Exhibit 99.1
Boyd Bros. Transportation Reports First Quarter 2004 Results;
Company Provides Update On Proposed Merger With
BBT Acquisition Corporation
CLAYTON, Ala.--(BUSINESS WIRE)--May 5, 2004--Boyd Bros.
Transportation Inc. (NASDAQ/SmallCap: BOYD) today reported financial
results for the first quarter ended March 31, 2004. For the quarter,
the Company's operating revenues rose 6% to $34,617,390 from
$32,577,476 in the year-earlier quarter. Pre-tax income for the first
quarter was $647,633 compared with $6,850 in the same period last
year. Net income for the first quarter of 2004 was $383,967 or $0.13
per diluted share compared with $4,185 or $0.00 per diluted share in
the same quarter of 2003.
The Company's higher operating revenues for the periods reported
reflected increases within its Boyd division, which is structured
primarily using company-owned drivers, and its WTI division, which
operates primarily using owner-operators, both resulting from higher
freight revenue and fuel surcharges compared with year-earlier
amounts. For the Company, operating revenues included total fuel
surcharges of $1,429,115 and $991,564 in the first quarter of 2004 and
2003, respectively. Revenue from the Company's logistics division also
increased to $2,828,088 for the first quarter ended March 31, 2004,
versus $2,738,900 in the year-earlier period.
"We are pleased to announce continued momentum in our operations
during the first quarter of 2004, as our top-line growth outpaced the
cost pressures we saw in several areas, particularly for fuel and
operating supplies," said Gail B. Cooper, President and Chief
Executive Officer. "These results helped us achieve an improved
operating ratio for the quarter and, combined with lower interest
expense, produced solid earnings for the quarter - significantly ahead
of prior-year results and continuing the stronger performance we
witnessed in the final quarter of 2003. Despite this progress, we
remain concerned about the potentially dampening effect that higher
fuel costs may have on the general economy in the months ahead and the
related impact on overall freight levels and our own profitability."
Separately, the Company announced that a commitment for financing
for the previously announced merger transaction between BBT
Acquisition Corporation and the Company had been entered into by the
parties. The commitment, which is subject to completion of the
lender's due diligence and customary conditions, also provides for
financing of the ongoing operations of the surviving corporation
following the merger. BBT Acquisition is controlled by Dempsey Boyd,
the founder of the Company, Gail B. Cooper, the President and Chief
Executive Officer of the Company, Frances S. Boyd and Ginger B. Tibbs,
and together they hold approximately 72% of the Company's outstanding
common stock. The Agreement and Plan of Merger between BBT Acquisition
and the Company provides for the merger of BBT Acquisition into the
Company with the Boyd family owning all of the stock in the surviving
corporation and each stockholder of the Company (other than BBT
Acquisition and the Boyd family) receiving $7.00 in cash for each
share of Company common stock owned at the time of the merger.
The Company also announced that it has signed an amendment to the
merger agreement extending its termination date until June 30, 2004,
from April 30, 2004. The transaction remains subject to the completion
of financing arrangements, approval by a majority of the Company's
stockholders, and certain other customary closing conditions.
The announcement concerning the financing commitment and the
amendment of the merger agreement described above is neither a
solicitation of a proxy, an offer to purchase nor a solicitation of an
offer to sell shares of the Company. The Company intends to file and
deliver all forms, proxy statements, notices and documents required
under state and federal law with respect to the merger. The Company
has filed preliminary proxy materials with the Securities and Exchange
Commission for the special meeting of stockholders to be held to vote
on the proposed merger. Upon satisfactory completion of the
Commission's review and comment on the preliminary proxy materials,
the Company will call a special meeting of its stockholders to vote on
the merger and will file with the Commission and mail to the Company's
stockholders definitive proxy materials. The definitive proxy
materials will contain important information regarding the merger,
including the recommendation of the Company's Board of Directors with
respect to the merger. Stockholders are advised to read the definitive
proxy materials, including the proxy statement and the merger
agreement, before making any decisions regarding the merger. Copies of
the definitive proxy materials, and any amendments or supplements
thereto, will be available without charge on the Commission's website
at www.sec.gov.
The Company, Mr. Boyd, BBT Acquisition Corporation and the
Company's executive officers and directors may be deemed to be
participants in the solicitation of the stockholders of the Company
with respect to the transactions contemplated by the merger agreement.
Information concerning the direct or indirect interests of such
executive officers or directors is included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003, filed
with the Commission on March 26, 2004 and will be contained in the
proxy materials relating to the transaction. The Company's Annual
Report on Form 10-K is available, free of charge, on the Commission's
website at www.sec.gov.
Boyd Bros. Transportation Inc. is one of the largest flatbed
trucking companies in the United States. The Company provides
transportation services to high-volume, time-sensitive customers,
primarily in the steel and building materials industries, and operates
throughout most of the continental United States. For more information
about the Company, visit Boyd Bros. on the Internet at
www.boydbros.com.
With the exception of historical information, the matters
discussed and statements made in this release constitute
forward-looking statements and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Specifically, this release contains forward-looking statements with
respect to expectations regarding the freight business and the economy
and results in future quarters and for the year. Whenever possible,
the Company has identified these forward-looking statements (as
defined in Section 21E of the Securities Exchange Act of 1934) by
words such as "anticipates," "may," "believes," "estimates,"
projects," "expects" and "intends" and words of similar import.
Forward-looking statements contained in this release involve certain
assumptions, risks and uncertainties that could cause actual results
to differ materially from those included in or contemplated by the
statements. In particular, there can be no assurance that business
conditions and the economy will improve, including the transportation
and construction sectors in particular; that costs associated with
increased insurance and claims costs, and liability claims for which
the Company is self-insured will not have a material adverse affect on
the Company; that the Company will be able to recruit and retain
qualified drivers; that the Company will be able to control internal
costs, particularly rising fuel costs that may or may not be passed on
to the Company's customers; that departures and defaults by
owner-operators will not have a material adverse affect on the
Company; that the cost of complying with governmental regulations that
are applicable to the Company will not have a material adverse affect
on the Company; that the financing for the proposed merger transaction
provided for in the referenced commitment letter will be consummated;
or that the proposed merger of BBT Acquisition Corporation with and
into the Company will be successfully completed. These assumptions,
risks and uncertainties include, but are not limited to, those
discussed or indicated in all documents filed by the Company with the
Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2003. The Company
expressly disclaims any obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
BOYD BROS. TRANSPORTATION INC.
Unaudited Consolidated Statements of Income
Three Months Ended
March 31,
----------------------------
2004 2003
------------ ------------
Operating revenues $ 34,617,390 $ 32,577,476
Operating expenses 33,718,072 32,239,487
------------ ------------
Operating income 899,318 337,989
Other expense (251,685) (331,139)
------------ ------------
Income before provision for income
taxes 647,633 6,850
Provision for income taxes 263,666 2,665
------------ ------------
Net income $ 383,967 $ 4,185
============ ============
Net income per share - basic $ 0.14 $ 0.00
============ ============
Net income per share - diluted $ 0.13 $ 0.00
============ ============
Weighted average shares outstanding:
Basic 2,711,958 2,710,665
Diluted 2,950,653 2,842,739
BOYD BROS. TRANSPORTATION INC.
Unaudited Consolidated Balance Sheets
March 31,
----------------------------
2004 2003
------------ ------------
Current assets $ 19,316,590 $ 17,966,978
Property and equipment, net 52,070,929 53,127,937
Other assets 9,202,884 9,946,491
------------ ------------
Total assets $ 80,590,403 $ 81,041,406
============ ============
Current liabilities $ 22,664,242 $ 27,570,780
Long-term debt 19,039,027 15,617,172
Deferred income taxes 12,415,398 12,122,259
Stockholders' equity 26,471,736 25,731,195
------------ ------------
Total liabilities and stockholders'
equity $ 80,590,403 $ 81,041,406
============ ============
CONTACT: Boyd Bros. Transportation Inc., Clayton
Richard C. Bailey, 334-775-1221