10-Q

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 Identification
incorporation or organization)	Number)

3275 Highway 30, Clayton, Alabama 36016

(Address of principal executive offices)
(Zip Code)

(334) 775-1400

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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)

INDEX

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

2

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

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

See notes to unaudited consolidated financial statements.

3

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2004			2003
	(UNAUDITED)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,156,499		$	3,361,125
Line of credit		955,524			1,141,772
Current maturities of long-term debt		7,811,887			10,498,666
Income taxes payable		942,118			939
Accrued liabilities:
Self-insurance claims		6,487,332			5,480,194
Salaries and wages		938,815			338,503
Other		1,192,624			1,160,683
Total current liabilities		22,484,799			21,981,882
LONG-TERM DEBT		19,105,310			19,385,035
DEFERRED INCOME TAXES		12,365,398			12,415,398
Total liabilities		53,955,507			53,782,315
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value - 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $.001 par value - 10,000,000 shares authorized; 4,069,640 shares issued; 2,711,966 shares outstanding at June 30, 2004 and December 31, 2003, respectively		4,070			4,070
Additional paid-in capital		16,884,622			16,884,622
Retained earnings		20,133,382			18,823,155
Treasury 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			26,087,769
TOTAL	$	81,353,503		$	79,870,084

See notes to unaudited consolidated financial statements.

4

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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

See notes to unaudited consolidated financial statements.

5

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

	Six Months Ended June 30,
	2004			2003
OPERATING ACTIVITIES:
Net income	$	1,310,227		$	649,477
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,311,918			5,592,631
Provision for bad debts		28,588			99,726
Net effect of sales-type leases on cost of independent contractors		(518,465	)		94,602
Gain 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			2,093,794
Accrued liabilities and other current liabilities		1,639,391			(137,307	)
Income taxes payable		942,118			—
Net cash provided by operating activities		5,464,627			5,395,585
INVESTING ACTIVITIES:
Payments received on sales-type leases		1,789,330			1,147,020
Capital expenditures:
Revenue equipment		(781,356	)		(4,037,730	)
Other equipment		(313,132	)		(671,512	)
Proceeds from disposals of property and equipment		280,540			207,900
Net cash provided by (used in) investing activities		975,382			(3,354,322	)
FINANCING ACTIVITIES:
Proceeds from sales of common stock		—			2,149
Proceeds from line of credit — net		(186,248	)		1,313,825
Proceeds from long-term debt		—			4,001,735
Principal 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			292,514
BALANCE AT END OF PERIOD	$	19,737		$	238,287
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes, net of refunds	$	179,352		$	1,850,715
Interest	$	515,029		$	592,183
SUPPLEMENTAL 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

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		2003
Numerator:
Net income	$	933,541	$	645,291
Denominator:
Basic weighted-average shares outstanding		2,711,966		2,710,673
Effect of dilutive stock options		239,241		125,876
Diluted weighted-average shares outstanding		2,951,207		2,836,549
Basic earnings per share	$	0.34	$	0.24
Diluted earnings per share	$	0.32	$	0.23

	For the Six Months ended June 30,
	2004		2003
Numerator:
Net income	$	1,310,227	$	649,477
Denominator:
Basic weighted-average shares outstanding		2,711,966		2,710,669
Effect of dilutive stock options		238,969		127,015
Diluted weighted-average shares outstanding		2,950,935		2,837,684
Basic earnings per share	$	0.48	$	0.24
Diluted earnings per share	$	0.44	$	0.23

7

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			2003
Net income, as reported	$	933,541		$	645,291
Stock-based employee compensation expense determined under fair value basis, net of tax		(972	)		(24,414	)
Pro forma net income	$	932,569		$	620,877
Earnings per share:
Basic — as reported	$	0.34		$	0.24
Basic — pro forma	$	0.34		$	0.23
Diluted — as reported	$	0.32		$	0.23
Diluted — pro forma	$	0.32		$	0.22

For the Six Months Ended June 30,	2004			2003
Net income, as reported	$	1,310,227		$	649,477
Stock-based employee compensation expense determined under fair value basis, net of tax		(6,619	)		(54,110	)
Pro forma net income	$	1,303,608		$	595,367
Earnings per share:
Basic — as reported	$	0.48		$	0.24
Basic — pro forma	$	0.48		$	0.22
Diluted — as reported	$	0.44		$	0.23
Diluted — 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

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

Results of Operations

     Three Months Ended June 30, 2004

	Boyd			Logistics			WTI			Total
Operating revenues	$	27,738,887		$	2,867,027		$	7,290,401		$	37,896,315
Operating expenses		26,661,230			2,622,658			6,773,712		$	36,057,600
Operating income		1,077,657			244,369			516,689		$	1,838,715
Operating ratio		96.1	%		91.5	%		92.9	%		95.1	%

     Three Months Ended June 30, 2003

	Boyd			Logistics			WTI			Total
Operating revenues	$	25,359,773		$	2,421,732		$	6,586,625		$	34,368,130
Operating expenses		24,297,315			2,352,159			6,304,630			32,954,104
Operating income		1,062,458			69,573			281,995			1,414,026
Operating ratio		95.8	%		97.1	%		95.7	%		95.9	%

     Six Months Ended June 30, 2004

	Boyd			Logistics			WTI			Total
Operating revenues	$	53,217,730		$	5,695,115		$	13,332,361		$	72,245,206
Operating expenses		51,643,640			5,186,285			12,684,529			69,514,454
Operating income		1,574,090			508,830			647,832			2,730,752
Operating ratio		97.0	%		91.1	%		95.1	%		96.2	%

     Six Months Ended June 30, 2003

	Boyd			Logistics			WTI			Total
Operating revenue	$	49,671,432		$	5,160,632		$	12,113,544		$	66,945,608
Operating expenses		48,306,799			4,945,506			11,941,286			65,193,591
Operating income		1,364,633			215,126			172,258			1,752,017
Operating ratio		97.3	%		95.8	%		98.6	%		97.4	%

Identifiable Assets

     As of June 30, 2004

	Boyd		Logistics		WTI		Total
Cash and bank overdrafts	$	—	$	—	$	19,737	$	19,737
Property and equipment		46,740,667		369,477		4,531,932		51,642,076
Goodwill, net		—		14,300		3,452,446		3,466,746
Capital expenditures		4,286,958		9,406		61,445		4,357,809
Total assets		72,290,250		1,422,357		7,640,896		81,353,503
Long-term debt (including current maturities)		25,314,461		—		1,602,736		26,917,197

     As of December 31, 2003

	Boyd		Logistics		WTI		Total
Cash and cash equivalents	$	116,141	$	—	$	167,333	$	283,474
Property and equipment		47,804,787		310,784		4,291,190		52,406,761
Goodwill, net		14,300		—		3,452,446		3,466,746
Capital expenditures		13,348,312		90,249		114,526		13,553,087
Total assets		72,230,246		904,813		6,735,025		79,870,084
Long-term debt (including current maturities)		28,281,728		—		1,601,973		29,883,701

10

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

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.

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     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.

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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						WTI
	Quarter Ended June 30,
	2004			2003			2004			2003			2004			2003			2004			2003
Operating revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses
Salaries, wages, and employee benefits		30.0			28.5			37.0			34.4			8.3			8.9			11.9			12.8
Cost of independent contractors		29.0			31.8			15.8			19.0			78.1			83.3			59.9			62.1
Fuel		13.2			12.2			16.5			15.3			0.1			0.4			5.5			4.4
Operating supplies		7.8			7.8			9.0			9.3			2.2			1.9			5.4			4.4
Operating taxes and licenses		1.7			1.9			1.8			2.1			0.0			0.0			1.6			1.8
Insurance and claims		4.4			3.2			5.3			3.8			0.7			0.2			2.2			2.3
Communications and utilities		0.7			1.0			0.9			1.1			0.6			1.4			0.5			0.6
Depreciation and amortization		7.0			8.6			8.6			10.7			0.8			0.3			3.2			3.4
Gain on disposition of property and equipment, net		(0.1	)		(0.6	)		(0.1	)		(0.8	)		(0.0	)		(0.0	)		0.0			0.1
Other		1.4			1.5			1.3			0.9			0.7			0.7			2.7			3.8
Total operating expenses		95.1			95.9			96.1			95.8			91.5			97.1			92.9			95.7
Operating income		4.9			4.1			3.9			4.2			8.5			2.9			7.1			4.3
Interest expense, net		(0.7	)		(0.9	)		(1.0	)		(1.3	)		(0.0	)		0.0			0.2			0.2
Income before income taxes		4.2			3.2			2.9			2.9			8.5			2.9			7.3			4.5
Income taxes		1.7			1.3			1.5			1.3			0.0			0.0			3.0			1.9
Net income		2.5	%		1.9	%		1.4	%		1.6	%		8.5	%		2.9	%		4.3	%		2.6	%

	Company						Boyd						WTI
	Average counts for the quarter ended June 30,
	2004			2003			2004			2003			2004			2003
Company operated tractors		581			552			539			518			42			34
Owner-operated tractors		308			357			140			176			168			181
Total tractors		889			909			679			694			210			215
Company 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.

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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.

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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						WTI
	Year to Date Ended June 30,
	2004			2003			2004			2003			2004			2003			2004			2003
Operating revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses
Salaries, wages, and employee benefits		29.8			28.5			36.4			34.4			8.0			8.1			12.4			12.9
Cost of independent contractors		29.8			32.1			16.9			19.6			78.1			82.2			60.9			61.9
Fuel		13.6			13.1			17.1			16.5			0.1			0.3			5.4			4.8
Operating supplies		8.0			7.5			9.3			8.8			2.3			2.2			5.1			4.4
Operating taxes and licenses		1.7			1.9			1.9			2.1			0.0			0.0			1.8			1.7
Insurance and claims		3.8			3.7			4.5			3.9			0.8			0.0			2.3			4.3
Communications and utilities		0.8			1.0			0.9			1.1			0.6			1.3			0.6			0.7
Depreciation and amortization		7.4			8.4			9.0			10.3			0.8			0.3			3.6			3.8
Gain on disposition of property and equipment, net		0.0			(0.3	)		0.0			(0.4	)		(0.0	)		(0.0	)		0.0			0.0
Other		1.4			1.5			1.0			1.0			0.4			1.4			3.0			4.1
Total operating expenses		96.3			97.4			97.3			97.3			91.1			95.8			95.1			98.6
Operating income		3.7			2.6			3.0			2.7			8.9			4.2			4.9			1.4
Interest expense, net		(0.7	)		(1.0	)		(1.1	)		(1.4	)		(0.0	)		0.0			0.5			0.3
Income before income taxes		3.0			1.6			1.9			1.3			8.9			4.2			5.4			1.7
Income taxes		1.2			0.6			1.1			0.7			0.0			0.0			2.3			0.8
Net income		1.8	%		1.0	%		0.8	%		0.6	%		8.9	%		4.2	%		3.1	%		0.9	%

	Company						Boyd						WTI
	Average counts for the six months ended June 30,
	2004			2003			2004			2003			2004			2003
Company operated tractors		575			545			533			511			42			34
Owner-operated tractors		329			356			147			176			182			180
Total tractors		904			901			680			687			224			214
Company 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

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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.

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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

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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 Form
10-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

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

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

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

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 CEO
31.2	Section 302 Certification of the CFO
32.0	Section 906 Certification of the CEO & CFO

(b) Reports on Form 8-K

     None.

23

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. Bailey
	Richard C. Bailey, Chief Financial Officer
	(Principal Accounting Officer)

24

EX-10.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 10.1




                                   COMMERCIAL LOAN AND SECURITY AGREEMENT            00147900000000427
[LOGO] NAVISTAR FINANCIAL      (FOR NEW OR USED MOTOR VEHICLES AND EQUIPMENT)
       CORPORATION                                                                   Agreement Date: 5/24/2004

                                The undersigned Borrower hereby applies to Navistar Financial Corporation ("Lender") for a
                                loan of the Unpaid Balance shown below, on the following terms and conditions, in connection
                                with the purchase from seller of the equipment described below (the "Goods"). Borrower hereby
                                acknowledges delivery, inspection and acceptance of the Goods, represents that the Goods are
                                being purchased for a business or commercial purpose and authorizes disbursement of loan
                                proceeds to seller in payment for the Goods or other obligations of Borrower.

  SELLER INFORMATION:                                                BORROWER INFORMATION:
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
SELLER NUMBER: 001479-000                                          Boyd Brothers Transportation, Inc

International Truck and Engine Corporation                         3275 Hwy 30                                SSN#/TAX-ID

Duluth, GA                                                         Clayton AL 36016
   APPROVAL                                                          COUNTY:                                  CUSTOMER #
            01384510                                                        Barbour            (334)775-1215    04706016
====================================================================================================================================

  DESCRIPTION OF EQUIPMENT
====================================================================================================================================
VEHICLE    NEW
YEAR       USED       MANUFACTURER       MODEL      SERIAL NUMBER         EQUIPMENT TYPE             UNIT PRICE        UNIT NUMBER
====================================================================================================================================

                                                    SEE ADDENDUM - SCHEDULE A

====================================================================================================================================

  DESCRIPTION OF TRADE-IN
====================================================================================================================================
VEHICLE                                                                               GROSS         LESS AMOUNT          TRADE-IN
YEAR      MANUFACTURER       MODEL       SERIAL NUMBER           BODY TYPE          ALLOWANCE          OWING         (NET ALLOWANCE)
====================================================================================================================================

                                                    SEE ADDENDUM - SCHEDULE B

====================================================================================================================================
  INSURANCE COVERAGE                                                        SALE ANALYSIS
====================================================================================================================================
NO LIABILITY INSURANCE INCLUDED                                            1. CASH PRICE                               $1,879,403.25
==========================================================================----------------------------------------------------------
PHYSICAL DAMAGE:                                                           2. SALES AND OTHER TAXES                      $227,896.75
Physical Damage Insurance satisfactory to Lender is required. The         ----------------------------------------------------------
Borrower may choose the person through which the insurance is to be        3. CASH PRICE + TAX (1 + 2)                 $2,107,300.00
obtained or provide such insurance through an existing policy subject     ----------------------------------------------------------
to Lender's right to refuse to accept any such insurer for any reasonable  4. a. CASH DOWN PAYMENT                             $0.00
cause. If Physical Damage Insurance is included in this Agreement, the    ----------------------------------------------------------
cost of insurance shall be as set forth in item 6a and the following          b. TRADE-IN (NET ALLOWANCE)                $530,600.00
coverage is provided for a term of     months from the date of delivery.  ----------------------------------------------------------
                                                                              TOTAL DOWN PAYMENT (a + b)                 $530,600.00
                     Deductible Other Than Collision (Specified Perils,   ----------------------------------------------------------
                     Comprehensive or Fire, Theft and Combined Additional  5. UNPAID BALANCE OF CASH PRICE (3 LESS 4)  $1,576,700.00
                     Coverage, as per attached insurance application.)    ----------------------------------------------------------
                                                                           6.  a. PHYSICAL DAMAGE                              $0.00
                     Deductible Collision                                 ----------------------------------------------------------
                                                                               b. CREDIT LIFE INSURANCE                        $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Physical Damage Insurance Company              Agent Name/Phone        c. TITLE AND OFFICIAL FEES                      $0.00
                                                                          ----------------------------------------------------------
Texas Residents Only: If physical damage insurance is obtained through         d. DOCUMENTATION FEE                          $350.00
the Lender and placed with a county mutual insurance company, the premium ----------------------------------------------------------
or rate of charge is not fixed or approved by the Texas State Board of         e. OPTIONAL SERVICE/EXTENDED WARRANTY           $0.00
Insurance.                                                                ----------------------------------------------------------
CREDIT LIFE INSURANCE IS NOT REQUIRED.                                         f. OTHER                                        $0.00
If a charge is included in 6b it is understood that credit life insurance ----------------------------------------------------------
is requested in this Agreement and the Borrower signing below is the       TOTAL CHARGES (Total of 6a to 6f)                 $350.00
insured. Borrower hereby acknowledges receipt of a certificate containing ----------------------------------------------------------
the terms of such insurance through Agent:                                 7. TOTAL CHARGES INCURRED (5 + 6)           $1,577,050.00

- ------------------------------------------------------------------------
Name of Credit Life Insurance Company                  Agent Name/Phone
====================================================================================================================================

PROMISSORY NOTE: If this Agreement is accepted by Lender, Borrower promises to pay to Lender or to its order the TOTAL CHARGES
INCURRED set forth in Line 7 above, together with interest from the date of this Agreement, in installments as set forth below:

Borrower agrees to pay Lender the TOTAL CHARGES INCURRED plus interest in the amount of $216,042.80 computed at a rate equivalent to
5.00% per annum in installments as set forth below payable on the same day of each successive month:




====================================================================================================================================
  # of        Amount of                          # of        Amount of                          # of       Amount of
Payments      Payment       Beginning          Payments       Payment       Beginning          Payments     Payment     Beginning
====================================================================================================================================
 60           $29,884.88     7/24/2004

====================================================================================================================================



FOR USE IN SOUTH CAROLINA ONLY: WAIVER OF HEARING PRIOR TO IMMEDIATE POSSESSION: BORROWER HEREBY EXPRESSLY AGREES THAT, SHOULD THE
LENDER BE ENTITLED TO POSSESSION OF THE GOODS DESCRIBED ABOVE OR ITS PROCEEDS UNDER THE TERMS OF THIS AGREEMENT OR ANY DOCUMENT
EXECUTED IN CONNECTION HEREWITH (INCLUDING ANY FURTHER EXTENSIONS, RENEWALS, ETC.) BORROWER WAIVES ITS RIGHT TO NOTICE AND AN
OPPORTUNITY TO BE HEARD PRIOR TO REPOSSESSION OF THE GOODS BY THE LENDER.

NOTICE TO BORROWER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS BLANK SPACES. 2. YOU ARE ENTITLED TO A
COMPLETELY FILLED-IN COPY OF THE AGREEMENT WHEN YOU SIGN IT. 3. UNDER THE LAW, YOU HAVE THE FOLLOWING RIGHTS, AMONG OTHERS: (a) TO
PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE INTEREST CHARGES BASED ON THE ACTUARIAL METHOD UNLESS
ANOTHER METHOD IS REQUIRED BY LAW; (b) TO REDEEM THE GOODS IF REPOSSESSED FOR DEFAULT; (c) TO REQUIRE, UNDER CERTAIN CONDITIONS, A
RESALE OF THE GOODS IF REPOSSESSED. 4. IF YOU DESIRE TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE, THE AMOUNT OF REFUND YOU ARE
ENTITLED TO, IF ANY, WILL BE FURNISHED UPON REQUEST. 5. IN TEXAS, THIS AGREEMENT MAY BE SUBJECT IN WHOLE OR IN PART TO TEXAS LAW
WHICH IS ENFORCED BY THE CONSUMER CREDIT COMMISSIONER, 2601 NORTH LAMAR, AUSTIN, TEXAS 78705-4207. TELEPHONE (512) 479-1285,
(214) 263-2016, (713) 461-4074.


- ------------------------------------------------------------------------------------------------------------------------------------
Page  1 of 3    COMMERCIAL LOAN AND SECURITY AGREEMENT FOR : Boyd Brothers Transportation, Inc


                             ADDITIONAL PROVISIONS
                                                              00147900000000427

LATE PAYMENTS: In addition to promising to pay the "Total Payments" as set forth
above, Borrower promises to pay past due interest accrued from maturity on each
installment in default more than 10 days at the highest rate permitted by law.
Borrower also agrees to pay all expenses actually incurred, including attorney
fees, in collecting any amount payable under this Agreement, all to the extent
allowed by law.

PARTIES: As used herein, "Borrower" shall include all persons or entities who
sign as "Borrower(s)." "Lender" shall mean Navistar Financial Corporation, its
successors and assigns. "Affiliates" shall include all entities directly or
indirectly controlling or controlled by, or under common control with Lender
including but not limited to, Harco Leasing Company, Inc. and Navistar Leasing
Company. Upon notice of assignment, Borrower agrees to make payments hereunder
directly to assignee. Assignee shall be entitled to all rights of Lender free
from any defense, set-off or counterclaim by the Borrower against the Lender,
except as required by law. Seller shall not be the agent of Lender for
transmission of payments or otherwise.

NO WARRANTIES BY LENDER: Borrower agrees that Lender is neither the seller nor
the manufacturer of the Goods, and has not made and does not make any
representation, warranty or covenant with respect to the Goods, either express
or implied, written or oral, including but not limited to any representation,
warranty or covenant with respect to condition, quality, safety, durability,
merchantability, or fitness for a particular purpose. Borrower selected the
Goods and hereby agrees that any and all claims that Borrower has or may in the
future have against the seller and/or manufacturer shall not be asserted as an
offset against Lender, including but not limited to any claims in product
liability.

USE OF PROPERTY: Borrower shall hold and use the Goods at its risk and expense
with respect to loss or damages, and taxes and charges of every kind; shall take
proper care of the Goods and shall not abuse or misuse the same; shall not sell,
assign or transfer its interest in the Goods or remove the Goods from the
jurisdiction in which they now reside without the prior written consent of
Lender; shall not use the Goods for any illegal purpose and shall not attach any
of the Goods to any real estate or to any other property in such a manner as to
become a part thereof. If Borrower fails to pay said taxes and said charges,
Lender may, at its election, either do so and charge same to Borrower or treat
such failure as a breach of condition of this agreement. Any amount so paid by
the Lender shall become a part of the indebtedness secured hereunder.

PHYSICAL DAMAGE INSURANCE: If a cost for physical damage insurance is included
in the Agreement, Borrower hereby assigns to Lender the right to cancel such
insurance. If any insurance included in this Agreement is cancelled, whether by
request of the Borrower or the Lender, or action of the Insurance Company,
Lender is hereby authorized on behalf of Borrower to receive any unearned
premium refund. If no cost of physical damage insurance is included in this
Agreement, Borrower agrees to promptly insure the Goods at its own expense with
a company acceptable to the Lender against loss by fire, theft and collision for
the period of the term of this Agreement and in such amounts and upon such terms
as are acceptable to Lender. Borrower specifically covenants to name Lender as
loss payee as its interest may appear. Lender may, in its sole discretion, apply
any proceeds of insurance received by it to any indebtedness owed by Borrower to
Lender or its Affiliates.

PLACEMENT OF PHYSICAL DAMAGE INSURANCE: Unless Borrower provides Lender with
evidence of the insurance coverage required by this Agreement, Lender may, but
will not be obligated to, purchase insurance at Borrower's expense to protect
Lender's interest in the Goods. This insurance may, but need not, protect
Borrower's interests. The coverage that Lender purchases may not pay any claim
that Borrower makes or any claim that is made against Borrower in connection
with the Goods. Borrower may later cancel any insurance purchased by Lender, but
only after providing Lender with evidence that Borrower has obtained other
insurance as required by the Agreement. If Lender purchases insurance for the
Goods, Borrower will be responsible for the costs of such insurance including
interest and any other charge Lender may impose in connection with the placement
of the insurance, until the effective date of the cancellation or expiration of
the insurance. The cost of the insurance may be added to Borrower's outstanding
balance due and owing Lender under the Agreement. The cost of the insurance may
be more than the cost of insurance Borrower may be able to obtain on its own.

SECURITY INTEREST: In order to secure performance and payment of the loans made
by Lender to Borrower and all of Borrower's obligations and indebtedness
hereunder and of all other amounts due or to become due hereunder and to secure
each and every other obligation or indebtedness of every kind and description
and howsoever arising, now or hereafter owing by Borrower to Lender or its
Affiliates, Lender hereby retains, and Borrower hereby grants, a purchase money
security interest under the Uniform Commercial Code in and to the Goods
described above, together with all replacements, repairs and accessions thereto
and cash and the non-cash proceeds (including insurance proceeds) thereof. The
security interest hereby granted is a separate, independent security interest
that is in addition to, and not in substitution for, any and all security
interests heretofore or hereafter granted by Borrower to Lender. This Agreement
is not an amendment to or modification of, or a waiver or release by Lender of,
any term, provision or condition of any other agreement between Borrower and
Lender. Further, Lender hereby retains and Borrower hereby grants a security
interest in the proceeds of any physical damage, credit life and or disability
insurance for which a charge is stated above or which is supplied by Borrower,
and if a charge for any such insurance has been included in this Agreement, a
security interest in the refund of any unearned premiums in the event such
insurance is terminated or canceled for any reason. Borrower will not grant any
other security interest in and to the Goods described above, without the prior
written consent of Lender. Borrower shall cause, or cooperate with Lender in
causing, Lender's security interest in the Goods to become properly perfected
under state law through filing of a financing statement or notation on
appropriate perfection documents.

DEFAULT: For use in all states except Louisiana. Time is of the essence hereof
and if Borrower defaults in any one of the payments on the loan or other payment
provided for herein when due or breaches any other covenant or condition of this
Agreement, or any other contract or agreement between Borrower and Lender or its
Affiliates or if the Goods are levied upon, or Borrower becomes bankrupt or
insolvent or a petition in bankruptcy is filed by or against the Borrower, then
Lender may, in its sole option and discretion in any such event declare the
total amount unpaid hereunder, including accrued delinquency charges, and
excluding unearned interest, immediately due and payable and may take possession
of the Goods in a lawful manner wherever found without notice, demand or legal
process, or may require the Borrower to assemble the Goods and make them
available to the Lender at a place to be designated by the Lender, and where not
prohibited by law, may sell the same at public or private sale, with or without
notice, at which sale Lender may become the purchaser, may deduct from the
proceeds of any such sale all taxes and charges due on the Goods and all
expenses of taking, removing, holding, repairing and selling the Goods, and may
apply the net proceeds to any indebtedness of Borrower, returning to Borrower
any surplus or holding Borrower liable for any deficiency; and in consideration
of the use of the Goods and for diminution in saleable value thereof, Lender may
retain all payments made; or Lender may pursue any other remedy provided by law.
Lender may accept partial payments of any sum due without waiving or otherwise
modifying the terms of this Agreement and the waiver by Lender of a breach of
any condition of this Agreement shall not constitute a waiver of any subsequent
breach whether or not of a like character. In the event of bankruptcy or other
insolvency proceedings, in addition to the above remedies, the Lender shall be
entitled to any rental or other income produced by the Goods prior to their
release to Lender.

- --------------------------------------------------------------------------------
Page 2 of 3 COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers
Transportation, Inc



                                                              00147900000000427

                    ADDITIONAL PROVISIONS - (Continued)
- --------------------------------------------------------------------------------
DEFAULT: For Use In Louisiana Only. Borrower does hereby confess judgment in
favor of the Lender or any subsequent holder of this agreement for principal,
interest, attorney's fees, and costs; and does hereby declare that if anyone of
the payments on the loan or other payment provided for herein is not fully paid
when due, if default be made in compliance with any condition or covenant
herein, or proceedings in bankruptcy, insolvency or receivership be instituted
by or against the Borrower, or if any action is taken looking toward the
appointment of a receiver, syndic or curata of Borrower or if the property be
used in violation of any state or Federal law, such violation shall constitute a
breach of this Agreement which shall ipso facto be immediately due and eligible
in its entirety and the Lender may cause all and singular the Goods herein
described to be seized and sold under executory or other legal process in any
court, without appraisement, to the highest bidder, payable in cash. Borrower
hereby specifically waives the three (3) day notice of demand provided by
Article 2639 of the Louisiana Code of Civil Procedure and Notice of Appraisement
set forth under Article 2723 of the Louisiana Code of Civil Procedure end all
pleas of division and discussion and the benefit of appraisement or the said
Lender may and is hereby authorized to take immediate possession of the Goods
wherever found without process of law and hold same until the amount due and
either at public or private sale without demand for performance of without
notice to the Borrower, with or without having the Goods at the place of sale.
The Lender, or future holder of this Agreement, shall have the right to bid at
any public sale. From the proceeds of such sale, the Lender, or future holder of
this Agreement, shall deduct all expenses for retaking, repairing and selling
the Goods, including a reasonable attorney's fee. Pursuant to the authority of
Louisiana Revised Statutes 9:5136 et Seq., Borrower hereby appoints Lender, or
its designee, to be keeper or receiver of the collateral herein described who,
at its option, may take possession thereof and administer same immediately upon
any seizure incident to any legal action brought by Lender.
- --------------------------------------------------------------------------------

CO-BORROWER: The obligation of any co-borrower hereunder shall be primary and
the co-borrower shall be jointly and severally liable with the Borrower for
payment in full of all amounts due or to become due pursuant to the terms and
conditions of this Agreement.

GENERAL: Borrower hereby covenants that all facts and information contained
herein and in the credit application are true and correct as of the date hereof
and specifically warrants that there are no other amounts owing on the trade-in
equipment except as may be indicated herein. Renewal, extension, or assignment
of this Agreement shall not release Borrower or Co-Borrower from any obligations
hereunder.

POWER OF ATTORNEY: Borrower hereby irrevocably authorizes and empowers Lender to
execute, sign, and file on Borrower(s) behalf any financing statement,
continuation statement or any other document related to the perfection or
protection of the security interest hereby created, if allowed by law. This
Power of Attorney being coupled with an interest is irrevocable, and a photocopy
or other facsimile thereof shall constitute proof of Agent's continuing
authorization to act on behalf of Principal in all matters referred to above.

APPLICATION OF PAYMENTS: Each payment received on the loan shall be applied
first to accrued interest and delinquency charges and then to the balance of any
amount financed then outstanding.


SAVINGS CLAUSE: Should any provision of this Agreement be or become invalid,
illegal, prohibited or uneforceable by law or otherwise, then such provision
shall be void; however, such impairment shall not in any way invalidate or
impair the remainder of this Agreement or any other of its provisions, If the
rate of interest or other charges set forth hereunder shall exceed the
applicable maximum, then such rate shall be reduced to such maximum and any
excess interest or charge that may have been collected shall, at the option of
the Borrower, either be refunded in cash or applied as a credit to unpaid
principal. In no event shaft Borrower be obligated to pay such excess charges.

ACCEPTANCE BY LENDER, CHOICE OF LAW: This Agreement is not binding until
accepted by Lender in Illinois. Except as prohibited by law, the law of
Illinois, where this Agreement is entered into, and applicable federal law shall
control the construction and validity of this Agreement, This Agreement is
entered into in Illinois and all loans made by the Lender will be extended from
Illinois. The validity and enforcement of the security interest granted
hereunder shall be controlled by the law of jurisdiction where the Goods are to
be kept and used.

QUARTERLY PRIME RATE: As used in this Agreement the "Quarterly Prime Rate" shall
mean for each calendar quarter, the Prime Rate as published in the Wall Street
Journal on the last business day of the month immediately preceding the first
day of each calendar quarter.

QUARTERLY LIBOR RATE: Shall mean, for each calendar quarter, the 90-day London
Interbank Offered Rate as published in the Wall Street Journal on the last
business day of the month immediately preceding the first day of each calendar
quarter.

WAIVER OF JURY TRIAL: BORROWER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
RELATING TO THIS AGREEMENT.

- --------------------------------------------------------------------------------

This Space Intentionally Left Blank

- --------------------------------------------------------------------------------

All payments shall be paid to Lender at P.O. Box 96070, Chicago, IL 60693-6070
or as otherwise directed by Lender o Borrower in writing. Telephone inquiries
should be directed to Navistar Financial Corporation (847) 734-4000, All other
correspondence should be sent to Lender at P.O. Box 4024, Attn: FSC, Schaumburg,
IL 60168-4024

================================================================================
Borrower has read and agrees to all terms, provisions and conditions contained
in this three page Agreement, agrees that this Agreement contains the entire
agreement between Borrower and Lender relating to this loan for the purchase of
the Goods, and supersedes all previous agreements, except as to agreements
between Borrower and Lender,

                                                                             
====================================================================================================================================
This Agreement is subject to the terms of the Retail Financing                     BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY
Arrangement between the Lender and Seller. Initial for:                         ====================================================

Non-Recourse ___________________    Guaranty _______________                     NAME OF BORROWER:
                                                                                  Boyd Brothers Transportation, Inc.
AUTHORIZED SIGNATURE FOR SELLER                                                  (Name of Individual(s), corporation or partnership.
                                                                                 Give trade style, if any after name.)
BY ___________________________________________________________________________
      Signature of Owner, Officer, or Authorized Rep.)     (Title)                 BY                        TITLE
================================================================================     -----------------------------------------------
LENDERS
ACCEPTANCE                                                                            (If corporation, authorized party must sign
================================================================================      and show corporate title, if partnership, a
Lender: Navistar Financial Corporation   Accepted by Lender at:                       general partner must sign, if owner(s) or
        2850 West Golf Road, Roiling Meadows, IL, 60008                               partner show which.)

BY                                              DATE                               BY                        TITLE
   -----------------------------------------------------------------------------     -----------------------------------------------
     Authorized Representative                                                        (Co-Borrower/Co-Signer/Guarantor)


Page 3 of 3   COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation, Inc








                     COMMERCIAL LOAN AND SECURITY AGREEMENT
                                   SCHEDULE A                  00147900000000427

[LOGO] Navistar Financial                             Agreement Date: 5/24/2004
       Corporation



SELLER INFORMATION                                               BORROWER INFORMATION:
- ----------------------------------------------------------------------------------------------------------------------
SELLER NUMBER: 001479-000                                        Boyd Brothers Transportation, Inc      (334) 775-1215
International Truck and Engine Corporation                       3275 Hwy 30                             SSN#/TAX-ID
Duluth GA                                                        Clayton AL 38016
APPROVAL 01384519                                                COUNTY: Barbour                         CUSTOMER #
                                                                                                         04706016
- -----------------------------------------------------------------------------------------------------------------------

DESCRIPTION OF EQUIPMENT
- -----------------------------------------------------------------------------------------------------------------------
                                                                                       
VEHICLE    NEW
YEAR       USED    MANUFACTURER     MODEL        SERIAL NUMBER          EQUIPMENT TYPE        UNIT PRICE    UNIT NUMBER
- -----------------------------------------------------------------------------------------------------------------------


2005       New     International    94001        2HSCNSBR75C024339      Sleeper Tractor       $75,560.13
2005       New     International    94001        2HSCNSBR35C024340      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR55C024341      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR75C024342      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR95C024343      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR05C024344      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR25C024345      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR45C024346      Sleeper Tractor       $75,160.13
2005       New     International    9400l        2HSCNSBR65C024347      Steeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR85C024348      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBRX5C024349      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR65C024350      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR85C024351      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBRX5C024352      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR25C024328      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR45C024329      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBRO5C024330      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR25C024331      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR45C024332      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR65C024333      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR85C024334      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBRX5C024335      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR15C024336      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR35C024337      Sleeper Tractor       $75,160.13
2005       New     International    94001        2HSCNSBR55C024338      Sleeper Tractor       $75,160.13




                          Total Collateral count = 25
- --------------------------------------------------      -------------------------------------------------
SELLER: International Truck and Engine Corporation      BORROWER Boyd Brothers Transportation, Inc

BY                                                      By   illegible              Title   President
   -----------------------------------------------         -----------------------        ---------------

       LENDER'S ACCEPTANCE                                     Accepted by Lender at:
       Lender: Navistar Financial Corporation                  2850 West Golf Road,
                                                               Rolling Meadows, IL 60008
       BY _________________________  DATE _______
          Authorized Representative
- ----------------------------------------------------------------------------------------------------------
COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation, Inc      SCHEDULE A  Page 1 of 1





                     COMMERCIAL LOAN AND SECURITY AGREEMENT
                                   SCHEDULE B                  00147900000000427

[LOGO] Navistar Financial                             Agreement Date: 5/24/2004
       Corporation



SELLER INFORMATION                                               BORROWER INFORMATION:
- ----------------------------------------------------------------------------------------------------------------------
SELLER NUMBER: 001479-000                                        Boyd Brothers Transportation, Inc      (334) 775-1215
International Truck and Engine Corporation                       3275 Hwy 30                             SSN#/TAX-ID
Duluth, GA                                                       Clayton AL 38016
APPROVAL 01384510                                                COUNTY: Barbour                         CUSTOMER #
                                                                                                         04706016
- -----------------------------------------------------------------------------------------------------------------------

DESCRIPTION OF TRADE-IN
- -----------------------------------------------------------------------------------------------------------------------
                                                                                   
VEHICLE                                                                      GROSS        LESS AMOUNT        TRADE-IN
YEAR      MANUFACTURER     MODEL    SERIAL NUMBER       BODY TYPE          ALLOWANCE         OWING       (NET ALLOWANCE)
- -----------------------------------------------------------------------------------------------------------------------


1999      International    9900     2HSFTASR0XC038650                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR2XC038651                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR6XC038653                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR8XC038654                      $18,574.00        $0.00           $18,574.00
1999      International    9900     2HSFTASRXXC038655                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASR1XC038656                      $18,574.00        $0.00           $18,574.00
1999      International    9900     2HSFTASR3XC038657                      $20,574 90        $0.00           $20,574 90
1999      International    9900     2HSFTASR9XC036623                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR0XC036624                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR0XC032833                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASR4XC032835                      $22,574.00        $0.00           $22,574.00
1999      International    9900     2HSFTASR8XC032837                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASRXXC032838                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR1XC032839                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASRXXC032872                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASR3XC032874                      $22,574.00        $0.00           $22,574.00
1999      International    9900     2HSFTASR5XC032875                      $21,824.00        $0.00           $21,824.00
l999      International    9900     2HSFTASR9XC032877                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR0XC032878                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR2XC032879                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASR3XC038643                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR5XC038644                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR7XC038645                      $20,574.00        $0.00           $20,574.00
1999      International    9900     2HSFTASR9XC038646                      $21,824.00        $0.00           $21,824.00
1999      International    9900     2HSFTASR2XC038648                      $21,824.00        $0.00           $21,824.00


                                         Total trade-in count = 25
- ---------------------------------------------------------             -------------------------------------------------
SELLER: International Truck and Engine Corporation                    BORROWER: Boyd Brothers Transportation, Inc

BY                                                                    By   illegible              Title   illegible
   ------------------------------------------------------                -----------------------        ---------------

       LENDER'S ACCEPTANCE                                               Accepted by Lender at:
       Lender: Navistar Financial Corporation                            2850 West Golf Road,
                                                                         Rolling Meadows, IL 60008
       BY _________________________  DATE _______
          Authorized Representative
- ----------------------------------------------------------------------------------------------------------
COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation, Inc      SCHEDULE B  Page 1 of 1



                             AMORTIZATION SCHEDULE


                                                                                        00147900000000427

[LOGO INTERNATIONAL]     Navistar Financial Corporation                                Fax   847 734 4020
                         P.O Box 4024, Schaumburg, IL 60168-4024                       Phone 847 734 4000

     Customer Name: Boyd Brothers Transportation, Inc
- ------------------------------------------------------------------------------------------------------------
 Amount to Finance: $1,577,050.00                 Date of Note: 5/24/2004            Payment Plan: Other
     Total Finance:   $216,042.80          Date Finance Begins: 5/24/2004           Rebate Method: Actuarial
    Total Payments: $1,793,092.80                          APR: 5.00                         Term: 61
- ------------------------------------------------------------------------------------------------------------
                           Principal         Period          Payment           Finance           Principal
Period        Date           Payment        Finance           Amount         Remaining           Remaining
- ------------------------------------------------------------------------------------------------------------

                                                                            
             Total             $0.00           $0.00    $1,793,092.80       $216,042.80       $1,577,050.00

1         06/24/04             $0.00       $6,571.03            $0.00       $209,471.77       $1,583,621.03
2         07/24/04        $23,286.47       $6,598.41       $29,884.88       $203,873.36       $1,560,334.56
3         08/24/04        $23,383.47       $6,501.41       $29,884.88       $196,371.95       $1,536,951.09
4         09/24/04        $23,480.93       $6,403.95       $29,884.88       $189,968.00       $1,513,470.16
5         10/24/04        $23,578.75       $6,306.13       $29,884.88       $183,661.87       $1,489,891.09
6         11/24/04        $23,677.01       $6,207.87       $29,884.88       $177,454.00       $1,466,214.40
7         12/24/04        $23,775.65       $6,109.23       $29,884.88       $171,344.77       $1,442,438.75
8         01/24/05        $23,874.71       $6,010.17       $29,884.88       $165,334.60       $1,418,564.04
9         02/24/05        $23,974.20       $5,910.68       $29,884.88       $159,423.92       $1,394,589.84
10        03/24/05        $24,074.09       $5,810.79       $29,884.88       $153,613.13       $1,370,515.75
11        04/24/05        $24,174.39       $5,710.49       $29.884.88       $147,902.64       $1,346,341.36
12        05/24/05        $24,275.13       $5,609.75       $29,884.88       $142,292.89       $1,322,066.23
13        06/24/05        $24,376.27       $5,508.61       $29,884.88       $136,784.28       $1,297,689.96
14        07/24/05        $24,477.84       $5,407.04       $29,884.88       $131,377.24       $1,273,212.12
15        08/24/05        $24,579.83       $5,305.05       $29,884.88       $126,072.19       $1,248,632.29
16        09/24/05        $24,682.25       $5,202.63       $29,584.88       $120,869.56       $1,223,950.04
17        10/24/05        $24,785.08       $5,099.80       $29,884.88       $115,769.76       $1,199,164.96
18        11/24/05        $24,888.36       $4,996.52       $29,884.88       $110,773.24       $1,174,276.60
19        12/24/05        $24,992.06       $4,892.82       $29,884.88       $105,880.42       $1,149,284.54
20        01/24/06        $25,096.20       $4,788.68       $29,884.88       $101,091.74       $1,124,188.34
21        02/24/06        $25,200.76       $4,684.12       $29,884.88        $96,407.62       $1,098,987.58
22        03/24/06        $25,305.76       $4,579.12       $29,884.88        $91,828.50       $1,073,681.82
23        04/24/06        $25,411.20       $4,473.68       $29,884.88        $87,354.82       $1,048,270.62
24        05/24/06        $25,517.10       $4,367.78       $29,884.88        $82,987.04       $1,022,753.52
25        06/24/06        $25,623.40       $4,261.48       $29,884.88        $78,725.56         $997,130.12
26        07/24/06        $25,730.17       $4,154.71       $29,884.88        $74,570.85         $971,399.95
27        08/24/06        $25,837.38       $4,047.50       $29,884.88        $70,523.35         $945,562.57
28        09/24/06        $25,945.03       $3,939.85       $29,884.88        $66,583.50         $919,617.54
29        10/24/06        $26,053.15       $3,831.73       $29,884.88        $62,751.77         $893,564.39
30        11/24/06        $26,161.70       $3,723.18       $29,884.88        $59,028.59         $867,402.69
31        12/24/06        $26,270.70       $3,614.18       $29,884.88        $55,414.41         $841,131.99
32        01/24/07        $26,380.16       $3,504.72       $29,884.88        $51,909.69         $814,751.83
33        02/24/07        $26,490.08       $3,394.80       $29,884.88        $48,514.89         $788,261.75
34        03/24/07        $26,600.45       $3,284.43       $29,884.88        $45,230.46         $761,661.30
35        04/24/07        $26,711.30       $3,173.58       $29,884.88        $42,056.88         $734,950.00
36        05/24/07        $26,822.59       $3,062.29       $29.884.88        $38,994.59         $708,127.41
37        06/24/07        $26,934.34       $2,950.54       $29,884.88        $36,044.05         $681,193.07
38        07/24/07        $27,046.58       $2,838.30       $29,884.88        $33,205.75         $654,146.49
39        08/24/07        $27,159.26       $2,725.62       $29.884.88        $30,480.13         $626,987.23
40        09/24/07        $27,272.44       $2,612.44       $29,884.88        $27,867.69         $599,714.79
41        10/24/07        $27,586.07       $2,498.81       $29,884.88        $25,368.88         $572,328.72
42        11/24/07        $27,500.18       $2,384.70       $29,884.88        $22,984.18         $544,828.54
43        12/24/07        $27,614.76       $2,270.12       $29,884.88        $20,714.06         $517,213.78
44        01/24/08        $27,729.82       $2,155.06       $29,884.88        $18,559.00         $489,483.96
45        02/24/08        $27,845.37       $2,039.51       $29,884.88        $16,519.49         $461,638.59
46        03/24/08        $27,961.39       $1,923.50       $29,884.88        $14,595.99         $433,677.21
47        04/24/08        $28,077.89       $1,806.99       $29,884.88        $12,789.00         $405,599.32
48        05/24/08        $28,194.89       $1,689.99       $29.884.88        $11,099.01         $377,404.43
- ------------------------------------------------------------------------------------------------------------
COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation, Inc.         Amortization Schedule
                                                                                                 Page 1 of 2



                             AMORTIZATION SCHEDULE


                                                                                        00147900000000427

[INTERNATIONAL LOGO]     Navistar Financial Corporation                                Fax   847 734 4020
                         P.O Box 4024, Schaumburg, IL 60168-4024                       Phone 847 734 4000

     CUSTOMER NAME: Boyd Brothers Transportation, Inc
- ------------------------------------------------------------------------------------------------------------
 AMOUNT TO FINANCE: $1,577,050.00                 DATE OF NOTE: 5/24/2004            PAYMENT PLAN: OTHER
     TOTAL FINANCE:   $216,042.80          DATE FINANCE BEGINS: 5/24/2004           REBATE METHOD: ACTUARIAL
    TOTAL PAYMENTS: $1,793,092.80                          APR: 5.00                         TERM: 61
- ------------------------------------------------------------------------------------------------------------
                           Principal         Period          Payment           Finance           Principal
Period        Date           Payment        Finance           Amount         Remaining           Remaining
- ------------------------------------------------------------------------------------------------------------
                                                                            

49        06/24/08        $28,312.36       $1,572.52       $29,884.88         $9,526.49         $349,092.07
50        07/24/08        $28,430.33       $1,454.55       $29,884.88         $8,071.94         $320,661.74
51        08/24/08        $28,548.79       $1,336.09       $29,884.88         $6,735.85         $292,112.95
52        09/24/08        $28,667.74       $1,217.14       $29,884.88         $5,518.71         $263,445.21
53        10/24/08        $28,787.19       $1,097.69       $29,884.88         $4,421.02         $234,658.02
54        11/24/08        $28,907.14         $977.74       $29,884.88         $3,443.28         $205,750.88
55        12/24/08        $29,027.58         $857.30       $29,884.88         $2,585.98         $176,723.30
56        01/24/09        $29,148.54         $736.34       $29,884.88         $1,849.64         $147,574.76
57        02/24/09        $29,269.98         $614.90       $29,884.88         $1,234.74         $118,304.78
58        03/24/09        $29,391.94         $402.94       $29,884.88           $741.80          $88,912.84
59        04/24/09        $29,514.41         $370.47       $29,884.88           $371.33          $59,398.43
60        05/24/09        $29,637.39         $247.49       $29,884.88           $123.84          $29,761.04
61        06/24/09        $29,761.04         $123.84       $29,884.88             $0.00               $0.00
          Total        $1,577,050.00     $216,042.80    $1,793,092.80             $0.00               $0.00









- ------------------------------------------------------------------------------------------------------------
 THIS SCHEDULE MAY NOT REFLECT THE ACTUAL NET BALANCE OWING IF THE CONTRACT IS TERMINATED PRIOR TO MATURITY.
- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------
SELLER: INTERNATIONAL TRUCK AND ENGINE CORPORATION               BORROWER: BOYD BROTHERS TRANSPORTATION, INC

BY                                                      BY   illegible              TITLE COM/CFO
- ------------------------------------------------------------------------------------------------------------
       LENDER'S ACCEPTANCE                                     Accepted by Lender at:
       Lender: Navistar Financial Corporation                  2850 West Golf Road,
                                                               Rolling Meadows, IL 60008
       BY _________________________  DATE _______
          Authorized Representative
- ------------------------------------------------------------------------------------------------------------
COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: BOYD BROTHERS TRANSPORTATION, INC          Amortization Schedule
                                                                                                 Page 2 of 2

EX-31.1

                                                                  Exhibit 31.1


                                  CERTIFICATION

I, Gail B. Cooper, certify that:

    1.  I have reviewed this report on Form 10-Q of Boyd Bros Transportation
        Inc.;

    2.  Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this report;

    3.  Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented in this
        report;

    4.  The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

           a)     Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;


           b)     Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

           c)     Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth quarter in the case of an annual report) that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and


    5.  The registrant's other certifying officer and I have disclosed, based
        on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of the
        registrant's board of directors (or persons performing the equivalent
        function):

           a)     All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

           b)     Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls over financial reporting.


Date: August 16, 2004

                                                /s/  Gail B. Cooper
                                               --------------------------------
                                               Gail B. Cooper
                                               Chief Executive Officer

EX-31.2

                                                                 Exhibit 31.2


                                  CERTIFICATION

I, Richard C. Bailey, certify that:

    1.  I have reviewed this report on Form 10-Q of Boyd Bros Transportation
        Inc.;

    2.  Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this report;

    3.  Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented in this report;

    4.  The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

           a.     Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

           b.     Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

           c.     Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth quarter in the case of an annual report) that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and


    5.  The registrant's other certifying officer and I have disclosed, based
        on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of the
        registrant's board of directors (or persons performing the equivalent
        function):

           a.     All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

           b.     Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls over financial reporting.


Date: August 16, 2004

                                                /s/  Richard C. Bailey
                                                ------------------------------
                                                Richard C. Bailey
                                                Chief Financial Officer

EX-32.0

                                                                    Exhibit 32


                                  CERTIFICATION

The undersigned, as the Chief Executive Officer, and as the Chief Financial
Officer of Boyd Bros Transportation Inc., respectively, certify that, to the
best of their knowledge and belief, the Quarterly Report on Form 10-Q for the
period ended June 30, 2004, which accompanies this certification fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of 1934
and the information contained in the periodic report fairly presents, in all
material respects, the financial condition and results of operations of Boyd
Bros. Transportation Inc., at the dates and for the periods indicated. The
foregoing certifications are made pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. ss. 1350) and shall not be relied upon for any other purpose.

This the 16th day of August 2004.



                                                /s/ GAIL B. COOPER
                                                --------------------------------
                                                Gail B. Cooper
                                                Chief Executive


                                                /s/ RICHARD C. BAILEY
                                                --------------------------------
                                                Richard C. Bailey
                                                Chief Financial Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Boyd Bros. Transportation Inc. and
will be retained by Boyd Bros Transportation Inc., and furnished to the
Securities and Exchange Commission or its staff upon request.