efficiency and increased
maintenance costs in colder weather.
8
Boyd Bros. Transportation Inc. and Subsidiary
Consolidated Balance Sheets
December 31,
1997 1996
- -----------------------------------------------------------------------------------------------------------
Assets
CURRENT ASSETS:
Cash and cash equivalents $ 3,417,174 $ 3,593,206
Short-term investments 250,000 100,000
Accounts receivable (less allowance for doubtful
accounts of $237,000 in 1997 and $125,000 in 1996):
Trade and interline 9,415,737 5,541,471
Other 117,034 274,876
Current portion of net investment in sales-type leases (Note 4) 508,829 --
Refundable income taxes -- 579,573
Inventories 263,352 230,920
Prepaid tire expense 904,381 711,208
Other prepaid expenses 1,387,587 761,324
Deferred income taxes (Note 8) 174,587 530,623
Total current assets 16,438,681 12,323,201
- -----------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:
Land and land improvements 1,046,245 1,082,510
Buildings 3,278,527 3,240,496
Revenue equipment (Note 5) 58,668,742 51,513,665
Other equipment 9,435,642 8,111,012
Leasehold improvements 339,944 406,577
- -----------------------------------------------------------------------------------------------------------
Total 72,769,100 64,354,260
Less accumulated depreciation and amortization 23,910,352 19,761,532
Property and equipment, net 48,858,748 44,592,728
- -----------------------------------------------------------------------------------------------------------
OTHER ASSETS:
Net investment in sales-type leases (Note 4) 1,656,490 --
Goodwill net of accumulated amortization of $16,778 (Note 2) 4,459,222 --
Deposits and other assets 112,861 346,050
Total other assets 6,228,573 346,050
- -----------------------------------------------------------------------------------------------------------
TOTAL $71,526,002 $57,261,979
===========================================================================================================
Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 5) $ 5,914,785 $ 4,625,204
Revolving line of credit (Note 5) 1,021,849 --
Accounts payable - trade and interline 1,517,218 2,122,561
Income taxes 230,327 --
Accrued liabilities:
Self-insurance claims (Note 6) 2,122,182 2,203,999
Salaries and wages 1,069,515 465,665
Other 778,148 411,206
- -----------------------------------------------------------------------------------------------------------
Total current liabilities 12,654,024 9,828,635
LONG-TERM DEBT (Note 5) 19,251,702 15,197,840
DEFERRED INCOME TAXES (Note 8) 10,165,682 8,347,757
Total liabilities 42,071,408 33,374,232
- -----------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (Notes 5 and 7):
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; 4,094,640 and
3,700,688 shares issued and outstanding in 1997 and 1996, respectively 4,095 3,701
Additional paid-in capital 17,030,222 13,780,616
Retained earnings 12,420,277 10,103,430
Total stockholders' equity 29,454,594 23,887,747
- -----------------------------------------------------------------------------------------------------------
TOTAL $71,526,002 $57,261,979
===========================================================================================================
See notes to consolidated financial statements.
9
Boyd Bros. Transportation Inc. and Subsidiary
Consolidated Statements of Income
For The Years Ended December 31,
1997 1996 1995
- ------------------------------------------------------------------------------------------------------
OPERATING REVENUES (Note 9) $ 77,214,629 $ 65,523,412 $ 61,865,851
- ------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Salaries wages and employee benefits (Note 3) 32,427,094 28,419,881 27,572,613
Cost of independent contractors 2,499,877 -- --
Operating supplies 20,831,643 19,549,827 17,155,929
Taxes and licenses 2,305,506 2,221,710 1,823,281
Insurance and claims 3,438,761 3,378,815 3,209,700
Communications and utilities 1,305,448 1,186,131 1,021,927
Depreciation and amortization 9,181,399 8,261,253 7,295,671
Gain on disposition of property and equipment net (576,750) (805,800) (648,061)
Other 711,098 661,110 334,015
- ------------------------------------------------------------------------------------------------------
Total operating expenses 72,124,076 62,872,927 57,765,075
- ------------------------------------------------------------------------------------------------------
OPERATING INCOME 5,090,553 2,650,485 4,100,776
- ------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSES):
Interest income 135,819 164,363 82,018
Interest expense (1,390,455) (1,408,489) (780,854)
- ------------------------------------------------------------------------------------------------------
Other expenses, net (1,254,636) (1,244,126) (698,836)
- ------------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES 3,835,917 1,406,359 3,401,940
- ------------------------------------------------------------------------------------------------------
PROVISION (BENEFIT) FOR INCOME TAXES (Note 8):
Current 995,000 (602,915) 145,529
Deferred 524,070 1,181,657 1,131,753
- ------------------------------------------------------------------------------------------------------
Total provision for income taxes 1,519,070 578,742 1,277,282
- ------------------------------------------------------------------------------------------------------
NET INCOME $ 2,316,847 $ 827,617 $ 2,124,658
======================================================================================================
BASIC AND DILUTED NET INCOME PER SHARE $ 0.62 $ 0.22 $ 0.56
======================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 3,726,591 3,726,496 3,823,000
======================================================================================================
See notes to consolidated financial statements.
10
Boyd Bros. Transportation Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
For The Years Ended December 31,
- ------------------------------------------------------------------------------------------------------
Additional
Common Paid-in Retained
Stock Capital Earnings Total
- ------------------------------------------------------------------------------------------------------
BALANCE JANUARY 1, 1995 $ 3,823 $ 14,708,994 $ 7,151,155 $ 21,863,972
Net income -- -- 2,124,658 2,124,658
- ------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1995 3,823 14,708,994 9,275,813 23,988,630
Purchase and retirement of common stock (122) (928,378) -- (928,500)
Net income -- -- 827,617 827,617
- ------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1996 3,701 13,780,616 10,103,430 23,887,747
Issuance of common stock (Note 2) 394 3,249,606 -- 3,250,000
Net income -- -- 2,316,847 2,316,847
- ------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1997 $ 4,095 $ 17,030,222 $12,420,277 $ 29,454,594
======================================================================================================
See notes to consolidated financial statements.
11
Boyd Bros. Transportation Inc. and Subsidiary
Consolidated Statements of Cash Flows
For The Years Ended December 31,
1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income $ 2,316,847 $ 827,617 $ 2,124,658
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,181,399 8,261,253 7,295,671
Gain on disposal of property and equipment, net (576,750) (805,800) (648,061)
Provision for deferred income taxes 524,070 1,181,657 1,131,753
Changes in assets and liabilities which provided (used) cash:
Accounts receivable (3,716,424) 805,570 (2,212,454)
Refundable income taxes 579,573 581,738 (860,543)
Other current assets (851,868) (9,950) (156,920)
Deposits and other assets 233,189 (30,038) (54,012)
Accounts payable - trade and interline (605,343) 1,190,036 165,309
Accrued liabilities and other current liabilities 1,119,302 (607,128) (643,341)
Net cash provided by operating activities 8,203,995 11,394,955 6,142,060
- ---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of short-term investments (150,000) -- --
Payments received on lease payments 43,374 -- --
Capital expenditures:
Revenue equipment (15,341,667) (20,981,024) (11,452,497)
Other property and equipment (1,995,791) (838,881) (1,882,879)
Proceeds from disposals of property and equipment 5,948,765 6,959,399 2,663,850
Net cash used in investing activities (11,495,319) (14,860,506) (10,671,526)
- ---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Purchase of common stock -- (928,500) --
Proceeds under line of credit 1,021,849 -- --
Proceeds from long-term debt 17,830,191 18,411,485 10,457,052
Principal payments on long-term debt (15,736,748) (11,906,138) (5,731,221)
Net cash provided by financing activities 3,115,292 5,576,847 4,725,831
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (176,032) $ 2,111,296 $ 196,365
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR 3,593,206 1,481,910 1,285,545
- ---------------------------------------------------------------------------------------------------------------------------
END OF YEAR $ 3,417,174 $ 3,593,206 $ 1,481,910
===========================================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
Interest $ 1,254,636 $ 1,350,568 $ 775,495
===========================================================================================================================
Income taxes, net of refunds $ 30,469 $ (943,351) $ 1,043,207
===========================================================================================================================
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of Welborn Transport Inc. (See Note 2)
Net investment in sales-type leases $ 2,165,063
===========================================================================================================================
See notes to consolidated financial statements.
12
Boyd Bros. Transportation Inc. and Subsidiary
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 in 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 accompanying financial statements include the
accounts of the Company and its wholly owned subsidiary. All material
intercompany items have been eliminated in consolidation.
ACCOUNTING ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles 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.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand, cash
on deposit and highly liquid investments with a maturity of three months or less
at purchase date.
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.
TIRES IN SERVICE - Tires placed in service on newly purchased revenue equipment
are carried at cost and depreciated over their useful lives, estimated to be
eighteen months. The undepreciated cost of tires is included in prepaid tire
expense.
INVENTORIES - Parts and supplies are stated at the lower of cost or market.
PROPERTY AND EQUIPMENT - Property and equipment is stated at 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 - 25 years
Revenue equipment 5 - 7 years
Other equipment 3 - 10 years
Leasehold improvements 5 - 20 years
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 year of disposal.
GOODWILL - Goodwill is amortized over 20 years using the straight-line method.
The Company periodically reviews goodwill to assess recoverability, and
impairments would be recognized in operating results if a permanent diminution
in value were to occur.
CLAIMS - The Company accrues estimates for the uninsured portion of claims
relating to the Company's insurance programs (see Note 6).
REVENUE RECOGNITION - Operating revenue and related costs are recognized on the
date shipments are delivered by the Company.
NET INCOME PER SHARE - In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
128, Earnings Per Share. SFAS No. 128 replaces the presentation of primary
earnings per share with a presentation of basic earnings per share, requires
dual presentation of basic and diluted earnings per share on the face of the
income statement for all entities with complex capital structures, and provides
guidance on other computational changes. The Company adopted this statement for
all periods presented in the accompanying consolidated statements of income.
RECLASSIFICATIONS - Certain reclassifications have been made to the 1996 and
1995 consolidated financial statements to conform to the 1997 presentation.
13
RECENTLY ISSUED ACCOUNTING STANDARDS - In June 1997, the FASB issued SFAS No.
130, Reporting Comprehensive Income, and SFAS No. 131, Disclosures About
Segments of an Enterprise and Related Information, both of which will be
effective for the Company in fiscal 1998. Management does not expect the
adoption of these Statements to have a material impact on the Company's
financial statements and disclosures.
2. Acquisition
On December 8, 1997, the Company acquired Welborn Transport, Inc. ("Welborn")
for a total purchase price of $6,631,000, including direct acquisition costs.
The acquisition was accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the acquisition
date. Goodwill totaling $4,476,000 was recognized on the acquisition equal to
the excess of the price paid over the estimated fair value of the net assets
acquired. The consolidated statements of income include the results of Welborn's
operations from its acquisition date forward. The estimated fair value of assets
acquired and liabilities assumed in this acquisition is summarized as follows:
Fair value of assets acquired $11,985,000
Less liabilities assumed 5,354,000
-----------------------------------------------------------------------
$ 6,631,000
=======================================================================
Consideration consisted of:
Fair value of common stock issued $ 3,250,000
Issuance of notes payable to stockholders (Note 5) 3,250,000
Amounts paid or accrued for acquisition costs 131,000
-----------------------------------------------------------------------
Total purchase price $ 6,631,000
=======================================================================
The following unaudited pro forma consolidated results of operations for the
years ended December 31, 1997 and 1996 have been prepared as though the
acquisition occurred as of January 1, 1996:
1997 1996
-------------------------------------------------------------------------
Operating revenues $105,551,554 $88,875,373
Net income 2,119,420 1,128,198
Basic and diluted net income per share .52 .27
The unaudited pro forma consolidated results of operations have been prepared
for comparative purposes only and do not purport to be indicative of the actual
results that would have been achieved had the acquisition taken place as of
January 1, 1996, or in the future.
3. 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,
1997, 1996, and 1995 were $151,527, $233,444, and $218,496, respectively.
4. Leases
OPERATING LEASES - The Company leases certain terminal buildings, land and
equipment under agreements which expire at various dates through 2001. 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 with an initial or
remaining noncancelable lease term of more than one year are as follows:
Year
1998 $194,851
1999 186,796
2000 165,162
2001 13,200
-----------------------------------------------------------------------
Total $560,009
=======================================================================
14
Total rental expense for all operating leases totaled $112,243, $98,648, and
$96,300 for the years ended December 31, 1997, 1996 and 1995, respectively.
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 four years and are collateralized by a security
interest in the related revenue equipment. There is no residual value accruing
to the Company at the end of the lease term.
The components of the net investment in sales-type leases at December 31, 1997
are as follows:
Minimum lease payments receivable $3,360,117
Allowance for uncollectibles (380,000)
-----------------------------------------------------------------------
Net minimum lease payments receivable 2,980,117
Unearned interest income (814,798)
-----------------------------------------------------------------------
Net investment in sales-type leases 2,165,319
Less current portion 508,829
-----------------------------------------------------------------------
Net amount due after one year $1,656,490
=======================================================================
At December 31, 1997, minimum lease payments receivable are approximately
$877,000 in 1998, 1999 and 2000, and $729,000 in 2001.
5. Long-Term Debt
Long-term debt at December 31, 1997 and 1996 is summarized as follows:
1997 1996
-------------------------------------------------------------------------------------
Revenue equipment obligations:
LIBOR plus 1.25% (7.06% - 1997 and 6.81% - 1996)
note payable in monthly installments through
December 2002 $19,820,760 $19,823,044
7.35% note payable in monthly installments
through January 2000 1,549,652 --
7.16% note payable in monthly installments
through March 2001 198,890 --
LIBOR plus 2% (7.81%) note payable in monthly
installments through October 2003 314,011 --
Note payable to stockholders 3,250,000 --
Other 33,174 --
-------------------------------------------------------------------------------------
Total 25,166,487 19,823,044
Less current maturities 5,914,785 4,625,204
-------------------------------------------------------------------------------------
Long-term debt exclusive of current maturities $19,251,702 $15,197,840
=====================================================================================
Revenue equipment obligations are collateralized by revenue equipment.
The $3,250,000 note payable to stockholders (see Note 2) was paid on January 2,
1998, and refinanced with a bank. The new note is payable in minimum annual
installments of $464,286 through 2005 and bears interest at LIBOR plus 1.5%.
Accordingly, this note has been classified as long-term in the accompanying
consolidated balance sheets.
Long-term debt is scheduled to mature as follows:
Year
1998 $ 5,914,785
1999 5,969,284
2000 5,196,946
2001 4,579,051
2002 2,577,851
Thereafter 928,570
-----------------------------------------------------------------------
Total $25,166,487
=======================================================================
15
The Company has $1,750,000 in lines of credit under a commercial revolving note,
expiring May 30, 1998, bearing interest at the bank's 30 day LIBOR rate plus
2.25% (1997 - 8.06%). The amounts borrowed under this line of credit were
$1,021,849 and $0 at December 31, 1997 and 1996, respectively.
The Company also has a $1,500,000 line of credit under a commercial revolving
note, expiring April 24, 1998, bearing interest at prime less .125%. This line
of credit was not utilized at December 31, 1997 and 1996.
Covenants under these loan agreements require the Company, among other things,
to maintain a tangible net worth of $14,800,000, as defined, and to maintain
certain financial ratios. The Company was in compliance with these financial
covenants at December 31, 1997.
The fair value of long-term debt approximates its carrying value and was
estimated using a discounted cash flow analysis, based on the borrowing rate
currently available to the Company for bank loans with similar terms and average
maturities.
6. Commitments and Contingencies
The Company is currently self-insured as follows:
Retention Amount
Per Occurrence
-------------------------------------------------------------------------
Liability - bodily injury and property damage $10,000 to 100,000
Employee medical and hospitalization 10,000 to 100,000
Cargo loss and damage 10,000
Collision 2,500
Environmental losses No limit
The above retention amounts represent rates which were negotiated with the
Company's insurance carriers at December 31, 1997. For claims prior to 1997, the
Company had a retention amount per occurrence under workers' compensation of
$300,000. Retention amounts under other previous insurance programs may vary
from those stated above. At December 31, 1997, the Company has recorded
liabilities for retention amounts related to claims under previous insurance
coverage.
The Company has excess primary coverage on a per claim and aggregate basis
beyond the deductible levels and also maintains umbrella policies to supplement
the primary liability coverage.
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.
The Company has outstanding letters of credit at December 31, 1997, totaling
approximately $2,055,000 to cover liability insurance claims and self-insured
workers' compensation programs, and to purchase revenue equipment.
There are sundry claims and suits pending against the Company in the ordinary
course of business. In the opinion of the Company's management, any ultimate
liability in these matters will have no material adverse effect on the
operations or financial position of the Company.
7. 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.
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. The options are exercisable in increments over a five-
16
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 1995, 1996, or
1997.
Information regarding the Plan is summarized below:
Weighted Weighted
Average Average
Exercise Fair Value
Shares Price at Grant Date
--------------------------------------------------------------------------
Shares under option:
Outstanding at January 1, 1995 243,900 $11.00 --
Options granted in 1995 73,000 11.00 $ 8.56
Options terminated (25,950) 11.00 --
--------------------------------------------------------------------------
Outstanding at December 31, 1995 290,950 11.00 --
Options granted in 1996 64,500 7.84 6.14
Options terminated (97,050) 10.97 --
--------------------------------------------------------------------------
Outstanding at December 31, 1996 258,400 10.22 --
Options granted in 1997 92,500 7.94 6.12
Options terminated (27,550) 9.61 --
--------------------------------------------------------------------------
323,350 $ 9.62 --
==========================================================================
The number of stock options exercisable was 117,310, 77,960, and 43,490 at
December 31, 1997, 1996 and 1995, respectively. Stock option shares available
for future grants at December 31, 1997 was 10,700.
SFAS No. 123, Accounting for Stock-Based Compensation, 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 fair value of the stock at the grant date. As such, no compensation
expense is recorded in the accompanying consolidated financial statements.
The following table summarizes information about fixed stock options as of
December 31, 1997:
Options Outstanding Options Exercisable
----------------------------------------------------------------------------------------
Weighted
average Weighted
remaining Weighted average
Range of Number contract average Number exercise
exercise price outstanding life exercise price exercisable price
-----------------------------------------------------------------------------------------
$6.00 - $11.00 323,350 6.7 years $9.62 117,310 $10.72
Had compensation cost for the Company's stock option plan been determined based
upon the fair value at the grant date for options awarded in 1997, 1996 and 1995
under this plan consistent with the methodology prescribed under SFAS No. 123,
the Company's pro forma net income and basic and diluted net income per share
would have differed from the amounts reported as follows:
As Reported Pro Forma
1997 1996 1995 1997 1996 1995
----------------------------------------------------------------------------------------------------
Net income $2,316,847 $827,617 $2,124,658 $2,208,410 $696,085 $2,079,365
Basic and diluted net
income per share $ .62 $ .22 $ .56 $ .59 $ .19 $ .54
17
The fair value for options was estimated at the date of the grant using a
Black-Scholes option pricing model with the following weighted average
assumptions:
1997 1996 1995
--------------------------------------------------------------------------------
Risk-free interest rate 6.5% 6.5% 6.5%
Dividend yield 0% 0% 0%
Expected volatility 81.4% 82.6% 82.6%
Weighted average expected life 7 years 7 years 7 years
8. Income Taxes
The provision (credit) for income taxes for the years ended December 31, 1997,
1996 and 1995 consisted of the following:
1997 1996 1995
------------------------------------------------------------------
(in thousands)
Current:
Federal $ 957 $ (545) $ 125
State 38 (58) 20
------------------------------------------------------------------
Total current 995 (603) 145
------------------------------------------------------------------
Deferred:
Federal 371 1,019 979
State 153 163 153
------------------------------------------------------------------
Total deferred 524 1,182 1,132
------------------------------------------------------------------
Total provision for income taxes $ 1,519 $ 579 $ 1,277
==================================================================
Income tax expense for the years ended December 31, 1997, 1996 and 1995 differs
from the amounts computed by applying the federal statutory rate of 34% to
income before income taxes primarily due to state income taxes.
The Company has approximately $1,920,000 of state net operating loss
carryforwards for tax purposes available to offset future state taxable income
through 2011. The Company also has approximately $630,000 of alternative minimum
tax credit carryforwards available to offset future federal income tax.
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. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 1997 and
1996 are as follows:
1997 1996
-------------------------------------------------------------------------
(in thousands)
Deferred tax liabilities:
Tax over book depreciation $10,259 $ 8,746
Prepaid expenses deductible when paid 403 247
Capitalized tires 218 265
Cash basis to accrual basis adjustment 766 --
Other 23 31
-------------------------------------------------------------------------
Total deferred tax liabilities 11,669 9,289
=========================================================================
Deferred tax assets:
Accrued self insurance claims 494 865
Other accrued expenses not deductible until paid 145 142
Allowance for losses on receivables 180 47
State NOL carryforward 96 118
Alternative minimum tax credit carryforward 630 234
Other 133 66
Total deferred tax assets 1,678 1,472
-------------------------------------------------------------------------
Net deferred tax liabilities $ 9,991 $ 7,817
=========================================================================
18
The above amounts are reflected in the accompanying consolidated balance sheets
as:
1997 1996
----------------------------------------------------------------------
(in thousands)
Current assets $ 175 $ 531
Noncurrent liabilities 10,166 8,348
----------------------------------------------------------------------
Net deferred tax liabilities $ 9,991 $ 7,817
======================================================================
9. Major Customers
The Company does not believe that it is dependent upon any single customer.
Sales to the Company's largest customer amounted to 12%, 13% and 14% of
operating revenues during 1997, 1996 and 1995, respectively.
10. Quarterly Results Of Operations (Unaudited)
The following is a summary of the quarterly results of operations for the years
ended December 31, 1997 and 1996:
1997
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
----------------------------------------------------------------------------------------------
(in thousands, except per share data)
Operating revenues $ 17,197 $ 19,303 $ 19,574 $ 21,141
Operating income 745 1,484 1,711 1,151
Net income 270 673 790 584
Basic and diluted net income per share .07 .20 .21 .15
1996
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
----------------------------------------------------------------------------------------------
(in thousands, except per share data)
Operating revenues $ 14,929 $ 16,350 $ 17,529 $ 16,715
Operating income (loss) (101) 890 1,243 618
Net income (loss) (234) 307 507 248
Basic and diluted net income (loss) per share (.06) .08 .14 .07
19
Boyd Bros. Transportation Inc. and Subsidiary
Independent Auditors' Report
To the Board of Directors and Stockholders of Boyd Bros. Transportation Inc.:
We have audited the accompanying consolidated balance sheets of Boyd Bros.
Transportation Inc. and subsidiary as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1997. 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.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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, such consolidated financial statements present fairly, in all
material respects, the financial position of the companies at December 31, 1997
and 1996, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
February 13, 1998