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UNITED STATES 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
For the fiscal year ended DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-23948
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BOYD BROS. TRANSPORTATION INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 63-6006515
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(State or other jurisdiction of) (I.R.S. Employer Identification No.)
incorporation or organization
3275 HIGHWAY 30, CLAYTON, ALABAMA 36016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (334) 775-1400
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
$.001 PAR VALUE
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 VOTING AND NON-VOTING COMMON EQUITY HELD BY
NON-AFFILIATES AS OF MARCH 29, 2002 $1,966,888
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
COMMON STOCK, $.001 PAR VALUE, AS OF MARCH 29, 2002: 2,708,099 SHARES
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. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Portions of the Definitive Proxy Statement related to the 2002 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, 2001 in Parts II and IV.
PART I
ITEM 1. BUSINESS
THE COMPANY
Boyd Bros. Transportation Inc. ("Boyd" or 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, Boyd has grown into what management believes is one of the largest
exclusively flatbed carriers in the United States.
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 result in a shutdown of
a production line at a plant or a delay in a construction project. Management
focuses its marketing efforts on those shippers who require time-definite
delivery because it 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 Boyd has sought to attract and retain drivers
by using only high quality, late-model tractors equipped with 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, Boyd makes load assignments to
drivers that enable each driver to attain his or her goals with respect to both
miles driven as well as time at home.
In June 1997, Boyd began contracting with independent owner-operators
to provide service to its customers. Boyd has also implemented a lease-purchase
program, providing Boyd's drivers with both career opportunities at Boyd and the
opportunity to own their own tractor. Under the program, the driver leases the
tractor from Boyd, along with an option to purchase the tractor. In turn, the
driver leases the use of the tractor and the driver's services back to Boyd.
In 1998, Boyd added another option under the owner-operator program.
Owner-operators are able to lease a new tractor for three and one-half years.
Boyd will retain ownership of the tractor at the end of the lease, but this will
enable the owner-operator to operate a new tractor and maintain his or her
status as an independent contractor.
On December 8, 1997, Boyd acquired WTI Transport, Inc., ("WTI"), (f/k/a
Welborn Transport, Inc.) located in Tuscaloosa, Alabama. 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 upon their estimated fair market values at the acquisition date. WTI is
operated by Boyd as a stand-alone subsidiary. References to the "Company"
contained herein refer to the combined operations of Boyd and WTI. References
hereinafter to "Boyd" or "WTI" describe the distinct operations of the parent
and subsidiary, respectively.
WTI provides transportation services over shorter routes than those
traditionally provided by Boyd. WTI operates primarily in the southeastern
United States, with an average length of haul of less than 400 miles. Management
believes this enhances WTI's ability to retain quality drivers, as drivers' time
away from home is minimized. WTI operated approximately 212 tractors and 296
flatbed trailers as of December 31, 2001. Owner-operators own 172 of the 212
tractors utilized by WTI. The owner-operators of these units are compensated by
WTI based upon a percentage of revenue. WTI utilizes agents in some areas to
solicit and book freight. During 2000, the Company closed its WTI logistics unit
(this unit was reorganized and later reopened at the Boyd division) and WTI
closed its specialized over-dimensional transport unit due to a slowdown in
freight and a reduction in overall profitability.
STRATEGY
As discussed above, 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:
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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 to 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. Boyd's strategy has been to utilize technology to provide
better service to its customers and to improve operating efficiency. Boyd
utilizes satellite-tracking systems that enable Boyd to monitor equipment
locations and schedules more effectively and to communicate with both drivers
and customers. Customers are also able to track their loads by utilizing Boyd's
technology. Boyd has also installed computers on board each of its tractors to
monitor fuel efficiency and other operational data. Boyd will continue to
monitor and implement technological developments that will enable it to improve
customer service and operating efficiency.
Premium Quality Tractors. Boyd continuously upgrades its fleet of
tractors. Boyd's management believes that maintaining a young, high-quality
fleet of tractors facilitates Boyd'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. While WTI maintains a fleet of
high-quality tractors, the shorter routes over which its vehicles are dispatched
enables these units to be serviced more frequently. Accordingly, it has not been
necessary for WTI to replace its fleet as frequently as Boyd.
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 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.
Boyd has written contracts with most of its customers. The contracts
include, among other things, the pricing arrangements, the products that will be
shipped and the specific destination points applicable to the contract. The
contracts generally require the customer to use Boyd for a specified minimum
amount of shipments each year and may be terminated by either party upon 30 to
60 days' written notice.
The Company's largest 25, 10 and 5 customers accounted for
approximately 41%, 24% and 16% respectively, of the Company's revenues during
the year ended December 31, 2001. Many of the Company's largest 25 customers are
publicly held companies. No single customer accounted for more than 10% of the
Company's revenues during the years ended December 31, 2001, 2000 and 1999.
Customers in the steel industry accounted for 42%, 42% and 45% of the Company's
operating revenues for the years ended December 31, 2001, 2000 and 1999,
respectively.
OPERATIONS
The Company's operations are designed to maximize efficiency and
provide quality service to customers. All of Boyd'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 Boyd'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 Boyd's drivers and equipment. See "Transportation
Technology."
Boyd conducts its operations through a network of 10 regional and
satellite service centers in strategic locations in the eastern two-thirds of
the United States. See "Item 2 - Properties." Boyd operates regional service
centers in Clayton and Birmingham, Alabama; Springfield, Ohio; and Greenville,
Mississippi. These regional service centers are supported by smaller satellite
service centers, each having between one to three employees, located in Calvert
City, Kentucky; Danville, Virginia; Lisbon Falls, Maine; Conley, Georgia;
Walworth, Wisconsin; and Cofield, North Carolina. These service centers allow
Boyd to re-dispatch equipment terminating in a given area, enhance driver
recruitment and return drivers to their homes more regularly. Boyd also has
arrangements to deposit trailers near various major customers or shipping
locations to facilitate pre-loading of shipments and thereby increase
efficiency.
3
WTI's corporate offices are located in Tuscaloosa, Alabama. WTI
utilizes independent agents to book freight. These agents are located in
Houston, Texas; Knoxville, Tennessee; Weirton, West Virginia; Fort Myers,
Florida; Clanton, Alabama; Milford, Ohio; and Dothan, Alabama.
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 records, driving experiences and
personal evaluations, including drug testing.
To maintain high equipment utilization, particularly during periods of
growth, the Company strongly emphasizes continuous driver and owner-operator
recruitment and training. Drivers are recruited at all of the Company's regional
terminal locations and primarily at the Company's corporate headquarters.
Drivers attend orientation at the Birmingham terminal.
Drivers are trained in Company policies and operations, safety
techniques and fuel-efficient operation of equipment. In addition, each driver
must pass a rigorous road test prior to his or her assignment to a vehicle. The
Company believes that experienced drivers have better safety records than new
driver-school graduates, and management believes that their skills will help
Boyd improve overall fleet efficiency as a result of higher utilization and
historically lower maintenance costs on tractors operated by experienced
drivers. As a result, beginning in February 2001, Boyd began hiring only
experienced drivers and has discontinued hiring drivers directly from drivers
schools. All drivers are required to participate in annual safety training and
defensive driving courses for re-certification 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.
Competition for qualified drivers is intense. The short- to medium-haul
truckload segment of the trucking industry, including the Company, experiences
significant driver and owner-operator turnover, and the Company anticipates that
the intense competition for qualified drivers in the trucking industry will
continue. In order to attract quality drivers, management actively pursues the
services of independent owner-operators to complement its fleet.
At December 31, 2001, the Company had 835 employees; of these,
approximately 610 were Company drivers, and the balance were mechanics, other
equipment maintenance personnel and support personnel, including management and
administration. In addition, owner-operators accounted for the operation of
approximately 362 tractors. None of the Company's employees is subject to a
collective bargaining agreement, and the Company has never experienced a work
stoppage. Management believes that its relationship with its employees is good.
REVENUE EQUIPMENT
The Company's philosophy is to purchase premium quality tractors to
help attract and retain drivers and to promote safe operations, and management
believes the higher initial cost of such equipment is recovered through better
resale marketability. Each of the Company's tractors are 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, 2001, the Company directly owned or leased through
independent contractors (owner-operators) 972 tractors and 1,395 flatbed
trailers. The tractors are manufactured by Freightliner and International, and
the trailers are manufactured by Utility, Dorsey, Fontaines, Wabash and Great
Dane.
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 Boyd has enhanced its strong reputation for customer satisfaction
through the early and fleet-wide implementation of its satellite systems as well
as its tracking and load tendering ability.
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Boyd's satellite system permits more efficient transmission of load
assignments to drivers, and enhances the Company's ability to monitor loads in
transit and rapidly bill customers for completed deliveries. Once a load planner
assigns a load, the assignment is transmitted to Boyd's operations department
where it is reviewed by a dispatcher who then relays the assignment to the
appropriate driver through the display unit in each of Boyd's vehicles. The
driver can respond to the dispatcher 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. Boyd can
electronically record a load assignment, report the load to the billing
department and generate customer invoices.
In addition, Boyd uses the satellite system 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 Boyd'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. Customers are
able to access and track their loads through Boyd's Internet web site.
Boyd has also equipped its entire fleet of tractors with the
SENSORTRACS(C) on-board computer system ("Sensortracs"). This system monitors
fuel efficiency and other operational data. Information from Sensortracs is
periodically processed by one of Boyd's computers, which generates reports on
vehicle efficiency and driver performance. Reports generated by this system
enhance Boyd'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.
Boyd has developed load tendering and tracking capabilities. Customers
are able to track the progress of their loads during transport using their own
personal computer. Additionally, customers are able to book loads over the
Internet. Customers submit potential loads to the appropriate regional load
planner, and the load planner will then contact the customer via the Internet
e-mail system to acknowledge acceptance of the load. This technological
advancement enables customers to book loads routinely without having to
duplicate the same paperwork again. Additionally, Boyd utilizes a software
program by The LOGISTICS.COM Group that enables Boyd to review each shipping
lane to determine overall profitability and also to determine which customers
are the most profitable within the lane.
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. The emphasis on
safety begins in the hiring and training process, where prospective employees
and owner-operators are given physical examinations and drug tests, and newly
hired drivers and owner-operators, regardless of experience level, must
participate in an intensive orientation program. See "Drivers and Employees."
The directors of safety for the Company continuously monitor driver
performance and have 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 increased its retention, per occurrence, effective
July 1, 2001, for auto liability, general liability and cargo coverage. These
coverages are included in one occurrence to determine if the retention has been
met. The retention amounts effective July 1, 2001 are $500,000 for auto
liability, general liability and cargo damage. The Company has been involved in
two accidents in the first quarter of 2002 that resulted in third party
fatalities. Each of these accidents, taken separately, has the potential to
cause the Company to reach its total per occurrence retention amount for
insurance purposes. Although no claims have been made against the Company with
respect to these accidents, in the event claims are made and the Company
ultimately is found to have some liability for these accidents, the Company
believes that its operating cash flows and unused lines of credit would be
sufficient to cover any amounts payable. The Company currently purchases excess
primary and umbrella insurance coverage in amounts that management believes are
adequate to supplement its retained liabilities. The Company currently has
outstanding letters of credit, totaling approximately $4.5 million at December
31, 2001, to cover liability insurance claims and outstanding claims related to
its previously self- insured worker's compensation program. Annual commitment
fees relating to these letters of credit do not exceed 1.5% of the face amounts
thereof. The Company's auto and insurance rates decreased approximately
5
50.0% during the second half of 2001 due to the Company increasing its retention
per occurrence for auto liability, general liability and cargo damage.
FUEL
Motor carrier service is dependent upon the availability of diesel
fuel. The Company's fuel expense comprised 11.4%, 11.2% and 8.7% of revenues in
2001, 2000 and 1999, respectively. Through 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 rationing of petroleum products can have a materially adverse
effect on the operations and profitability of the Company. Beginning in the
second half of 1999 and continuing throughout 2000, the Company experienced
significant increases in the cost of diesel fuel. Diesel fuel prices began to
decrease in the fourth quarter of 2001. The Company's customer fuel surcharge
reimbursement programs have historically enabled the Company to recover most of
the higher fuel prices from its customers compared to normalized average fuel
prices. These fuel surcharges, which automatically adjust from week to week
depending on the cost of fuel, enable the Company to rapidly recoup the higher
cost of fuel when prices increase. Conversely, when fuel prices decrease, fuel
surcharges decrease. The Company cannot predict whether fuel prices will
continue to decrease or will increase in the future or the extent to which fuel
surcharges will be collected to offset such increases. As of December 31, 2001,
the Company had no derivative financial instruments to reduce its exposure to
fuel price fluctuations.
The Company maintains aboveground and underground fuel storage tanks at
most of its terminals. Leakage or damage to these facilities could expose the
Company to environmental clean-up costs. The tanks are routinely inspected to
help prevent and detect such problems.
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.
There are other trucking companies, including truckload carriers that have
flatbed divisions that have substantially greater financial resources, operate
more equipment or carry a larger volume of freight than the Company. The
existence of these other motor carriers has also resulted in increased
competition for hiring and retaining qualified drivers.
REGULATION
The trucking industry is subject to regulatory oversight and
legislative changes that 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
(the "ISTB"), 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, and the ISTB was established within 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 and
also legal number of hours of driver operation are 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
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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 of qualified drivers to the Company. 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. Leakage or damage to these facilities could expose the
Company to environmental clean-up costs. The tanks are routinely inspected to
help prevent and detect such problems.
Currently, management does not know of any environmental remediation
issues or liabilities. 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. Management does not
believe these expenditures will have a material adverse effect on the Company's
financial condition.
FORWARD LOOKING STATEMENTS
Certain of the statements contained in this report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements, identified by
the words "believe," "expect," "would," "may," "might," "predict," "outlook,"
"typically," and words of similar import, 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 risk 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, particularly fuel costs that may or may not be passed
on to the Company's customers, departures and defaults by owner-operators, the
cost of complying with governmental regulations that are applicable to the
Company, and other factors referenced elsewhere herein.
ITEM 2. PROPERTIES
The Company's corporate headquarters and principal service center are
located on a 17.9-acre tract in Clayton, Alabama. These 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. During
2000, the Company completed the construction of an 80,000 sq. ft. terminal in
Birmingham, Alabama, which contains several maintenance and safety bays.
The following table sets forth information regarding the location and
ownership of each of Boyd's service centers and shuttle facilities:
Clayton, AL.................................Owned, 34,000 sq. ft.
Springfield, OH.............................Owned, 21,520 sq. ft.
Birmingham, AL..............................Owned, 45,200 sq. ft.
Greenville, MS..............................Owned, 1,440 sq. ft.
Cofield, North Carolina.....................Owned, 150 sq. ft.
Calvert City, KY............................Leased month- to-month
Danville, VA................................Leased month- to-month
Lisbon Falls, ME............................Leased month- to-month
Conley, GA..................................Leased month- to-month
Walworth, WI................................Leased month -to-month
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Additionally, WTI leases its corporate offices in Tuscaloosa, Alabama
and also uses the Birmingham Terminal. Additionally WTI leases service centers
located as follows:
Atlanta, GA................................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, 2001, either through the
solicitation of proxies or otherwise.
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 SmallCap Market
under the symbol "BOYD". In May 2000, Nasdaq notified the Company that its
Common Stock no longer met certain requirements necessary for continued listing
on the Nasdaq National Market. In response to this development, the Company
elected to voluntarily transfer its Common Stock from the Nasdaq National Market
to the Nasdaq SmallCap Market. This transfer became effective, and the Company's
Common Stock began trading on the Nasdaq SmallCap Market, on August 30, 2000. As
of March 29, 2002, the Common Stock was held by approximately 500 beneficial
owners including 71 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 or the Nasdaq SmallCap Market, as applicable, for each
fiscal quarter during 2001 and 2000.
Price Range
-----------------------------
High Low
----------- -----------
2001
First Quarter............................$ 3.06 $2.03
Second Quarter.............................2.68 1.88
Third Quarter..............................3.05 2.12
Fourth Quarter.............................3.94 2.15
Price Range
-----------------------------
High Low
----------- -----------
2000
First Quarter ...........................$ 7.38 $5.00
Second Quarter.............................6.00 4.13
Third Quarter..............................4.75 3.56
Fourth Quarter.............................4.25 2.38
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Management 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. 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.
Pursuant to the Company's stock repurchase program, the Company
purchased 244,463 and 263,940 shares of the Common Stock in open market or
negotiated transactions during 2000 and 1999, for aggregate purchase prices of
$1,432,941 and $2,342,746. Under this program the Company still has the
authority to purchase approximately 90,000 more shares of its Common Stock. The
Company purchased in negotiated transactions 223,239 and 126,000 shares of
Common Stock from the former vice-chairman of the Company and the CEO of WTI
during 2001 and 2000, respectively, at a price per share of $6.50. The Company
funded these purchases using working capital. On January 8, 1999 the Company
purchased 500,000 shares of its outstanding Common Stock from a former Chief
Executive Officer of the Company for $3,660,000. The stock purchase was funded
by available cash and a bank line of credit.
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, 2001.
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, 2001.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST
RATE RISK
The Company is exposed to interest rate risk due to its long-term debt,
which at December 31, 2001, bore interest at rates ranging from 1.25% to 2.25%
above the applicable 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
ten percent increase in interest rates would increase the estimated fair value
of the Company's long-term debt by approximately $407,000. Management believes
that current working capital funds are sufficient to offset any adverse effects
caused by changes in these interest rates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference from
the Consolidated Financial Statements contained in the Company's Annual Report
to Stockholders for the year ended December 31, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has filed a Current Report on Form 8-K dated September 21,
2001 reporting, under "Item 4. Changes in Registrant's Certifying Accountant"
thereunder, the engagement of BDO Seidman, LLP as the Company's independent
accountant in substitution for Deloitte & Touche LLP.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information concerning the Executive Officers of the
Company as of March 29, 2002. Additional information required by Part III, Item
10 is incorporated herein by reference to the Company's definitive Proxy
Statement relating to the 2002 Annual Meeting of Stockholders.
Gail B. Cooper, age 51, has served as President and Chief Executive
Officer and as a Director of the Company since February 17, 2000. Ms. Cooper
served as Secretary of Boyd from December 1969 until February 2000. Ms. Cooper
received a B.S. in business administration from Troy State University. She has
served Boyd in numerous administrative and accounting positions since joining
Boyd full-time in June 1972. Ms. Cooper is the sister of Ms. Tibbs.
Richard C. Bailey, age 51, has served as Chief Operating Officer and
Chief Financial Officer of the Company since joining Boyd 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.
Ginger B. Tibbs, age 48, has been the Secretary/Treasurer of Boyd since
February 2000, and served as a Director from December 1978 until March 1994. Ms.
Tibbs is primarily responsible for collection of Boyd'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 sister of Ms. Cooper.
ITEM 11. EXECUTIVE COMPENSATION
All information required by Item 11 is incorporated by reference to the
Company's definitive Proxy Statement relating to the 2002 Annual Meeting of
Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All information required by Item 12 is incorporated by reference to the
Company's definitive Proxy Statement relating to the 2002 Annual Meeting of
Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
All information required by Item 13 is incorporated by reference to the
Company's definitive Proxy Statement relating to the 2002 Annual Meeting of
Stockholders.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
CURRENT 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, 2001:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets at December 31, 2001 and
2000
Consolidated Statements of Operations for the years
ended December 31, 2001, 2000 and 1999
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
2. Financial Statement Schedules.
The schedule listed below is included herein
immediately after the signature pages hereto.
Schedules not listed below have been 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.
Schedule
Number Description
------ -----------
II Valuation and Qualifying Accounts and Reserves for the
Three Fiscal Years Ended December 31, 2001
3. Exhibits required by Item 601 of Regulation S-K.
The following exhibits are included in this Form
10-K:
Exhibit
Number Description
- ------ -----------
10.1 March 2002 Waiver between Compass Bank and Boyd Bros. Transportation
Inc.
10.2 March 2002 Waiver between Amsouth Bank and Boyd Bros. Transportation
Inc.
10.3 Note by and between the Company and Navistar Financial Corp. and Boyd
Bros. Transportation Inc. dated November 27, 2001 for $615,564.
10.4 Note by and between the Company and Navistar Financial Corp. and Boyd
Bros. Transportation Inc. dated December 19, 2001 in the amount of
$4,442,820.
11
13 These portions of the Company's Annual Report to Stockholders for the
year ended December 31, 2001 that are specifically incorporated herein
by reference.
21 Subsidiaries of the Registrant
23.1 Consent of BDO Seidman, LLP
23.2 Independent Auditors' Report of Deloitte & Touche LLP
23.3 Consent of Deloitte & Touche LLP
- -------------------------------------------------------------------------------
The following exhibits are incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2001
(File No. 000-23948):
Exhibit
Number Description
- ------ -----------
10.1 Restated Credit and Security Agreement by and between the Company and
Amsouth Bank dated May 1, 2001
10.2 Security Agreement dated May 1, 2001 by and between WTI Transport, Inc.
and Amsouth Bank
10.3 Security Agreement dated May 1, 2001 by and between Boyd Bros.
Transportation Inc. and Amsouth Bank
10.4 August 2001 Waiver between Compass Bank and Boyd Bros. Transportation
Inc.
10.4 November 2001 Waiver between Amsouth Bank and Boyd Bros. Transportation
Inc.
- -------------------------------------------------------------------------------
The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 (File No.
000-23948):
Exhibit
Number Description
10.1 Credit and Security Agreement dated April 11, 2000 between the Company
and Compass Bank in the amount of $3,267,160 for truck equipment
10.2 Security Agreement dated April 11, 2000 between the Company and Compass
Bank in the amount of $3,267,160 for truck equipment
*10.3 First Amendment to Acquisition Agreement, Employment Agreement and
Covenant Not To Compete dated March 17, 2000 between the Company,
Miller Welborn and Steven Rumsey
10.4 Second Amendment to Acquisition Agreement dated May 30, 2000 between
the Company, Miller Welborn and Steven Rumsey
*10.5 Second Amendment to Employment Agreement dated May 22, 2000 between the
Company and Steven Rumsey
- ------------------
* 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.
12
10.6 Consulting Agreement dated June 1, 2000 between the Company and
Miller Welborn
10.7 Debt Covenant Waiver dated March 27, 2001 from Compass Bank relating to
Credit and Security Agreement dated April 11, 2000.
10.8 Waiver and Consent Agreement dated March 28, 2001 by and between the
Company and AmSouth Bank N.A. relating to Credit Agreement dated April
1, 1994.
- -------------------------------------------------------------------------------
The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 (File
No. 000-23948):
Exhibit
Number Description
10.1 Credit and Security Agreement dated March 16, 1999 between the Company
and Compass Bank in the amount of $10,000,000 for truck equipment
10.2 Security Agreement dated March 16, 1999 between the Company and Compass
Bank in the amount of $10,000,000 for truck equipment
- -----------------------------------------------------------------------------
The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 (File
No. 000-23948):
Exhibit
Number Description
10.1 Credit and Security Agreement dated February 28, 1996 between the
Company and Compass Bank in the amount of $5,000,000 for truck
equipment
10.2 Credit and Security Agreement dated May 29, 1998 between the Company
and Compass Bank in the amount of $4,500,000 for truck equipment
- ------------------------------------------------------------------------------
The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 (File
no. 000-23948):
Exhibit
Number Description
* 10.1 First Amendment to Boyd Bros. Transportation Inc. 1994 Stock
Option Plan
* 10.3 Employment Agreement between the Company and Steven Rumsey dated
December 8, 1997
- -------
* 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.
- ------------------------------------------------------------------------------
13
The following exhibit is incorporated by reference to the Company's
Registration Statement on Form S-8 (File No. 333-78925), declared
effective on May 20, 1999:
Exhibit
Number Description
4 Boyd Bros. Transportation Inc. 1999 Employee Stock Purchase Plan
- -------------------------------------------------------------------------------
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
Number 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
- -------------
* 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.
- ------------------------------------------------------------------------------
The following exhibit is incorporated by reference to the Company's
Amendment to Report on Form 10-Q filed on August 5, 1997:
Exhibit
Number Description
10.33 OMNITRACS contract dated February 5, 1997, between the Company and
QUALCOMM, Inc.
- ------------------------------------------------------------------------------
The following exhibit is incorporated by reference to the Company's
Report on Form 8-K filed on December 19, 1997:
Exhibit
Number Description
2.1 Acquisition Agreement dated December 8, 1997, by and among the Company,
W-T Acquisition Company, WTI, Miller Welborn and Steven Rumsey
- -------------------------------------------------------------------------------
(b) Reports on Form 8-K
None.
14
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/ GAIL B. COOPER
--------------------------------------------
Gail B. Cooper
President and Chief Executive Officer
Date: March 29, 2002
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:
Signature Title Date
--------- ----- ----
/s/ GAIL B. COOPER Chief Executive Officer, President March 29, 2002
- -------------------------------------------- and Director
Gail B. Cooper (Principal Executive Officer)
/s/ RICHARD C. BAILEY Chief Operating Officer, Chief March 29, 2002
- -------------------------------------------- Financial Officer and Director
Richard C. Bailey (Principal Financial and Accounting Officer)
/s/BOYD WHIGHAM Chairman and Director March 29, 2002
- --------------------------------------------
Boyd Whigham
/s/J. MARK DUNNING Director March 29, 2002
- --------------------------------------------
J. Mark Dunning
/s/STEPHEN J. SILVERMAN Director March 29, 2002
- --------------------------------------------
Stephen J. Silverman
/s/J. LARRY BAXTER Director March 29, 2002
- --------------------------------------------
J. Larry Baxter
15
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Boyd Bros.
Transportation Inc.:
The audit referred to in our report dated January 31, 2002 (except for Note 4,
which is as of March 22, 2002), relating to the consolidated financial
statements of Boyd Bros. Transportation Inc. and subsidiary, which is
incorporated in Item 8 of the Form 10-K by reference to the annual report to
stockholders for the year ended December 31, 2001 included the audit of the
financial statement schedule for the year ended December 31, 2001, listed in
Item 14 of the Form 10-K. This consolidated financial schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audit.
In our opinion such consolidated financial statement schedule for the year ended
December 31, 2001, presents fairly, in all material respects, the information
set forth therein.
BDO Seidman, LLP
Atlanta, Georgia
January 31, 2002
SCHEDULE II
BOYD BROS. TRANSPORTATION INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Three Fiscal Years Ended December 31, 2001
(in Thousands)
Additions Additions
Balance Charged to Charged to
Balance at Beginning Costs and Other
Description Of Year Expenses Accounts Deduction(a) End of Year
- ----------- ------------ ------------ ------------ --------------- -----------
Allowance for doubtful accounts-
deducted from trade receivables in
the balance sheet
Year ended December 31, 2001 $ 276 $ 625 $ $ 582 $ 319
===============================================================================
Year ended December 31, 2000 $ 347 $ 84 $ $ 155 $ 276
===============================================================================
Year ended December 31, 1999 $ 272 $ 220 $ $ 145 $ 347
===============================================================================
Additions
Balance at Charged to
Balance at Beginning Costs and
Description Of Year Expenses Deductions(a) End of Year
- ----------- ------------ ------------ -------------- --------------
Allowance for uncollectible receivables
related to sales-type leases-deducted
from investment in sales-type leases in
the balance sheet
Year ended December 31, 2001 $ 678 $ 2,738 $ 1,826 $ 1,590
============================================================
Year ended December 31, 2000 $ 910 $ 651 $ 883 $ 678
============================================================
Year ended December 31, 1999 $ 1,201 $ 1,259 $ 1,550 $ 910
============================================================
(a) Uncollectible accounts written off.