<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ___________________
Commission File Number 0-23948
------------------------------------------------------
BOYD BROS. TRANSPORTATION INC.
(Exact name of Registrant as specified in its charter)
Delaware 63-6006515
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
3275 Highway 30, Clayton, Alabama 36016
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(334) 775-1400
--------------
(Registrant's telephone number, including area code)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) Yes X No __, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 10, 1999.
Common Stock, $.001 Par Value 3,525,385
----------------------------- ---------
(Class) (Number of Shares)
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page Number
Part I. Financial Information
<S> <C> <C>
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1999 and December 31, 1998................................3
Condensed Consolidated Statements of Income
Three- and six-month Periods Ended June 30, 1999 and 1998..........5
Condensed Consolidated Statements of Cash Flows
Six-month Periods Ended June 30, 1999 and 1998.....................6
Notes to Condensed Consolidated Financial Statements........................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders........................11
Item 5. Other Information..........................................................11
Item 6. Exhibits and Reports on Form 8-K...........................................12
Signatures..........................................................................13
</TABLE>
2
<PAGE> 3
BOYD BROS. TRANSPORTATION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 240,343 $ 1,361,664
Marketable securities 250,000 250,000
Accounts receivable:
Trade and interline 12,741,318 12,735,168
Other 1,686,323 170,094
Current portion of net investment in sales-type
lease 2,933,350 1,495,510
Inventories 396,504 263,943
Prepaid tire expense 764,916 838,900
Other prepaid expenses 3,514,825 2,059,490
Deferred income tax 694,091 644,712
----------- -----------
Total current assets 23,221,670 19,819,481
----------- -----------
PROPERTY AND EQUIPMENT:
Land and land improvements 2,263,326 2,262,486
Buildings 2,927,611 2,927,611
Revenue equipment 61,523,474 60,619,648
Other equipment 11,320,826 10,806,777
Leasehold improvements 355,789 339,994
----------- -----------
Total 78,391,026 76,956,516
Less accumulated depreciation and
amortization 27,547,812 28,265,861
----------- -----------
Property and equipment, net 50,843,214 48,690,655
----------- -----------
OTHER ASSETS
Net investment in sales-type lease 6,205,034 4,120,787
Goodwill 4,068,934 4,235,422
Deposits and other assets 333,867 181,081
----------- -----------
Total other assets 10,607,835 8,537,290
TOTAL $84,672,719 $77,047,426
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
BOYD BROS. TRANSPORTATION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---- ----
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $10,658,902 $ 7,833,286
Accounts payable - trade and interline 2,025,492 1,648,536
Income taxes 466,532 1,686,503
Accrued liabilities:
Self-insurance claims 2,363,687 2,132,042
Salaries and wages 1,061,215 957,710
Other 1,788,038 1,200,643
----------- -----------
Total current liabilities 18,363,866 15,458,720
LONG-TERM DEBT 24,677,603 18,049,490
DEFERRED INCOME TAXES 10,722,895 10,677,509
----------- -----------
Total liabilities 53,764,364 44,185,719
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value - 1,000,000
shares authorized; no shares issued and
outstanding
Common stock, $.001 par value - 10,000,000
shares authorized; 3,526,385
shares issued and
outstanding 3,527 4,070
Additional paid-in capital 12,834,943 16,864,622
Retained earnings 18,069,885 15,993,015
----------- -----------
Total stockholders' equity 30,908,355 32,861,707
----------- -----------
TOTAL $84,672,719 $77,047,426
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
BOYD BROS. TRANSPORTATION INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 33,247,123 $ 30,370,365 $ 63,285,123 $ 58,258,720
OPERATING EXPENSES:
Salaries, wages and
employee benefits 8,809,651 9,534,315 17,586,451 18,346,220
Cost of independent contractors 11,546,117 8,393,985 20,697,866 15,845,734
Fuel 2,631,914 2,758,124 5,186,589 5,420,946
Operating supplies 2,662,974 2,615,129 5,247,579 5,080,808
Taxes and licenses 662,214 603,906 1,311,912 1,187,903
Insurance and claims 1,489,174 1,137,257 3,028,290 2,499,589
Communications and utilities 358,691 368,080 724,741 797,880
Depreciation and amortization 2,727,119 2,435,141 5,352,869 4,893,021
Gain on disposition of
property and equipment, net (928,027) (137,675) (1,095,903) 7,380
Other 387,251 301,699 781,935 681,547
------------ ------------ ------------ ------------
Total operating expenses 30,347,078 28,009,961 58,822,329 54,761,028
------------ ------------ ------------ ------------
OPERATING INCOME 2,900,045 2,360,404 4,462,794 3,497,692
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES):
Interest income 27,605 15,887 47,638 43,717
Interest expense (535,464) (414,300) (974,668) (800,742)
Rental income (16,635) 19,250 (16,635) 19,250
------------ ------------ ------------ ------------
Other expenses, net (524,494) (379,163) (943,665) (737,775)
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES 2,375,551 1,981,241 3,519,129 2,759,917
PROVISION FOR INCOME TAXES 960,888 778,269 1,442,259 1,098,269
------------ ------------ ------------ ------------
NET INCOME $ 1,414,663 $ 1,202,972 $ 2,076,870 $ 1,661,648
============ ============ ============ ============
NET INCOME PER SHARE
(Basic and Diluted) $ 0.40 $ 0.29 $ 0.58 $ 0.41
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 3,533,274 4,094,628 3,568,197 4,094,628
============ ============ ============ ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
BOYD BROS. TRANSPORTATION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1999 1998
---- ----
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,076,870 $ 1,661,648
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,352,869 4,893,021
Net effect of sales-type leases on cost of independent
contractors (655,129) (378,352)
Gain on disposal of property and equipment, net (1,095,903) 7,380
Changes in assets and liabilities provided (used) cash:
Accounts receivable (1,522,379) (1,851,513)
Deferred income taxes (3,993) 402,150
Deposits and other assets 2,349,638 (884,899)
Accounts payable-trade and interline 376,956 328,457
Accrued liabilities and other current liabilities (297,426) 1,245,349
------------ -----------
Net cash provided by operating activities 6,581,503 5,423,241
------------ -----------
INVESTING ACTIVITIES:
Purchase of short-term investments -- 250,000
Payments received on sales type leases 1,330,938 500,820
Capital expenditures:
Revenue equipment (16,461,883) (2,155,888)
Other equipment (777,455) --
Proceeds from disposals of property and equipment 2,782,069 544,475
------------ -----------
Net cash used in operating activities (13,126,331) (860,593)
------------ -----------
FINANCING ACTIVITIES:
Purchase of common stock (4,030,222) --
Proceeds under line of credit -- 1,094,608
Payments under line of credit -- (636,000)
Proceeds from long-term debt 15,496,146 1,590,212
Principal payments on long-term debt (6,042,417) (7,407,058)
------------ -----------
Net cash provided by (used in) financing activities 5,423,507 (5,358,238)
------------ -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,121,321) (795,590)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,361,664 3,417,174
------------ -----------
BALANCE AT END OF PERIOD $ 240,343 $ 2,621,584
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid (received) during the year for:
Income taxes $ 2,662,230 $ 890,844
============ ===========
Interest $ 927,030 $ 757,025
============ ===========
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
Net investment in sales-type leases $ 1,321,954 $ 2,450,440
============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
BOYD BROS. TRANSPORTATION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all normal adjustments considered
necessary to present fairly the financial position of Boyd Bros. Transportation,
Inc. ("Boyd Bros." or the "Company") as of June 30, 1999, and results of the
operations for the three and six-month periods ended June 30, 1999 and 1998, and
cash flows for the six-month periods ended June 30, 1999 and 1998. Interim
results are not necessarily indicative of results for a full year.
The condensed consolidated financial statements and notes are presented
as permitted by Form 10-Q, and do not contain certain information included in
the Company's audited consolidated financial statements and notes for the fiscal
year ended December 31,1998.
The condensed consolidated financial statements and notes should be
read in conjunction with the summary of accounting policies and notes to the
financial statements included in the Company's Form 10-K for the year ended
December 31,1998.
2. FINANCIAL STATEMENTS
The condensed consolidated financial statements include the accounts of
Boyd Bros. and its wholly owned subsidiary, Welborn Transport, Inc. ("Welborn
Transport"). Boyd Bros. and Welborn Transport are referred to herein
collectively as the "Company". All significant intercompany balances,
transactions and stockholdings have been eliminated.
3. ENVIRONMENTAL MATTERS
The Company's operations are subject to certain federal, state and
local laws and regulations concerning the environment. Certain of the Company's
facilities are located in historically industrial areas and, therefore, there is
the possibility of environmental liability as a result of operations by prior
owners as well as the Company's use of fuels and underground storage tanks at
its regional service centers.
4. CAPITAL TRANSACTIONS
In February 1999, the Company's Board of Directors authorized a
program under which the Company may purchase up to 600,000 shares of its common
stock in open market or negotiated transactions. During the first six months of
1999, the Company repurchased 43,000 shares for $370,222 under this program. The
Company also repurchased 500,000 shares of its common stock from one of its
largest stockholders for $3,660,000.
5. ACCOUNTING STANDARDS NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, which is effective for fiscal
years beginning after June 15, 2000. It requires that an entity recognize all
derivative financial instruments as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
Company is currently evaluating this statement and has not yet determined its
impact on the Company's financial statements.
6. RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 consolidated
financial statements to conform to the 1999 presentation.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company, headquartered in Clayton, Alabama is a flatbed truckload
carrier that operates primarily throughout the eastern two-thirds of the United
States, hauling steel products and building materials. In these markets, Boyd
Bros. serves high-volume, time-sensitive shippers that demand time-definite
delivery.
Historically, the Company has owned its revenue equipment and operated
through employee-operators. The Company's expansion in the past, therefore, has
required significant capital expenditures which have been funded through secured
borrowings. During 1997, as a strategy to expand the Company's potential for
growth, the Company began adding owner/operators to its fleet. The Company then
accelerated the implementation of this strategy in December 1997 with the
acquisition of Welborn Transport which specializes in short-haul routes
using a largely owner/operator fleet.
RESULTS OF OPERATIONS
Operating revenues increased $2,876,758 or 9.5% for the three-month
period ended June 30, 1999 compared to the same period in 1998 due to increased
demand for the Company's services and higher rates. Revenue per truck increased
due to better utilization and reduced deadhead. Operating revenues increased
$5,026,403 or 8.6% for the six-month period ended June 30, 1999 compared to the
same period in 1998. The increase is due to greater demand for the Company's
services and increased revenue per truck due to better utilization and reduced
deadhead.
Total operating expenses increased $2,337,117 or 8.3% during the
three-month period ended June 30, 1999 compared to the three months ended June
30, 1998, a rate that corresponds to the increase in revenue for the period. The
operating ratio for the second quarter of 1999 was 91.3% compared to 92.2% for
the same period in 1998.
Salaries, wages and benefits decreased $724,664 or 7.6% compared to the
second quarter of 1998 from $9,534,315 to $8,809,651. The decrease in salaries
and wages is due to the increase in the owner/operator fleet. At June 30, 1999,
524 or 50% of the Company's power units were owner/operated versus 359 or 38% at
the same time last year. Fuel costs decreased $126,210 or 4.6% compared to the
second quarter of 1998 from $2,758,124 to $2,631,914. The increase in
owner/operator units and an increase in fuel efficiency accounted for the
decrease in fuel costs for the second quarter of 1999. As a percentage of
operating revenues, operating supplies decreased from 8.6% to 8.0% due to the
increase in the size of the owner/operator fleet. Insurance and claims increased
$351,917 or 30.9% compared to the second quarter of 1998 from $1,137,257 to
$1,489,174. Insurance and claims as a percentage of operating revenues increased
from 3.7% to 4.5%. The increase in insurance and claims was due to cargo claims
and also accident frequency. As a percentage of operating revenues,
communication and utilities decreased from 1.2% to 1.1% due to the increase in
the size of the owner/operator fleet and also a re-negotiated contract with a
major telecommunications company and also the implementation of an internal
monitoring program. Depreciation and amortization expense increased $291,978 or
12.0% compared to the second quarter of 1998 from $2,435,141 to $2,727,119. The
increase in depreciation and amortization expense is due to the purchase of new
revenue equipment. The gain on disposition of property and equipment, net was
$928,027 compared with a gain of $137,675 in the second quarter of 1998 due to
the Company's capital equipment replacement program. Cost of independent
contractors, or owner/operators, was $11,546,117 for the three months ended June
30, 1999 compared to $8,393,985 for the three months ended June 30, 1998. The
owner/operator fleet increased from 359 power units for the three months ended
June 30, 1998 to 524 power units for the period ended June 30, 1999. Interest
expense increased $121,164 or 29.2% compared to the second quarter of 1999 from
$414,300 to $535,464. The increase in interest expense is related to the
increase in debt incurred to finance revenue equipment, much of which was
subsequently leased to owner/operators.
8
<PAGE> 9
RESULTS OF OPERATIONS (CONTINUED)
Total operating expenses for the year-to-date period ended June 30,
1999 increased $4,061,301 or 7.4% compared to the same period last year. The
operating ratio year to date June 30, 1999 was 92.9% compared to 94.0% for the
same period last year. Operating supplies increased $166,761 or 3.3% during the
six-month period ended June 30, 1999 compared to the same period last year due
to an increase in over-the-road maintenance and tire costs and also training
costs. However, operating supplies costs decreased as a percentage of revenue
from 8.7% to 8.3%. Gain on sale of assets increased $1,103,283 due to the
ongoing replacement of revenue equipment.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for capital expenditures
and operating expenses, including labor costs, fuel costs and operating
supplies. Historically, the Company's primary sources of cash have been from
operations, bank borrowings and sales of common stock of the Company.
Accounts receivable trade and interline at June 30, 1999 increased
$6,150. This represents 15.0% of total assets at June 30, 1999 versus 16.5% of
total assets at December 31, 1998. The increase is due to the increase in sales
volume and does not represent a change in uncollectible accounts. The days of
revenue in accounts receivable for the period ended June 30, 1999 were 36.2
compared to 38.8 for the year ended December 31, 1998. The Company has not
recognized any significant bad debt expense in any of the periods represented
relating to trade receivables. The Company reserves for bad debts that are
related to the sale-leaseback transactions with its owner/operators. Bad debt
expense on such leases for the quarter ended June 30, 1999 was $518,247 compared
to $549,000 for the same period in 1998.
Net cash flow provided by operating activities was $6,630,882 during
the first six months of 1999 compared to $5,423,241 during the same period for
1998. The Company had a working capital surplus of $5,540,744 at June 30, 1999.
The Company's bank debt bears interest ranging from LIBOR plus 1.00% to
LIBOR plus 1.50%, all payable in monthly installments with maturities through
May 2004. The bank debt is collateralized by revenue equipment. The Company also
has two lines of credit with limits of $1,750,000 and $1,500,000, respectively,
bearing interest at the bank's 30-day LIBOR rate plus 1.25%. As of June 30,
1999, the Company had no outstanding borrowings on its line of credit.
Management anticipates increasing the size of the Company's fleet in
1999 by an aggregate of 85 tractors and 127 trailers net of replacements, at an
anticipated cost of approximately $27,337,700. Management expects to continue
financing such equipment purchases through equipment financing arrangements with
various lenders.
As of June 30,1999, the Company believes that the availability of
credit under both lines of credit and internally generated cash will be adequate
to finance its operations and anticipated capital expenditures through fiscal
year 1999.
YEAR 2000 COMPLIANCE
State of Readiness- The Company is in the process of performing a
comprehensive program to address its Year 2000 issues. The overall program
includes six phases: (1) inventorying Year 2000 items; (2) assigning priorities
to identified items; (3) assessing the Year 2000 compliance of items determined
to be material to the Company; (4) replacing or updating material items
determined not to be Year 2000 compliant; (5) testing material items; and (6)
designing and implementing contingency and business continuation plans. The
Company has grouped its information technology (IT)-Systems and Non-IT Systems
into two categories, mission critical and support secondary. The mission
critical group includes the IT-Systems and Non-IT Systems that are necessary
to execute the Company's basic functions of hauling freight via the Company's
flatbed trucks. The Company has formed a committee to address both the mission
critical and support secondary categories. Each of the mission critical and
support secondary groups has inventoried Year 2000 items and assigned priorities
to identified items.
9
<PAGE> 10
YEAR 2000 COMPLIANCE CONT'D
The mission critical group has determined items material to the Company
and either has replaced or updated these items. As of June 30, 1999, the testing
of mission critical items that were replaced or updated is 95% complete and is
expected to be fully completed by the end of the third quarter of 1999. Based on
information provided to the Company by Qualcomm, the Company's supplier of
IT-Systems and software that is used to track and communicate with the fleet,
the Company believes that all systems provided to it by Qualcomm are Year 2000
compliant. The committee addressing secondary items (systems that increase
efficiencies but are not necessary for the provision of services or the receipt
of payment), has completed assessment of Year 2000 compliance. As of June 30,
1999, the support secondary group is 70% complete as to replacing and updating
these items, and is expected to be fully completed by the end of the third
quarter of 1999. The testing is ongoing as the items are replaced or updated.
Contingency and Business Continuation Plan- The Company has not
developed a contingency plan, but such a plan is scheduled to be completed by
the end of the third quarter of 1999.
Risks and Reasonably Likely Worst Case Scenarios- As part of the
Company's comprehensive review, it is continuing to identify and verify the Year
2000 readiness of third parties (vendors and customers) with whom the Company
has material relationships. At present, the Company is not able to determine the
effect on results of operations, liquidity and financial condition in the event
the Company's material vendors and customers are not Year 2000 compliant. The
Company will continue to monitor the progress of its material vendors and
customers and formulate a contingency plan at that point in time when it does
not believe that a material vendor or customer will be compliant.
Costs- The Company expects to spend approximately $105,000 in
connection with the Year 2000 remediation. The Company is still evaluating all
necessary purchases, but as of June 30, 1999 the Company has spent $90,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate risk due to its long-term debt,
which at June 30, 1999 bore interest rates ranging from 1.00% to 1.50% above the
bank's LIBOR rate. Under the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments, the Company has estimated the fair value of its long-term debt
approximates its carrying value, using a discounted cash flow analysis based on
borrowing rates available to the Company. The effect of a hypothetical 10%
increase in interest rates would increase the estimated fair value of the
Company's long-term debt by approximately $440,000. Management believes that
current working capital funds are sufficient to offset any adverse effects
caused by changes in the interest rates.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 1999, the Company held its 1999 annual meeting of stockholders. A
total of 3,352,991 shares, or 94% of the Company's outstanding shares, were
represented at the meeting either in person or by proxy.
Three directors were nominated by the Company's Board of Directors to serve new
one-year or three-year terms. These nominees, and the voting results for each,
are listed below:
<TABLE>
Term Expires For Withheld
------------ --- --------
<S> <C> <C> <C>
Miller Welborn 2000 3,308,591 44,400
Richard C. Bailey 2002 3,306,591 46,400
Stephen J. Silverman 2002 3,268,341 84,650
</TABLE>
Incumbent directors not standing for election at the 1999 annual meeting of
stockholders and whose terms continued after the meeting were:
<TABLE>
<CAPTION>
Term Expires
------------
<S> <C>
W. Wyatt Shorter 2000
Dempsey Boyd 2001
Boyd Whigham 2001
</TABLE>
Also at the annual meeting, stockholders considered and voted on two additional
items of business:
Stockholders approved the Company's 1999 Employee Stock Purchase Plan under
which an aggregate of 175,000 common shares may be purchased by all employees of
the Company or designated subsidiaries of the Company, subject to certain
procedural requirements. A total of 3,228,692 shares were voted in favor of this
proposal, 115,114 shares were voted against, and 5,600 shares abstained.
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the year ending December 31, 1999. A total of 3,352,691
shares were voted in favor of this proposal, 100 shares were voted against, and
200 shares abstained.
ITEM 5. OTHER INFORMATION
Proposals by stockholders intended to be presented at the 2000 annual meeting
must be forwarded in writing and received at the principal executive office of
the Company no later than December 11, 1999, directed to the attention of the
Secretary, for consideration for inclusion in the Company's proxy statement for
the annual meeting of stockholders to be held in 2000. Moreover, with regard to
any proposal by a stockholder not seeking to have such proposal included in the
proxy statement but seeking to have such proposal considered at the 2000 annual
meeting, if such stockholder fails to notify the Company in the manner set forth
above of such proposal no later than February 24, 2000, then the persons
appointed as proxies may exercise their discretionary voting authority if the
proposal is considered at the 2000 annual meeting notwithstanding that the
stockholders have not been advised of the proposal in the proxy statement for
the 2000 annual meeting. Any proposals submitted by stockholders must comply in
all respects with the rules and regulations of the Securities and Exchange
Commission, the provisions of the Company's Bylaws and the General Corporation
Law of Delaware.
11
<PAGE> 12
PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial data schedule (for SEC use only).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended June 30, 1999.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Boyd Bros. Transportation Inc.
(Registrant)
Date: August 13, 1999 /s/ Richard C. Bailey
---------------------
Richard C. Bailey, Chief Financial Officer
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 240,343
<SECURITIES> 250,000
<RECEIVABLES> 14,427,461
<ALLOWANCES> 0
<INVENTORY> 1,079,444
<CURRENT-ASSETS> 23,221,670
<PP&E> 78,391,026
<DEPRECIATION> (27,547,812)
<TOTAL-ASSETS> 84,672,719
<CURRENT-LIABILITIES> 18,363,866
<BONDS> 0
0
0
<COMMON> 3,527
<OTHER-SE> 30,904,828
<TOTAL-LIABILITY-AND-EQUITY> 84,672,719
<SALES> 63,285,123
<TOTAL-REVENUES> 63,285,123
<CGS> 0
<TOTAL-COSTS> 58,822,329
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 943,665
<INCOME-PRETAX> 3,519,129
<INCOME-TAX> 1,442,259
<INCOME-CONTINUING> 2,076,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,076,870
<EPS-BASIC> .58
<EPS-DILUTED> .58
</TABLE>
