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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-Q (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, 2004 OR o
    
    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 Identificationincorporation 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), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant is an accelerated filter (as
defined in Rule 12b-2 of the Exchange Act). Yes o No x Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of August 6, 2004. Common Stock, $.001 Par Value
    
    2,711,966(Class)
    
    (Number of Shares)




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INDEX Page NumberPart I. Financial InformationItem 1. Consolidated Financial StatementsConsolidated Balance SheetsJune 30, 2004 (unaudited) and December 31, 2003
    
    
    3Consolidated Statements of Income (unaudited)Three and Six Months Ended June 30, 2004 and 2003
    
    
    5Consolidated Statements of Cash Flows (unaudited)Six Months Ended June 30, 2004 and 2003
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other InformationItem 1. Legal Proceedings
    
    
    23Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits and Reports on Form 8-K
    
    
    23Signatures
    
    
    24Ex-10.1 Security Agreement dated May 24, 2004EX-31.1  Section 302 Certification of the CEOEX-31.2  Section 302 Certification of the CFOEX-32.0  Section 906 Certification of the CEO & CFO
 2




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PART I. FINANCIAL INFORMATION 
 Item 1. Consolidated Financial Statements BOYD BROS. TRANSPORTATION INC. 
 CONSOLIDATED BALANCE SHEETS June 30,
    
    December 31,2004
    
    2003(UNAUDITED)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    19,737
    
    
    $
    283,474Accounts receivable, less allowance for doubtful accounts of
$353,426 (2004) and $323,426 (2003):Trade and interline
    
    
    12,616,293
    
    
    
    9,415,968Other
    
    
    1,041,590
    
    
    
    620,366Current portion of net investment in sales-type leases
    
    
    2,362,621
    
    
    
    2,217,101Inventories
    
    
    744,674
    
    
    
    677,899Prepaid taxes and licenses
    
    
    831,618
    
    
    
    487,586Other prepaid expenses
    
    
    741,971
    
    
    
    952,751Deferred and refundable income taxes
    
    
    2,764,959
    
    
    
    2,571,959Total current assets
    
    
    21,123,463
    
    
    
    17,227,104PROPERTY AND EQUIPMENT:Land and land improvements
    
    
    2,952,576
    
    
    
    2,952,576Buildings
    
    
    7,976,061
    
    
    
    7,976,061Revenue equipment
    
    
    64,418,097
    
    
    
    63,005,857Other equipment
    
    
    13,161,439
    
    
    
    12,991,961Leasehold improvements
    
    
    408,552
    
    
    
    386,384Total
    
    
    88,916,725
    
    
    
    87,312,839Less accumulated depreciation and
amortization
    
    
    37,274,649
    
    
    
    34,906,078Property and equipment, net
    
    
    51,642,076
    
    
    
    52,406,761OTHER ASSETS:Net investment in sales-type leases
    
    
    3,865,649
    
    
    
    5,402,732Goodwill
    
    
    3,466,746
    
    
    
    3,466,746Revenue equipment held for lease
    
    
    891,088
    
    
    
    981,974Deposits and other assets
    
    
    364,481
    
    
    
    384,767Total other assets
    
    
    8,587,964
    
    
    
    10,236,219TOTAL
    
    $
    81,353,503
    
    
    $
    79,870,084
 See notes to unaudited consolidated financial statements. 3




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BOYD BROS. TRANSPORTATION INC. CONSOLIDATED BALANCE SHEETS June 30,
    
    December 31,2004
    
    2003(UNAUDITED)LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    4,156,499
    
    
    $
    3,361,125Line of credit
    
    
    955,524
    
    
    
    1,141,772Current maturities of long-term debt
    
    
    7,811,887
    
    
    
    10,498,666Income taxes payable
    
    
    942,118
    
    
    
    939Accrued liabilities:Self-insurance claims
    
    
    6,487,332
    
    
    
    5,480,194Salaries and wages
    
    
    938,815
    
    
    
    338,503Other
    
    
    1,192,624
    
    
    
    1,160,683Total current liabilities
    
    
    22,484,799
    
    
    
    21,981,882LONG-TERM DEBT
    
    
    19,105,310
    
    
    
    19,385,035DEFERRED INCOME TAXES
    
    
    12,365,398
    
    
    
    12,415,398Total liabilities
    
    
    53,955,507
    
    
    
    53,782,315COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS 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; 4,069,640 shares issued;
2,711,966 shares outstanding at June 30, 2004 and
December 31, 2003, respectively
    
    
    4,070
    
    
    
    4,070Additional paid-in capital
    
    
    16,884,622
    
    
    
    16,884,622Retained earnings
    
    
    20,133,382
    
    
    
    18,823,155Treasury stock at cost; 1,357,674 shares at June 30,2004
and December 31, 2003
    
    
    (9,624,078
    )
    
    
    (9,624,078
    )Total stockholders equity
    
    
    27,397,996
    
    
    
    26,087,769TOTAL
    
    $
    81,353,503
    
    
    $
    79,870,084
 See notes to unaudited consolidated financial statements. 4




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BOYD BROS. TRANSPORTATION INC. 
 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30,
    
    Six Months Ended June 30,2004
    
    2003
    
    2004
    
    2003OPERATING REVENUES
    
    $
    37,896,315
    
    
    $
    34,368,130
    
    
    $
    72,245,206
    
    
    $
    66,945,608OPERATING EXPENSES:Salaries, wages and
employee benefits
    
    
    11,359,031
    
    
    
    9,777,817
    
    
    
    21,494,044
    
    
    
    19,066,592Cost of independent contractors
    
    
    10,998,466
    
    
    
    10,945,868
    
    
    
    21,553,462
    
    
    
    21,491,222Operating supplies
    
    
    7,944,054
    
    
    
    6,879,976
    
    
    
    15,578,060
    
    
    
    13,811,100Operating taxes and licenses
    
    
    627,225
    
    
    
    641,506
    
    
    
    1,239,013
    
    
    
    1,243,120Insurance and claims
    
    
    1,665,357
    
    
    
    1,114,896
    
    
    
    2,756,126
    
    
    
    2,447,296Communications and utilities
    
    
    310,519
    
    
    
    342,817
    
    
    
    582,406
    
    
    
    674,664Depreciation and amortization
    
    
    2,652,521
    
    
    
    2,948,579
    
    
    
    5,311,918
    
    
    
    5,592,631Gain on disposition of
property and equipment, net
    
    
    (23,765
    )
    
    
    (196,847
    )
    
    
    (22,623
    )
    
    
    (196,848
    )Other
    
    
    524,192
    
    
    
    499,492
    
    
    
    1,022,048
    
    
    
    1,063,814Total operating expenses
    
    
    36,057,600
    
    
    
    32,954,104
    
    
    
    69,514,454
    
    
    
    65,193,591OPERATING INCOME
    
    
    1,838,715
    
    
    
    1,414,026
    
    
    
    2,730,752
    
    
    
    1,752,017OTHER INCOME (EXPENSES):Interest income
    
    
    224
    
    
    
    225
    
    
    
    554
    
    
    
    5,022Interest expense
    
    
    (257,324
    )
    
    
    (283,764
    )
    
    
    (515,029
    )
    
    
    (592,183
    )Other income (expenses)
    
    
    (17,189
    )
    
    
    (25,066
    )
    
    
    (11,498
    )
    
    
    (52,584
    )Other expenses, net
    
    
    (274,289
    )
    
    
    (308,605
    )
    
    
    (525,973
    )
    
    
    (639,745
    )INCOME BEFORE
PROVISION FOR INCOME TAXES
    
    
    1,564,426
    
    
    
    1,105,421
    
    
    
    2,204,779
    
    
    
    1,112,272PROVISION FOR INCOME TAXES
    
    
    630,885
    
    
    
    460,130
    
    
    
    894,552
    
    
    
    462,795NET INCOME
    
    $
    933,541
    
    
    $
    645,291
    
    
    $
    1,310,227
    
    
    $
    649,477BASIC NET INCOME PER SHARE
    
    $
    0.34
    
    
    $
    0.24
    
    
    $
    0.48
    
    
    $
    0.24DILUTED NET INCOME PER SHARE
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.44
    
    
    $
    0.23AVERAGE SHARES OUTSTANDING
    
    
    2,711,966
    
    
    
    2,710,673
    
    
    
    2,711,966
    
    
    
    2,710,669AVERAGE SHARES OUTSTANDING
ASSUMING DILUTION
    
    
    2,951,199
    
    
    
    2,836,549
    
    
    
    2,950,927
    
    
    
    2,837,684
 See notes to unaudited consolidated financial statements. 5




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BOYD BROS. TRANSPORTATION INC. 
 CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Six Months Ended June 30,2004
    
    2003OPERATING ACTIVITIES:Net income
    
    $
    1,310,227
    
    
    $
    649,477Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    5,311,918
    
    
    
    5,592,631Provision for bad debts
    
    
    28,588
    
    
    
    99,726Net effect of sales-type leases on cost of independent contractors
    
    
    (518,465
    )
    
    
    94,602Gain on disposal of property and equipment, net
    
    
    (22,623
    )
    
    
    (196,847
    )Provision for deferred income taxes
    
    
    (243,000
    )
    
    
    (465,960
    )Changes in assets and liabilities that provided (used) cash:Accounts receivable
    
    
    (3,650,137
    )
    
    
    (2,066,773
    )Other current assets
    
    
    (200,027
    )
    
    
    (267,133
    )Deposits and other assets
    
    
    20,286
    
    
    
    (625
    )Accounts payable- trade and interline
    
    
    846,351
    
    
    
    2,093,794Accrued liabilities and other current liabilities
    
    
    1,639,391
    
    
    
    (137,307
    )Income taxes payable
    
    
    942,118
    
    
    
    Net cash provided by operating activities
    
    
    5,464,627
    
    
    
    5,395,585INVESTING ACTIVITIES:Payments received on sales-type leases
    
    
    1,789,330
    
    
    
    1,147,020Capital expenditures:Revenue equipment
    
    
    (781,356
    )
    
    
    (4,037,730
    )Other equipment
    
    
    (313,132
    )
    
    
    (671,512
    )Proceeds from disposals of property and equipment
    
    
    280,540
    
    
    
    207,900Net cash provided by (used in) investing activities
    
    
    975,382
    
    
    
    (3,354,322
    )FINANCING ACTIVITIES:Proceeds from sales of common stock
    
    
    
    
    
    
    2,149Proceeds from line of credit  net
    
    
    (186,248
    )
    
    
    1,313,825Proceeds from long-term debt
    
    
    
    
    
    
    4,001,735Principal payments on long-term debt
    
    
    (6,517,498
    )
    
    
    (7,413,199
    )Net cash used in financing activities
    
    
    (6,703,746
    )
    
    
    (2,095,490
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (263,737
    )
    
    
    (54,227
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    283,474
    
    
    
    292,514BALANCE AT END OF PERIOD
    
    $
    19,737
    
    
    $
    238,287SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for:Income taxes, net of refunds
    
    $
    179,352
    
    
    $
    1,850,715Interest
    
    $
    515,029
    
    
    $
    592,183SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:Net investment in sales-type leases
    
    $
    120,698
    
    
    $
    (3,889,924
    )Dealer financed purchases of revenue equipment
    
    $
    3,263,321
    
    
    $
    
 See notes to unaudited consolidated financial statements. 6




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BOYD BROS. TRANSPORTATION INC. 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying consolidated financial statements have been prepared in
compliance with Form 10-Q instructions and, thus, do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the statements reflect all adjustments, including those
of a normally recurring nature, necessary to present fairly the results of the
reported interim periods. Interim results are not necessarily indicative of
results for a full year. The statements should be read in conjunction with the
summary of accounting policies and notes to financial statements included in
the Companys latest annual report on Form 10-K. 2. Principles of Consolidation The consolidated financial statements include the accounts of Boyd Bros.
Transportation Inc. and its wholly owned subsidiaries, Boyd Logistics, Inc.
(Logistics) and WTI Transport, Inc. (WTI). Boyd, Logistics, and WTI are
referred to herein collectively as the Company. All significant
inter-company balances, transactions and stockholdings have been eliminated.
Certain reclassifications have been made to prior periods to conform to the
current period presented. 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. Stockholders Equity Earnings Per Share The following is a reconciliation from basic earnings per share to diluted
earnings per share for each of the periods presented: For the Quarter ended June 30,2004
    
    2003Numerator:Net income
    
    $
    933,541
    
    
    $
    645,291Denominator:Basic weighted-average shares outstanding
    
    
    2,711,966
    
    
    
    2,710,673Effect of dilutive stock options
    
    
    239,241
    
    
    
    125,876Diluted weighted-average shares outstanding
    
    
    2,951,207
    
    
    
    2,836,549Basic earnings per share
    
    $
    0.34
    
    
    $
    0.24Diluted earnings per share
    
    $
    0.32
    
    
    $
    0.23
 For the Six Months ended June 30,2004
    
    2003Numerator:Net income
    
    $
    1,310,227
    
    
    $
    649,477Denominator:Basic weighted-average shares outstanding
    
    
    2,711,966
    
    
    
    2,710,669Effect of dilutive stock options
    
    
    238,969
    
    
    
    127,015Diluted weighted-average shares outstanding
    
    
    2,950,935
    
    
    
    2,837,684Basic earnings per share
    
    $
    0.48
    
    
    $
    0.24Diluted earnings per share
    
    $
    0.44
    
    
    $
    0.23
 7




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The Company had outstanding 59,500 in stock options granted that were
antidilutive and, therefore, excluded from the diluted earnings per share
calculations for all periods presented. Stock Options The Company adopted the disclosure provisions of Statement of Financial
Accounting Standards (SFAS or Statement) No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure, which amends SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation, which was originally provided
under SFAS No. 123. The Company has a stock option plan (the Plan) that provides for the granting
of stock options to key employees, executive officers and directors. An
aggregate of 500,000 shares of the Companys common stock are reserved for this
Plan. The options are exercisable in increments over a five-year period
beginning on the first anniversary of the grant and will expire ten years after
the date of the grant. No options were granted or exercised in 2004 or 2003. SFAS No. 123 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 market value of the stock at
the grant date. As such, no compensation expense is recorded in the
accompanying consolidated financial statements. Had compensation cost been determined based upon the fair value at the grant
date for awards under the Plan consistent with the methodology prescribed under
SFAS No. 123, the Companys pro forma net income and net income per share would
have differed from the amounts reported as follows: For the Quarters Ended June 30,
    
    2004
    
    2003Net income, as reported
    
    $
    933,541
    
    
    $
    645,291Stock-based employee compensation expense determined
under fair value basis, net of tax
    
    
    (972
    )
    
    
    (24,414
    )Pro forma net income
    
    $
    932,569
    
    
    $
    620,877Earnings per share:Basic  as reported
    
    $
    0.34
    
    
    $
    0.24Basic  pro forma
    
    $
    0.34
    
    
    $
    0.23Diluted  as reported
    
    $
    0.32
    
    
    $
    0.23Diluted  pro forma
    
    $
    0.32
    
    
    $
    0.22
 For the Six Months Ended June 30,
    
    2004
    
    2003Net income, as reported
    
    $
    1,310,227
    
    
    $
    649,477Stock-based employee compensation expense determined
under fair value basis, net of tax
    
    
    (6,619
    )
    
    
    (54,110
    )Pro forma net income
    
    $
    1,303,608
    
    
    $
    595,367Earnings per share:Basic  as reported
    
    $
    0.48
    
    
    $
    0.24Basic  pro forma
    
    $
    0.48
    
    
    $
    0.22Diluted  as reported
    
    $
    0.44
    
    
    $
    0.23Diluted  pro forma
    
    $
    0.44
    
    
    $
    0.21
 5. Related Party Transaction The Company entered into an agreement with Dempsey Boyd to lease an aircraft
for Company use. The agreement is on a month-to-month basis. The Company pays
a monthly lease amount of $22,000 with an allowance of twenty hours of flight
time per month. For any flight hours that exceed twenty per month, the Company
pays an additional $1,000 per flight hour. The Company paid a total of $66,000
and $132,000 in lease payments to Mr. Boyd during the three and six months
periods ended June 30, 2004, respectively. 8




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The Company has entered into a commitment letter with Dempsey Boyd dated August
4, 2004, pursuant to which Mr. Boyd has committed, subject to the absence of
any material adverse change in the financial condition of the Company and
various other closing conditions, to provide up to $9.2 million of the
financing necessary to complete the Merger. The term loan will bear interest
at a fixed rate of 5.5% per annum, and will have a 36-month term. Mr. Boyd has
the option to secure the term loan with available Company assets, but Mr. Boyd
has agreed to subordinate the repayment of the term loan to the loans of other
Company creditors who require subordination and whose consent is required to
proceed forward with the Merger and the term loan. A portion of the amount
committed by Mr. Boyd may be replaced by other term or revolving debt from a
third party lender prior to or following the closing of the Merger. 6. Goodwill The Company accounts for goodwill in accordance with SFAS No.142, Goodwill and
Other Intangible Assets. SFAS No.142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually. The Company adopted SFAS No. 142 on January 1, 2002, and,
accordingly, ceased amortization of goodwill at that time. The Company
evaluates its goodwill for potential impairment in the fourth quarter of each
year. As a result of its evaluation in the fourth quarter of 2003, the Company
determined there was no impairment. No events have occurred since that
assessment date to cause a significant change in the values used for evaluating
impairment. 7. Recent Accounting Pronouncements On March 31, 2004, the FASB issued an Exposure Draft on Share-Based Payments,
which is a proposed amendment to FAS 123. The Exposure Draft would require all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. The FASB
expects to issue a final standard late in 2004 that would be effective for
public companies for fiscal years beginning after December 15, 2004. If the
exposure draft is issued in final form, the Company will be required to expense
the fair value of the stock options granted beginning January 1, 2005 and the
fair value of unvested prior grants. The expense for these options will occur
over the option vesting period. The Companys 2003 Form 10-K includes proforma
information in Note 1 regarding the impact of expensing stock options on the
Companys net income and earnings per share for prior years. 8. Segment Information The Company has three reportable segments: the Boyd division (Boyd), the Boyd
Logistics division (Logistics), and the WTI division (WTI). Boyd is a
flatbed carrier that hauls primarily steel and building products throughout
most of the continental United States, and operated an average of 680 trucks
during the first six months of 2004. Boyd averaged 533 company drivers and 147
owner-operators during the first half of 2004. Logistics brokers freight by
identifying external shipping needs and matching available external carrier
resources to those needs. This division requires minimal overhead and capital
resources and provides a service through logistically coordinating needs for
carriers to available carriers and scheduling the service to be provided. All
carriers brokered through Logistics are responsible for maintaining proper
insurance coverage and are required to provide proof of such coverage prior to
brokerage of a load. WTI is a flatbed carrier that hauls steel and roofing
products, primarily in the eastern two-thirds of the United States, and
operated an average of 224 trucks during the first six months of 2004. WTI
averaged 42 company drivers and 182 owner-operators during the first six months
of 2004. Unaudited segment reporting information for the periods ended June 30,
2004 and 2003 is as follows: 9




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##### Table of Contents



Results of Operations  Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    27,738,887
    
    
    $
    2,867,027
    
    
    $
    7,290,401
    
    
    $
    37,896,315Operating expenses
    
    
    26,661,230
    
    
    
    2,622,658
    
    
    
    6,773,712
    
    
    $
    36,057,600Operating income
    
    
    1,077,657
    
    
    
    244,369
    
    
    
    516,689
    
    
    $
    1,838,715Operating ratio
    
    
    96.1
    %
    
    
    91.5
    %
    
    
    92.9
    %
    
    
    95.1
    %
 Three Months Ended June 30, 2003 Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    25,359,773
    
    
    $
    2,421,732
    
    
    $
    6,586,625
    
    
    $
    34,368,130Operating expenses
    
    
    24,297,315
    
    
    
    2,352,159
    
    
    
    6,304,630
    
    
    
    32,954,104Operating income
    
    
    1,062,458
    
    
    
    69,573
    
    
    
    281,995
    
    
    
    1,414,026Operating ratio
    
    
    95.8
    %
    
    
    97.1
    %
    
    
    95.7
    %
    
    
    95.9
    %
 Six Months Ended June 30, 2004 Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    53,217,730
    
    
    $
    5,695,115
    
    
    $
    13,332,361
    
    
    $
    72,245,206Operating expenses
    
    
    51,643,640
    
    
    
    5,186,285
    
    
    
    12,684,529
    
    
    
    69,514,454Operating income
    
    
    1,574,090
    
    
    
    508,830
    
    
    
    647,832
    
    
    
    2,730,752Operating ratio
    
    
    97.0
    %
    
    
    91.1
    %
    
    
    95.1
    %
    
    
    96.2
    %
 Six Months Ended June 30, 2003 Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenue
    
    $
    49,671,432
    
    
    $
    5,160,632
    
    
    $
    12,113,544
    
    
    $
    66,945,608Operating expenses
    
    
    48,306,799
    
    
    
    4,945,506
    
    
    
    11,941,286
    
    
    
    65,193,591Operating income
    
    
    1,364,633
    
    
    
    215,126
    
    
    
    172,258
    
    
    
    1,752,017Operating ratio
    
    
    97.3
    %
    
    
    95.8
    %
    
    
    98.6
    %
    
    
    97.4
    %
 Identifiable Assets  Boyd
    
    Logistics
    
    WTI
    
    TotalCash and bank overdrafts
    
    $
    
    
    
    $
    
    
    
    $
    19,737
    
    
    $
    19,737Property and equipment
    
    
    46,740,667
    
    
    
    369,477
    
    
    
    4,531,932
    
    
    
    51,642,076Goodwill, net
    
    
    
    
    
    
    14,300
    
    
    
    3,452,446
    
    
    
    3,466,746Capital expenditures
    
    
    4,286,958
    
    
    
    9,406
    
    
    
    61,445
    
    
    
    4,357,809Total assets
    
    
    72,290,250
    
    
    
    1,422,357
    
    
    
    7,640,896
    
    
    
    81,353,503Long-term debt (including current maturities)
    
    
    25,314,461
    
    
    
    
    
    
    
    1,602,736
    
    
    
    26,917,197
 As of December 31, 2003 Boyd
    
    Logistics
    
    WTI
    
    TotalCash and cash equivalents
    
    $
    116,141
    
    
    $
    
    
    
    $
    167,333
    
    
    $
    283,474Property and equipment
    
    
    47,804,787
    
    
    
    310,784
    
    
    
    4,291,190
    
    
    
    52,406,761Goodwill, net
    
    
    14,300
    
    
    
    
    
    
    
    3,452,446
    
    
    
    3,466,746Capital expenditures
    
    
    13,348,312
    
    
    
    90,249
    
    
    
    114,526
    
    
    
    13,553,087Total assets
    
    
    72,230,246
    
    
    
    904,813
    
    
    
    6,735,025
    
    
    
    79,870,084Long-term debt (including current maturities)
    
    
    28,281,728
    
    
    
    
    
    
    
    1,601,973
    
    
    
    29,883,701
 10




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##### Table of Contents



9. Merger Agreement On December 31, 2003, the Company announced that it had entered into an
Agreement and Plan of Merger, dated as of December 31, 2003. Since that
announcement, the Agreement and Plan of Merger has been amended by that certain
Amendment No. 1 to Agreement and Plan of Merger dated April 27, 2004, Amendment
No. 2 to Agreement and Plan of Merger dated June 30, 2004, and Amendment No. 3
to Agreement and Plan of Merger dated July 9, 2004 (as amended, the Merger
Agreement). The Merger Agreement sets forth the terms and conditions of the
proposed merger (the Merger) of BBT Acquisition Corporation, a Delaware
corporation (BBT Acquisition), with and into the Company. BBT Acquisition is
controlled by Dempsey Boyd, the founder and former Chairman and CEO of the
Company, his daughter, Gail B. Cooper, the current President and CEO of the
Company, his daughter, Ginger B. Tibbs, the current Secretary/Treasurer of the
Company, and his wife, Frances S. Boyd. Under the terms of the Merger Agreement, stockholders of the Company (other
than BBT Acquisition and its stockholders) will receive $9.18 per share, in
cash, for each outstanding share of Company common stock owned by such
stockholders. The transaction is structured as a forward merger in which BBT
Acquisition will merge with and into the Company, with the Company continuing
as the surviving corporation. The boards of directors of each of the Company
and BBT Acquisition have unanimously approved the Merger Agreement and the
Merger. In the case of the Companys Board, the approval follows the unanimous
recommendation of a special committee of outside directors of the Company that
was formed to evaluate and respond to the original proposal of Mr. Boyd and Ms.
Cooper. Completion of the Merger is conditioned upon, among other things, the
availability of sufficient funds for BBT Acquisition to acquire the outstanding
shares of common stock of the Company. BBT Acquisition anticipates that the
Merger will be funded from (i) a term loan of up to $9.2 million from Dempsey
Boyd and (ii) the balance of the funds from the Companys line of credit and
working capital. A portion of the amount committed by Mr. Boyd may be replaced
by other term or revolving debt from a third party lender prior to or following
the closing of the Merger. As of June 30, 2004, the Company had a receivable
for approximately $512,000 due from BBT Acquisition for payment of expenses
including, but not limited to, legal fees and valuations associated with the
transaction. The Merger is subject to (i) approval by the holders of a majority of the
outstanding shares of the Companys common stock which are outstanding as of
the August 6, 2004 record date for the special meeting of the Companys
stockholders called to consider the Merger, (ii) the completion of the
financing arrangements necessary to consummate the Merger, and (iii) certain
other closing conditions. 11




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the attached
interim consolidated financial statements and with the Companys 2003 Form
10-K, which included audited financial statements and notes thereto for the
fiscal year ended December 31, 2003, as well as Managements Discussion and
Analysis of Financial Condition and Results of Operations. Executive Summary The Company is one of the largest exclusively flatbed trucking carriers in the
United States. The Company provides flatbed transportation services through
three divisions:  
    
    Boyd Bros.(Boyd) provides longer haul flatbed trucking services
in the contiguous United States and some parts of Canada primarily for
the steel and construction industries.  
    
    WTI Transport(WTI) provides shorter haul flatbed trucking
services in the southeastern United States for the steel and
construction industries and for an increasingly diverse customer base.  
    
    Boyd Logistics(Logistics) provides logistical support to the
Boyd and WTI divisions and brokers freight through the use of other
trucking companies. The Company uses both Company employed drivers and independent owner-operators
who are responsible for maintaining and insuring their own equipment. The
Company maintains an owner-operator lease program to attract qualified
owner-operators. The Company believes new policies implemented in the fourth
quarter of 2003 will aid its efforts in recruiting and maintaining qualified
owner-operators. The Companys greatest cash requirements are recruiting and retaining qualified
drivers, acquiring tractors and trailers, and operating its equipment
(including driver pay, fuel costs, insurance and maintenance). The Companys
financial results are affected by the availability of qualified drivers and the
market for new and used tractors. Because the Company is primarily
self-insured for cargo, personal injury and property damage claims on its
tractors and for workers compensation benefits for its drivers, financial
results may also be affected by driver safety, medical costs, the legal and
regulatory environment and the costs of insurance coverage to protect against
catastrophic losses. Second Quarter and Year to Date Highlights  Revenue Growth.The Companys operating revenues increased by 10.3%, or
approximately $3.5 million in the second quarter of 2004 as compared to the
same period in 2003. The increase in total operating revenues was primarily
due to increased revenues generated by all three divisions. Boyds operating
revenues increased approximately $2.4 million or 9.4% over operating revenues
from the second quarter of 2003, WTIs operating revenues increased
approximately $0.7 million or 10.7% and Logistics operating revenues increased
approximately $0.4 million or 18.4% over the same period last year. In each
case, the increase in operating revenues was due to both diversification
outside of the steel and building materials industries and increases in revenue
per mile. Boyd revenue per mile increased by $0.13 per mile and WTI revenue
per mile increased by $0.12 per mile, in each case over revenues per mile for
the same period in 2003.  Driver Retention.Increases in driver pay and the implementation of a
new program for retention of new owner-operators helped to decrease driver
turnover. Boyd drivers received pay increases totaling $0.05 per mile during
the first half of 2004. Additionally, new owner-operators entering the Boyd
lease purchase program with less than one year of previous experience as an
owner-operator must work as Company drivers for a minimum of four (4) weeks.
The program allows drivers to become acclimated to working for Boyd prior to
entering the lease purchase program. 12




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##### Table of Contents



Second Quarter Challenges  Fuel Costs.The increasing cost of diesel fuel continues to be one of
the Companys most difficult challenges. Fuel expense increased $803,181, or
19%, during the second quarter of 2004 as compared to the same period in 2003.
The Company has been able to partially offset increased fuel prices by
recovering fuel surcharges from customers. Fuel surcharge revenue, which is
included in operating revenues, increased $798,267 to $1,821,558, or 78.0%,
from $1,023,291 for the quarter ended June 30, 2003.  Increased Operating Expenses.Total operating expenses increased $3.1
million, or 9.4%, over the same period in 2003. Fuel expense was a large
component of this increase, as discussed above, but increases in salaries,
wages and employee benefits also contributed to the increase in total operating
expenses. Salaries, wages and employee benefits increased 18.1% during the
second quarter of 2004 as compared to the same period in 2003. The increase
was attributable to the Boyd division, due to the increases in driver pay
during the first quarter of 2004 and to an increase of approximately 400,000
miles driven by Company drivers during the quarter compared to the same period
last year. Additionally, insurance expense increased due to increases in
expenses related to workers compensation claims. Recent Developments On December 31, 2003, the Company announced that it had entered into an
Agreement and Plan of Merger, dated as of December 31, 2003. Since that
announcement, the Agreement and Plan of Merger has been amended by that certain
Amendment No. 1 to Agreement and Plan of Merger dated April 27, 2004, Amendment
No. 2 to Agreement and Plan of Merger dated June 30, 2004, and Amendment No. 3
to Agreement and Plan of Merger dated July 9, 2004 (as amended, the Merger
Agreement). The Merger Agreement sets forth the terms and conditions of the
proposed merger (the Merger) of BBT Acquisition Corporation, a Delaware
corporation (BBT Acquisition), with and into the Company. BBT Acquisition is
controlled by Dempsey Boyd, the founder and former Chairman and CEO of the
Company, his daughter, Gail B. Cooper, the current President and CEO of the
Company, his daughter, Ginger B. Tibbs, the current Secretary/Treasurer of the
Company, and his wife, Frances S. Boyd. Under the terms of the Merger Agreement, stockholders of the Company (other
than BBT Acquisition and its stockholders) will receive $9.18 per share, in
cash, for each outstanding share of Company common stock owned by such
stockholders. The transaction is structured as a forward merger in which BBT
Acquisition will merge with and into the Company, with the Company continuing
as the surviving corporation. The Merger is subject to (i) approval by the
holders of a majority of the outstanding shares of the Companys common stock
which are outstanding as of the August 6, 2004 record date for the special
meeting of the Companys stockholders called to consider the Merger, (ii) the
completion of the financing arrangements necessary to consummate the Merger,
and (iii) certain other closing conditions. 13




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##### Table of Contents



Quarterly Review: The following tables set forth, by segment, the percentage relationship of
expense items to operating revenues and certain other operating statistics for
the periods indicated: Company
    
    Boyd
    
    Logistics
    
    WTIQuarter Ended June 30,2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003Operating revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expensesSalaries, wages, and employee
benefits
    
    
    30.0
    
    
    
    28.5
    
    
    
    37.0
    
    
    
    34.4
    
    
    
    8.3
    
    
    
    8.9
    
    
    
    11.9
    
    
    
    12.8Cost of independent contractors
    
    
    29.0
    
    
    
    31.8
    
    
    
    15.8
    
    
    
    19.0
    
    
    
    78.1
    
    
    
    83.3
    
    
    
    59.9
    
    
    
    62.1Fuel
    
    
    13.2
    
    
    
    12.2
    
    
    
    16.5
    
    
    
    15.3
    
    
    
    0.1
    
    
    
    0.4
    
    
    
    5.5
    
    
    
    4.4Operating supplies
    
    
    7.8
    
    
    
    7.8
    
    
    
    9.0
    
    
    
    9.3
    
    
    
    2.2
    
    
    
    1.9
    
    
    
    5.4
    
    
    
    4.4Operating taxes and licenses
    
    
    1.7
    
    
    
    1.9
    
    
    
    1.8
    
    
    
    2.1
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    1.6
    
    
    
    1.8Insurance and claims
    
    
    4.4
    
    
    
    3.2
    
    
    
    5.3
    
    
    
    3.8
    
    
    
    0.7
    
    
    
    0.2
    
    
    
    2.2
    
    
    
    2.3Communications and utilities
    
    
    0.7
    
    
    
    1.0
    
    
    
    0.9
    
    
    
    1.1
    
    
    
    0.6
    
    
    
    1.4
    
    
    
    0.5
    
    
    
    0.6Depreciation and amortization
    
    
    7.0
    
    
    
    8.6
    
    
    
    8.6
    
    
    
    10.7
    
    
    
    0.8
    
    
    
    0.3
    
    
    
    3.2
    
    
    
    3.4Gain on disposition of property
and equipment, net
    
    
    (0.1
    )
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    (0.8
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    0.0
    
    
    
    0.1Other
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.3
    
    
    
    0.9
    
    
    
    0.7
    
    
    
    0.7
    
    
    
    2.7
    
    
    
    3.8Total operating expenses
    
    
    95.1
    
    
    
    95.9
    
    
    
    96.1
    
    
    
    95.8
    
    
    
    91.5
    
    
    
    97.1
    
    
    
    92.9
    
    
    
    95.7Operating income
    
    
    4.9
    
    
    
    4.1
    
    
    
    3.9
    
    
    
    4.2
    
    
    
    8.5
    
    
    
    2.9
    
    
    
    7.1
    
    
    
    4.3Interest expense, net
    
    
    (0.7
    )
    
    
    (0.9
    )
    
    
    (1.0
    )
    
    
    (1.3
    )
    
    
    (0.0
    )
    
    
    0.0
    
    
    
    0.2
    
    
    
    0.2Income before income taxes
    
    
    4.2
    
    
    
    3.2
    
    
    
    2.9
    
    
    
    2.9
    
    
    
    8.5
    
    
    
    2.9
    
    
    
    7.3
    
    
    
    4.5Income taxes
    
    
    1.7
    
    
    
    1.3
    
    
    
    1.5
    
    
    
    1.3
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    3.0
    
    
    
    1.9Net income
    
    
    2.5
    %
    
    
    1.9
    %
    
    
    1.4
    %
    
    
    1.6
    %
    
    
    8.5
    %
    
    
    2.9
    %
    
    
    4.3
    %
    
    
    2.6
    %
 Company
    
    Boyd
    
    WTIAverage counts for the quarter ended June 30,2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003Company operated tractors
    
    
    581
    
    
    
    552
    
    
    
    539
    
    
    
    518
    
    
    
    42
    
    
    
    34Owner-operated tractors
    
    
    308
    
    
    
    357
    
    
    
    140
    
    
    
    176
    
    
    
    168
    
    
    
    181Total tractors
    
    
    889
    
    
    
    909
    
    
    
    679
    
    
    
    694
    
    
    
    210
    
    
    
    215Company operated tractor %
    
    
    65
    %
    
    
    61
    %
    
    
    79
    %
    
    
    75
    %
    
    
    20
    %
    
    
    16
    %Owner-operated tractor %
    
    
    35
    %
    
    
    39
    %
    
    
    21
    %
    
    
    25
    %
    
    
    80
    %
    
    
    84
    %Total %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Quarterly Results of Operations The Companys total operating revenues increased $3,528,185 or 10.3% to
$37,896,315 for the quarter ended June 30, 2004, compared with $34,368,130 for
the same period in 2003. This change reflected an increase of $2,379,114 or
9.4% in the Boyd division, an increase of $445,295 or 18.4% in the Logistics
division and an increase of $703,776 or 10.7% in the WTI division. These
changes are reflective of diversification outside of the steel and building
materials industries and also reflective of an increase in revenue resulting
from increased rates charged to customers. Revenue per mile increased by
approximately $0.13 per mile for Boyd and approximately $0.12 per mile for WTI.
Included in revenues are fuel surcharges in the amount of $1,821,558 and
$1,023,291 for the quarter ended June 30, 2004 and 2003, respectively. Average
revenue per total mile for the second quarter of 2004 was $1.48 while average
revenue per total mile was $1.34 for the same period in 2003. Total operating expenses increased $3,103,496 or 9.4% to $36,057,600 for the
second quarter ended June 30, 2004, compared to $32,954,104 for the same period
last year. Of this dollar increase, $2,363,915 was attributable the Boyd
division while the WTI division accounted for $469,082. The Logistics division
accounted for an increase of $270,499 in total operating expenses. As a
percentage of revenues, total operating expenses decreased from 95.9% in 2003
to 95.1% in 2004. As discussed below, the net increase in operating expenses
is primarily a result of increases in salaries, wages, and employee benefits,
fuel expense, operating supplies expense, insurance expense, and decreased
gains on disposition of property and equipment offset by decreases in
depreciation expense. 14




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##### Table of Contents



Owner-operators are responsible for payment of the expenses they incur
including fuel, operating supplies, and taxes and licenses, while the Company
incurs these expenses related to Company drivers. Consequently, the amount
paid per mile (shown as salaries and wages for Company drivers and within cost
of independent contractors for owner-operators) for owner-operators is greater
than that of Company drivers. As a percentage of revenues, salaries, wages and employee benefits increased to
30% during the second quarter of 2004 compared to 28.5% of revenue in the same
period in 2003. This increase is attributable primarily to the Boyd division
resulting from pay increases to drivers. Boyd increased Company driver pay by a
total of $0.05 per mile during the first half of 2004. Increases were given in
$0.01 increments per month during each of the first three months of the year,
and $0.01 each in May and June. Additionally, Company drivers drove
approximately 400,000 more miles during the second quarter of 2004 compared to
the second quarter of 2003. Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the lease
purchase of tractors to owner-operators, and costs related to the Logistics
division. Cost of independent contractors for the Company increased $52,598,
or 0.5%, for the quarter ended June 30, 2004 compared to the same period last
year. The Boyd division accounted for a decrease of $446,066. This decrease
was primarily a result of a decrease in the amounts paid to owner-operators due
to fewer miles driven. Though owner-operators received the same pay per mile
increases as described above for Company drivers (a total of $0.05 in
increments of $0.01), owner-operators drove approximately 578,000 fewer total
miles in the three months ended June 30, 2004 compared to the same period in
2003. During the fourth quarter of 2003, the Boyd division implemented a new
program whereby new owner-operators entering the lease purchase program with
less than one year of previous experience as a successful owner-operator are
required to be a Company driver for a minimum of four weeks prior to becoming a
Boyd owner-operator. This program has helped to decrease driver turnover and
enabled owner-operators to become more profitable by allowing owner-operators
to become familiar with the Company and its operations. The Logistics division
accounted for an increase of $228,583 of the total net increase in cost of
independent contractors. This increase was directly related to Logistics
increase in revenue. The WTI division accounted for $276,079 of the increase in
cost of independent contractors. The increase of costs contributed by WTI was a
direct result of WTIs 2.1% increase in operating revenue, as discussed above. Fuel expense, also associated with Company drivers and included in the line
item Operating supplies in the consolidated statement of income, increased
$803,181 or 19.2% from 2003. The significant portion of the increase, $693,530,
was recognized by the Boyd division because the Boyd division has a larger
percentage of Company drivers. The Company generally has been able to partially
offset significant increases in fuel costs through increased rates and through
a fuel surcharge that increases incrementally as the price of fuel increases.
Total miles driven by Company drivers increased by approximately 400,000 miles
for the second quarter of 2004 compared to the same period in 2003. Insurance and claims increased to 4.4% of revenues in the second quarter of
2004, compared to 3.2% of revenues during the second quarter of 2003. The
Company reserved an additional $400,000 during the second quarter of 2004
related to increases in workers compensation claims and an increase in reserves
related to one accident during the second quarter of 2004 which resulted in
serious injury to a third party. During the second quarter of 2004, the Company
was not involved in any accidents involving fatalities. See Insurance and
Liability Claims for further information regarding the Companys insurance
program and claims exposure. Other operating supplies included with fuel within the item Operating
Supplies increased $260,897 during the second quarter of 2004. The increase
was primarily due to less income generated from repairs performed by Boyd
personnel and charged to owner-operators. The repairs Boyd makes to
owner-operator equipment is charged to the owner-operator and reduces the
expense recognized for repairs. With approximately 578,000 fewer miles driven
by owner-operators, fewer repairs were required on these vehicles. Also, repair
costs were higher in the second quarter of 2004 due to increased miles driven
on Company owned vehicles. Depreciation expense decreased by $296,058 for the quarter ended June 30, 2004,
as compared to the same period in 2003. This decrease was primarily due to the
decrease in total fleet size. Gain on disposition of property and equipment decreased due to fewer equipment
trades during the second quarter of 2004 compared to the same period in 2003. 15




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##### Table of Contents



Provisions for income tax for the quarter ended June 30, 2004 resulted in a
provision of $411,303 and an effective tax rate of 40.3%. The effective tax
rate was higher than the U.S. federal statutory rate primarily due to state
income taxes and the non-deductibility of certain expenses for tax purposes. Year to Date Review: The following tables set forth, by segment, the percentage relationship of
expense items to operating revenues and certain other operating statistics for
the periods indicated Company
    
    Boyd
    
    Logistics
    
    WTIYear to Date Ended June 30,2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003Operating revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expensesSalaries, wages, and employee
benefits
    
    
    29.8
    
    
    
    28.5
    
    
    
    36.4
    
    
    
    34.4
    
    
    
    8.0
    
    
    
    8.1
    
    
    
    12.4
    
    
    
    12.9Cost of independent contractors
    
    
    29.8
    
    
    
    32.1
    
    
    
    16.9
    
    
    
    19.6
    
    
    
    78.1
    
    
    
    82.2
    
    
    
    60.9
    
    
    
    61.9Fuel
    
    
    13.6
    
    
    
    13.1
    
    
    
    17.1
    
    
    
    16.5
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    5.4
    
    
    
    4.8Operating supplies
    
    
    8.0
    
    
    
    7.5
    
    
    
    9.3
    
    
    
    8.8
    
    
    
    2.3
    
    
    
    2.2
    
    
    
    5.1
    
    
    
    4.4Operating taxes and licenses
    
    
    1.7
    
    
    
    1.9
    
    
    
    1.9
    
    
    
    2.1
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    1.8
    
    
    
    1.7Insurance and claims
    
    
    3.8
    
    
    
    3.7
    
    
    
    4.5
    
    
    
    3.9
    
    
    
    0.8
    
    
    
    0.0
    
    
    
    2.3
    
    
    
    4.3Communications and utilities
    
    
    0.8
    
    
    
    1.0
    
    
    
    0.9
    
    
    
    1.1
    
    
    
    0.6
    
    
    
    1.3
    
    
    
    0.6
    
    
    
    0.7Depreciation and amortization
    
    
    7.4
    
    
    
    8.4
    
    
    
    9.0
    
    
    
    10.3
    
    
    
    0.8
    
    
    
    0.3
    
    
    
    3.6
    
    
    
    3.8Gain on disposition of property
and equipment, net
    
    
    0.0
    
    
    
    (0.3
    )
    
    
    0.0
    
    
    
    (0.4
    )
    
    
    (0.0
    )
    
    
    (0.0
    )
    
    
    0.0
    
    
    
    0.0Other
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.0
    
    
    
    1.0
    
    
    
    0.4
    
    
    
    1.4
    
    
    
    3.0
    
    
    
    4.1Total operating expenses
    
    
    96.3
    
    
    
    97.4
    
    
    
    97.3
    
    
    
    97.3
    
    
    
    91.1
    
    
    
    95.8
    
    
    
    95.1
    
    
    
    98.6Operating income
    
    
    3.7
    
    
    
    2.6
    
    
    
    3.0
    
    
    
    2.7
    
    
    
    8.9
    
    
    
    4.2
    
    
    
    4.9
    
    
    
    1.4Interest expense, net
    
    
    (0.7
    )
    
    
    (1.0
    )
    
    
    (1.1
    )
    
    
    (1.4
    )
    
    
    (0.0
    )
    
    
    0.0
    
    
    
    0.5
    
    
    
    0.3Income before income taxes
    
    
    3.0
    
    
    
    1.6
    
    
    
    1.9
    
    
    
    1.3
    
    
    
    8.9
    
    
    
    4.2
    
    
    
    5.4
    
    
    
    1.7Income taxes
    
    
    1.2
    
    
    
    0.6
    
    
    
    1.1
    
    
    
    0.7
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    2.3
    
    
    
    0.8Net income
    
    
    1.8
    %
    
    
    1.0
    %
    
    
    0.8
    %
    
    
    0.6
    %
    
    
    8.9
    %
    
    
    4.2
    %
    
    
    3.1
    %
    
    
    0.9
    %
 Company
    
    Boyd
    
    WTIAverage counts for the six months ended June 30,2004
    
    2003
    
    2004
    
    2003
    
    2004
    
    2003Company operated tractors
    
    
    575
    
    
    
    545
    
    
    
    533
    
    
    
    511
    
    
    
    42
    
    
    
    34Owner-operated tractors
    
    
    329
    
    
    
    356
    
    
    
    147
    
    
    
    176
    
    
    
    182
    
    
    
    180Total tractors
    
    
    904
    
    
    
    901
    
    
    
    680
    
    
    
    687
    
    
    
    224
    
    
    
    214Company operated tractor %
    
    
    64
    %
    
    
    60
    %
    
    
    78
    %
    
    
    74
    %
    
    
    19
    %
    
    
    16
    %Owner-operated tractor %
    
    
    36
    %
    
    
    40
    %
    
    
    22
    %
    
    
    26
    %
    
    
    81
    %
    
    
    84
    %Total %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Year to Date Results of Operations The Companys total operating revenues increased $5,299,598 or 7.9% to
$72,245,206 for the six months ended June 30, 2004, compared with $66,945,608
for the same period in 2003. This change reflected an increase of $3,546,298
or 7.1% in the Boyd division, an increase of $534,483 or 10.4% in the Logistics
division and an increase of $1,218,817 or 10.1% in the WTI division. These
changes are reflective of diversification outside of the steel and building
materials industries and also are reflective of an increase in revenue
resulting from increased rates charged to customers. Revenue per mile increased
by approximately $0.10 per mile for Boyd and WTI. Included in revenues are
fuel surcharges in the amount of $2,982,175 and $2,014,855 for the six months
ended June 30, 2004 and 2003, respectively. Average revenue per total mile for
the first half of 2004 was $1.44 while average revenue per total mile was $1.33
for the same period in 2003. Total operating expenses increased $4,320,863 or 6.6% to $69,514,454 for the
six months ended June 30, 2004, compared to $65,193,591 for the same period
last year. Of this increase, $3,336,841 was attributable the Boyd division and
the WTI division accounted for $743,243. The Logistics division accounted for
an increase of $240,779 in total operating expenses. As a percentage of
revenues, total operating expenses decreased from 97.4% in 2003 to 16




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96.2% in 2004. As discussed below, the net increase in operating expenses is
primarily a result of increases in salaries, wages, and employee benefits, fuel
expense, operating supplies expense, and insurance expense combined with
decreases in depreciation expense and decreased gains on disposition of
property and equipment expense. Owner-operators are responsible for payment of the expenses they incur
including fuel, operating supplies, and taxes and licenses, while the Company
incurs these expenses related to Company drivers. Consequently, the amount
paid per mile (shown as salaries and wages for Company drivers and within cost
of independent contractors for owner-operators) for owner-operators is greater
than that of Company drivers. As a percentage of revenues, salaries, wages and employee benefits increased to
29.8% during the first six months of 2004 compared to 28.5% of revenue in the
same period in 2003. This increase is attributable primarily to the Boyd
division resulting from pay increases to drivers. Boyd increased Company driver
pay by a total of $0.05 per mile during the first half of 2004. Increases were
given in $0.01 increments per month during each of the first three months of
the year, and an additional $0.01 each in May and June. Additionally, Company
drivers drove approximately 720,000 more miles during the first six months of
2004 compared to the first six months of 2003. Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the lease
purchase of tractors to owner-operators, and costs related to the Logistics
division. Cost of independent contractors for the Company increased $62,240,
or 0.3%, for the six months ended June 30, 2004 compared to the same period
last year. The Boyd division accounted for a decrease of $764,984. This
decrease was primarily a result of a decrease in the amounts paid to
owner-operators due to fewer miles driven. Though owner-operators received the
same pay per mile increases as described above for Company drivers (a total of
$0.05 in increments of $0.01), owner-operators drove approximately 1.1 million
fewer total miles in the six months ended June 30, 2004 compared to the same
period in 2003. During the fourth quarter of 2003, the Boyd division
implemented a new program whereby new owner-operators entering the lease
purchase program with less than one year of previous experience as a successful
owner-operator are required to be a Company driver for a minimum of four weeks
prior to becoming a Boyd owner-operator. This program has helped to decrease
driver turnover and enabled owner-operators to become more profitable. The
Logistics division accounted for an increase of $205,344 of the total net
increase in cost of independent contractors. This increase was directly
related to Logistics increase in revenue. The WTI division accounted for an
increase of $621,880 in cost of independent contractors. The increase of costs
contributed by WTI was a direct result of WTIs 10.1% increase in operating
revenue, as discussed above. Fuel expense, also associated with Company drivers and included in the line
item Operating supplies in the consolidated statement of income, increased
$1,055,168, or 12.0%, from 2003. The significant portion of the increase,
$913,329, was recognized by the Boyd division because the Boyd division has a
larger percentage of Company drivers. The Company generally has been able to
partially offset significant increases in fuel costs through increased rates
and through a fuel surcharge that increases incrementally as the price of fuel
increases. Total miles driven by Company drivers increased by approximately
720,000 miles for the first six months of 2004 compared to the same period in
2003. Insurance and claims increased to 3.8% of revenues in the first half of 2004,
compared to 3.7% of revenues during the first half of 2003. The Company
reserved an additional $400,000 during the second quarter of 2004 related to
increases in workers compensation claims and an increase in reserves related to
one accident during the second quarter of 2004 which resulted in serious injury
to a third party. During the first half of 2004, the Company was not involved
in any accidents involving fatalities. See Insurance and Liability Claims for
further information regarding the Companys insurance program and claims
exposure. Other operating supplies included with fuel within the item Operating
Supplies increased $711,792 over the first half of 2004 as compared to the
first half of 2003. The increase was primarily due to less income generated
from repairs performed by Boyd personnel and charged to owner-operators. The
repairs Boyd makes to owner-operator equipment is charged to the owner-operator
and reduces the expense recognized for repairs. With approximately 1.1 million
fewer miles driven by owner-operators, fewer repairs were required on these
vehicles. Also, repair costs were higher in the first half of 2004, compared to
2003, due to increased miles driven on Company owned vehicles. Depreciation expense decreased by $280,713 for the six months ended June 30,
2004, as compared to the same period in 2003. This decrease was primarily due
to the decrease in total fleet size. 17




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Gain on disposition of property and equipment decreased due to fewer equipment
trades during the first half of 2004 compared to the same period in 2003. Provisions for income tax for the six months ended June 30, 2004 resulted in a
provision of $894,552 and an effective tax rate of 40.6%. The effective tax
rate was higher than the U.S. federal statutory rate primarily due to state
income taxes and the non-deductibility of certain expenses for tax purposes. 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,
and the payment of current debt maturities. Historically, the Companys
primary sources of cash have been continuing operations, bank borrowings and
dealer financings. Cash Flows from Operating Activities Cash flows from operations provided $5.5 million for the first six months of
2004 compared to $5.4 million for the six months of 2003. Net income adjusted
for non-cash income and expense items provided cash of $5.9 million and $5.8
million for 2004 and 2003 year-to-date periods, respectively. Non-cash income
and expense items include depreciation and amortization, provisions for bad
debt losses, losses on disposals of property and equipment, income related to
owner-operator sales-type leases, and deferred income taxes. Working capital
items used cash of $0.4 million in the first half of 2004 and 2003. The increase in net income adjusted for non-cash items from 2003 to 2004 of
$0.1 million was due primarily to increased net income and increased net gains
on sales type leases with independent contractors during 2004. Increases in accounts receivable during the first half of 2004 resulted from
increased revenue. Accruals for salaries payable increased approximately $0.6
million since December 31, 2003, due to increases in driver pay rates during
the first half of 2004. Self-insurance claims increased approximately $1.0
million due primarily to increases in workers compensation claims accruals and
one accident in the first six months that involved serious injury to a third
party. Cash Flows from Investing Activities The growth of the Companys business and maintenance of its modern fleet has
required significant investments in new tractors and trailers, which has been
financed largely through long-term debt. Historically, the Company financed its
major capital equipment purchases consisting primarily of revenue equipment
and, to a lesser extent, construction of terminals, through bank financings.
Dealer financed purchases in the first half of 2004 amounted to $3.3 million,
while no dealer-financed purchases were made during the first half of 2003. The Company invested $1.1 million and $4.7 million for revenue equipment and
other property and equipment during the first half of 2004 and 2003,
respectively. The 2004 amount excludes $3.3 million of dealer -financed
purchases of revenue equipment, which are recognized as non-cash investing
activities. Total investment for equipment and other property, which includes
capital expenditures and dealer-financed purchases, remained stable year over
year. The proceeds from property dispositions exclude revenue equipment traded
on new equipment. Cash Flows from Financing Activities During the first half of 2004, the Company paid $6.5 million towards the
reduction of its long-term debt. At June 30, 2004, the Company had debt
(including current maturities) of $26.9 million. In the first half of 2004,
new debt of approximately $3.3 was incurred through dealer-financed purchases
for revenue equipment. During the first half of 2003, $4.0 million of new debt
was incurred to purchase equipment. The Company paid approximately $0.2 million, net, on its line of credit during
the second quarter of 2004. The Company has entered into a commitment letter with Dempsey Boyd dated August
4, 2004, pursuant to which Mr. Boyd has committed, subject to the absence of
any material adverse change in the financial condition of the Company and
various other closing conditions, to provide up to $9.2 million of the
financing necessary to complete the Merger. The term loan will bear interest
at a fixed rate of 5.5% per annum, and will have a 36-month term. Mr. Boyd has
the option to secure the term loan with available Company assets, but Mr. Boyd
has agreed to subordinate 18




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the repayment of the term loan to the loans of other Company creditors who
require subordination and whose consent is required to proceed forward with the
Merger and the term loan. A portion of the amount committed by Mr. Boyd may be
replaced by other term or revolving debt from a third party lender prior to or
following the closing of the Merger. The Company anticipates generating sufficient cash from operations in 2004 to
cover planned capital expenditures and servicing current maturities of
long-term debt. Through the first six months of 2004, the Company purchased
seventy-five new tractors, offset by the same number of trade-ins.
Historically, the Company has relied on cash generated from operations to fund
its working capital requirements. Over the long term, the Company will
continue to have significant capital needs that may require it to seek
additional borrowings or equity capital. The availability of debt financing or
equity capital will depend on prevailing market conditions, the market price of
its common stock, and other factors over which the Company has no control, as
well as the Companys financial condition and results of operations. Factors That May Affect Future Results The Companys future results may be affected by a number of factors over which
the Company has little or no control. Fuel prices, insurance and claims costs,
liability claims, interest rates, the availability of qualified drivers,
fluctuations in the resale value of revenue equipment, economic and customer
business cycles, and shipping demands are economic factors over which the
Company has little or no control. Significant increases or rapid fluctuations
in fuel prices, interest rates, insurance costs or liability claims, to the
extent not offset by increases in freight rates, and the resale value of
revenue equipment could result in Company losses. Weakness in the general
economy, including a weakness in consumer demand for goods and services, could
adversely affect customers and result in customers reducing their demand for
transportation services, which, in turn, could adversely affect the Companys
growth and revenues. Weakness in customer demand for the Companys services or
in the general rate environment also may restrain the Companys ability to
increase rates or obtain fuel surcharges. The following issues and uncertainties, along with the other issues and
uncertainties discussed in this report and the Companys 2003
Form10-K, should
be considered in evaluating the Companys outlook: Fuel Price Trend Many of the Companys operating expenses, including fuel costs and fuel taxes,
are sensitive to the effects of inflation, which could result in higher
operating costs. Throughout the first half of 2004, the Company experienced
fluctuations in fuel costs as a result of conditions in the petroleum industry.
Increases in fuel costs may affect operating income, unless the Company is
able to pass those increased costs to customers through rate increases and fuel
surcharges. The Company has initiated a program to obtain rate increases and fuel
surcharges from customers in order to cover increased costs due to these
increases in fuel prices, driver compensation, and other expenses and has been
successful in implementing some fuel surcharges and certain rate increases.
Competitive conditions in the transportation industry, including lower demand
for transportation services, could limit the Companys ability to obtain rate
increases or fuel surcharges in the future. As of June 30, 2004, the Company
had no derivative financial instruments to reduce its exposure to fuel price
fluctuations. The Company also has periodically experienced some wage increases
for drivers. Increases in driver compensation may affect operating income,
unless the Company is able to pass those increased costs to customers through
rate increases. Fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect, the financial condition and
results of operations of the Company. Fuel prices have fluctuated greatly, and
fuel taxes have generally increased in recent years. The Company has not
experienced difficulty in maintaining necessary fuel supplies and, in the past,
the Company generally has been able to partially offset significant increases
in fuel costs and fuel taxes through increased freight rates and through a fuel
surcharge which increases incrementally as the price of fuel increases.
However, there can be no assurance that the Company will be able to recover any
future increases in fuel costs and fuel taxes through increased rates. If fuel
prices continue to increase or are sustained at these higher levels for a
continuing period of time, the higher fuel costs may have a materially adverse
effect on the financial condition and business operations of the Company.
Additionally, the increased fuel costs may continue to have a materially
adverse effect on the Companys efforts to attract and retain owner-operators,
expand its pool of available trucks, and diversify its operations. 19




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Insurance and Liability Claims The Companys future insurance and claims expenses could exceed historical
levels, which could have a material adverse effect on the financial condition
of the Company. Effective July 1, 2004, the Company obtained new insurance
coverage from two carriers. Under the first policy, the Company is insured for
claims of personal injury and property damage combined up to $1 million per
occurrence, with a $500,000 deductible. The second policy provides an
additional $1 million in coverage over the first policy, but the Company is
responsible for the first $1 million in claims that exceed the coverage limits
of the first policy. The Company previously self-insured for a portion of the
claims exposure resulting from cargo loss, personal injury, and property
damage, combined up to $750,000 per occurrence. In addition, the Company
shared costs above the $750,000 self-insured amount at a rate of thirty three
percent, up to the Companys coverage amount of two million dollars. Costs and
claims in excess of the Companys coverage amount of two million dollars will
be borne solely by the Company. The Companys workers compensation
self-insurance level is a maximum of $500,000, and the health insurance
self-insurance level is $175,000 per person per year. If the number or dollar
amount of claims for which the Company is self-insured increases, the financial
condition of the Company could be adversely affected. A Company driver was involved in an accident in the first quarter of 2002 that
resulted in a third party fatality. Company drivers were also involved in five
accidents resulting in fatalities during 2003, one of which involved personal
injury to three individuals. During the first quarter of 2002, the self-insured
amount for cargo loss, personal injury and property damage, combined was
$500,000 per occurrence, which would be the amount applicable to the accident
during the first quarter of 2002. The self-insured amount for the two accidents
in the first half of 2003 was $750,000, with the Company also responsible for
its shared amount of 50% of any amounts between $750,000 and the $2 million
insurance coverage and all amounts in excess of the insured amount. The Company
was involved in three accidents involving fatalities during the third quarter
of 2003. During the second quarter of 2004, the company was involved in an
accident, which involved serious injury to a third party. The self-insured
amount relating to these accidents is $750,000, with the Company also
responsible for its shared amount of 33% of any amounts in excess of $750,000
up to the $2 million insurance coverage and all amounts in excess of the
insured amount. Each of these accidents, taken separately, has the potential to cause the
Company to reach its total per occurrence retention amount for insurance
purposes. To date, five lawsuits have been filed against the Company with
respect to the fatalities arising from these accidents. If the Company is
ultimately found to have some liability for one or more of these accidents, the
Company would seek to pay or structure payments of the amount due from its
operating cash flows and, if needed, additional bank financing. Although the
Company does not expect this to occur, it is possible that liability resulting
from these accidents could exceed the Companys operating cash flows and
available financing. Therefore, there can be no assurance that the Companys
operations and financial condition would not be materially affected if the
Company were found to have liability for one or more of these accidents. If
insurance expenses continue to increase, and the Company is unable to offset
the increase with higher freight rates, the Companys operations and financial
condition could be adversely affected. The Company has provided for its best
estimate of losses on these claims at June 30, 2004 in the accompanying
unaudited consolidated balance sheet. Revenue Equipment The Companys growth has been made possible through the addition of new revenue
equipment. Difficulty in financing or obtaining new revenue equipment (for
example, delivery delays from manufacturers or the unavailability of
independent contractors) could have an adverse effect on the Companys
operations and financial condition. In the past, the Company has acquired new tractors and trailers at favorable
prices and has entered into agreements with the manufacturers to repurchase the
tractors from the Company at agreed prices. Current developments in the
secondary tractor and trailer resale market have resulted in a large supply of
used tractors and trailers on the market. This has depressed the market value
of used equipment to levels significantly below the prices at which the
manufacturers have agreed to repurchase the equipment. Accordingly, some
manufacturers may refuse or be financially unable to keep their commitments to
repurchase equipment according to their repurchase agreement terms. Critical Accounting Policies The methods, estimates and judgments the Companys management uses in applying
Company accounting policies may have a significant effect on the results the
Company reports in its financial statements. The estimates and judgments in
applying those accounting policies which may have the most significant effect
on the Companys financial statements and operating results include: allowance
for doubtful accounts for tractors leased to owner-operators; determinations of 20




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impairment of long-lived assets; estimates of accrued liabilities for insurance
claims for liability and both physical and property damage and workers
compensation; estimates of useful lives and salvage values for the depreciation
of tractors and trailers; allowance for doubtful accounts receivable; and
evaluation of impairment of goodwill. Our review of these accounting items and
the resulting accounting positions taken by the Company are based upon certain
assumptions and conditions and reflect our managements best assumptions and
estimates; however, estimates of these types of accounting items, particularly
impairment and accrued liabilities, involve inherent uncertainties as described
above, that are beyond managements control. As a result, the accounting for
such items could result in different amounts if management uses different
assumptions or if different conditions occur in future periods. Please refer
to Managements Discussion and Analysis of Financial Condition  Critical
Accounting Policies in the Companys Form 10-K for the year ended December 31,
2003 for a more complete description of the Companys critical accounting
policies. Forward-looking Statements With the exception of historical information, the matters discussed and
statements made in this report constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Specifically, this report contains
forward-looking statements regarding the Companys belief that the availability
of credit under its line of credit, together with internally generated cash,
will be adequate to finance its operations through fiscal year 2004 and will
also be adequate to cover any liability with respect to the accidents that
occurred during 2002 and 2003; 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,
intends, and words of similar import. Forward-looking statements contained in
this report 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 effect 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 effect on the
Company; that the cost of complying with governmental regulations that are
applicable to the Company will not have a material adverse effect on the
Company; that the financing for the proposed going private transaction and
continuing operations following the closing of the transaction provided for in
the financing commitment 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. 21




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Item 3. 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 June 30, 2004 bore interest at rates ranging from 1.25% to 2.85% above the
applicable banks LIBOR rate. Under the provisions of SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, the Company has
estimated that 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 one percent increase in interest
rates would decrease pre-tax income by approximately $269,000. Management
believes that current working capital funds are sufficient to offset any
adverse effects caused by changes in these interest rates. Commodity Price Risk The price and availability of diesel fuel are subject to fluctuations due to
changes in the level of global oil production, seasonality, weather, and other
market factors. The geopolitical situation in the Middle East caused oil
prices to rise dramatically in the first quarter of 2003, which has continued
through the first six months of 2004. Historically, the Company has been able
to recover a majority of fuel price increases from customers in the form of
fuel surcharges. The Company cannot predict the extent to which high fuel
price levels will continue in the future or the extent to which fuel surcharges
could be collected to offset such increases. As of June 30, 2004, the Company
had no derivative financial instruments to reduce its exposure to fuel price
fluctuations. The Company will consider possible opportunities to hedge fuel
costs in the future. 
 Item 4. Controls and Procedures (a)Evaluation of Disclosure Controls and Procedures. Our Chief
Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act), as of the end of
the period covered by this quarterly report. Based on such evaluation,
such officers have concluded that, as of June 30, 2004, our disclosure
controls and procedures are effective in alerting them on a timely
basis to material information relating to our Company (including our
consolidated subsidiaries) required to be included in our reports filed
or submitted under the Exchange Act. (b)Changes in Internal Controls. During the period covered by this
quarterly report, there have not been any significant changes in our
internal controls that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial
reporting. 22




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PART II. OTHER INFORMATION 
 Item 1. Legal Proceedings Reference is made to the legal proceedings previously reported in the
Companys Form 10-K for the fiscal year ended December 31, 2003, under
the heading Item 3  Legal Proceedings. The description of legal
proceedings in the Companys Form 10-K remains unchanged. 
 Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities. Not applicable. 
 Item 3. Defaults Upon Senior Securities. None. 
 Item 4. Submission of Matters to a Vote of Security Holders. None 
 Item 5. Other Information. None. 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.1
    
    Security Agreement dated May 24, 2004 by and between the
Company and Navistar Financial Corporation.31.1
    
    Section 302 Certification of the CEO31.2
    
    Section 302 Certification of the CFO32.0
    
    Section 906 Certification of the CEO & CFO
 (b) Reports on Form 8-K None. 23




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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 16, 2004
    /s/  Richard C. BaileyRichard C. Bailey, Chief Financial Officer(Principal Accounting Officer) 24