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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 10-K

|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                         
|[X]        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31, 2002                                             
|          
|           |  | OR                                                                                      
|[  ]       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-23948

BOYD BROS. TRANSPORTATION INC.

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(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 63-6006515                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3275 Highway 30, Clayton, Alabama                              |  | 36016                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (334) 775-1400

Securities registered pursuant to Section 12(b) of the Act:

|                    |  |                         
|------------------- |  | ------------------------
|                    |  | Name of each exchange on
|Title of each class |  | which registered        
|                   
|None                |  | None                    
|                    |  |                         

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes XNo

The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrants most recently completed second
fiscal quarter was $2,179,325.

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

Common Stock, $.001 par value, as of March 28, 2003: 2,709,956 shares

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes   No X

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

Portions of the Definitive Proxy Statement related to the 2003 Annual
Meeting of Stockholders in Part III, Items 10 (as related to directors), 11, 12
and 13. Portions of the Annual Report to Stockholders for the year ended
December 31, 2002 in Parts II and IV.





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TABLE OF CONTENTS



|                                                  |                                                                                                        |  |  |  |  |  |  | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I                                           
|                                                  | Item 1. Business                                                                                      
|                                                  | Item 2. Properties                                                                                    
|                                                  | Item 3. Legal Proceedings                                                                             
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders                                           
|PART II                                          
|                                                  | Item 5. Market For Registrants Common Stock and Related Stockholder Matters                          
|                                                  | Item 6. Selected Financial Data                                                                       
|                                                  | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations         
|                                                  | Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk                
|                                                  | Item 8. Financial Statements and Supplementary Data                                                   
|                                                  | Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure          
|PART III                                         
|                                                  | Item 10. Directors and Executive Officers of the Registrant                                           
|                                                  | Item 11. Executive Compensation                                                                       
|                                                  | Item 12. Security Ownership of Certain Beneficial Owners and Management                               
|                                                  | Item 13. Certain Relationships and Related Transactions                                               
|                                                  | Item 14. Controls and Procedures                                                                      
|PART IV                                          
|                                                  | Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Current Reports on Form 8-K
|SIGNATURES                                       
|COMMERCIAL VARIABLE RATE PROMISSIONARY NOTE      
|COMMERCIAL SECURITY AGREEMENT                    
|COMMERCIAL VARIABLE RATE PROMISIONARY NOTE       
|COMERCIAL SECURITY AGREEMENT DATED NOV 8 2002    
|WAIVER AND CONSENT DATED FEB 3 2003              
|WAIVER AND CONSENT DATED FEB 10 2003             
|PORTIONS OF THE COMPANIES ANNUAL REPORT          
|SUBSIDIARIES OF BOYD BROS.                       
|CONSENT OF BDO SEIDMAN, LLP                      
|INDEPENDENT AUDITORS REPORT OF D AND T           
|CONSENT AND REPORT ON SCHEDULES OF D&T           
|CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT
|CEO PURSUANT TO 906 OF THE SARBANES OXLEY ACT    



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##### Table of Contents



TABLE OF CONTENTS

|         |  |                                                                                       |  |        |  | 
|-------- |  | ------------------------------------------------------------------------------------- |  | ------ |  | 
|ITEM     |  |                                                                                       |  | PAGE   |  | 
|NUMBER   |  |                                                                                       |  | NUMBER |  | 
|         |  |                                                                                       |  |        |  | 
|         |  | PART I                                                                                |  |        |  | 
|         |  |                                                                                       |  |        |  | 
|Item 1.  |  | Business                                                                              |  | 2      |  | 
|Item 2.  |  | Properties                                                                            |  | 9      |  | 
|Item 3.  |  | Legal Proceedings                                                                     |  | 9      |  | 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 9      |  | 
|         |  |                                                                                       |  |        |  | 
|         |  | PART II                                                                               |  |        |  | 
|         |  |                                                                                       |  |        |  | 
|Item 5.  |  | Market for the Registrants Common Stock and Related Stockholder Matters              |  | 10     |  | 
|Item 6.  |  | Selected Financial Data                                                               |  | 12     |  | 
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 12     |  | 
|Item 7A  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 12     |  | 
|Item 8.  |  | Financial Statements and Supplementary Data                                           |  | 12     |  | 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 12     |  | 
|         |  |                                                                                       |  |        |  | 
|         |  | PART III                                                                              |  |        |  | 
|         |  |                                                                                       |  |        |  | 
|Item 10. |  | Directors and Executive Officers of the Registrant                                    |  | 13     |  | 
|Item 11. |  | Executive Compensation                                                                |  | 13     |  | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 13     |  | 
|Item 13. |  | Certain Relationships and Related Transactions                                        |  | 13     |  | 
|Item 14. |  | Controls and Procedures                                                               |  | 13     |  | 
|         |  |                                                                                       |  |        |  | 
|         |  | PART IV                                                                               |  |        |  | 
|Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 14     |  | 
|         |  |                                                                                       |  |        |  | 
|         |  | Signatures                                                                            |  | 19     |  | 

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PART I




Item 1. Business

The Company

Boyd Bros. Transportation Inc. (Boyd or the Company) is a truckload carrier
that operates exclusively in the flatbed segment of the industry and hauls
primarily steel products and building materials. Since its founding in 1956,
Boyd has grown into what management believes is one of the largest exclusively
flatbed carriers in the United States.

The Companys strategy is to offer high-quality flatbed transportation services
to high-volume, time-sensitive shippers. Because much of the freight hauled by
the Company consists of steel products and building materials, time-definite
delivery is required. A late delivery can result in a shutdown of a production
line at a plant or a delay in a construction project. Management focuses its
marketing efforts on those shippers who require time-definite delivery because
it believes that service, rather than price, generally will be the primary
factor that will dictate their choice of carrier.

Management believes that its ability to recruit and retain drivers has been
critical to its success, and Boyd has sought to attract and retain drivers by
using only high quality, late-model tractors equipped with its two-way
satellite communication equipment, and offering financial and other incentives
to drivers. Management recognizes that getting drivers home frequently is
critical to driver retention. Accordingly, Boyd makes load assignments to
drivers that enable each driver to attain his or her goals with respect to both
miles driven as well as time at home.

In June 1997, Boyd began contracting with independent owner-operators to
provide service to its customers. Boyd has also implemented a lease-purchase
program, providing Boyds drivers with both career opportunities at Boyd and
the opportunity to own their own tractor. Under the program, the driver leases
the tractor from Boyd, along with an option to purchase the tractor. In 1998,
Boyd added another option under the owner-operator program. Owner-operators are
able to lease a new tractor for three and one-half years. Boyd will retain
ownership of the tractor at the end of the lease, but this will enable the
owner-operator to operate a new tractor and maintain his or her status as an
independent contractor.

Boyd also operates Boyd Logistics, a department that provides logistical
support to the Company. Boyd Logistics requires minimal overhead and capital
resources. Boyd Logistics out-sources freight to third party carriers in
situations where the Company does not have available tractors.

Boyd operates primarily in the southeastern United States, with an average
length of haul of 734 miles. Management tracks Boyds ability to retain quality
drivers, by ensuring drivers receive home time at their scheduled intervals.
Boyd operated approximately 736 tractors and 1,056 flatbed trailers as of
December 31, 2002. Owner-operators own 213 of the 736 tractors utilized by
Boyd. Boyd compensates the owner-operators of these units on a per mile basis.
Boyd utilizes agents in some areas to solicit and book freight.

On December 8, 1997, Boyd acquired WTI Transport, Inc., (WTI), (f/k/a Welborn
Transport, Inc.) located in Tuscaloosa, Alabama. The acquisition was accounted
for using the purchase method of accounting and, accordingly, the purchase
price was allocated to the assets acquired and liabilities assumed, based upon
their estimated fair market values at the acquisition date. WTI is operated by
Boyd as a stand-alone subsidiary. References to the Company contained herein
refer to the combined operations of Boyd and WTI. References hereinafter to
Boyd or WTI describe the distinct operations of the parent and subsidiary,
respectively.

WTI provides transportation services over shorter routes than those
traditionally provided by Boyd. WTI operates primarily in the southeastern
United States, with an average length of haul of 401 miles. Management believes
this enhances WTIs ability to retain quality drivers, as drivers time away
from home is minimized. WTI operated approximately 219 tractors and 298 flatbed
trailers as of December 31, 2002. Owner-operators own 182 of the 219 tractors
utilized by WTI. The owner-operators of these units are compensated by WTI
based upon a percentage of revenue. WTI utilizes agents in some areas to
solicit and book freight. During 2000, the Company closed its WTI Logistics
unit (this unit was reorganized and later reopened at the Boyd division) and
WTI closed its specialized over-dimensional transport unit due to a slowdown in
freight and a reduction in overall profitability.

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Strategy

As discussed above, the Companys business strategy is to offer high-quality
flatbed transportation services in the truckload carrier market primarily to
high-volume, time-sensitive customers. The key components of the Companys
strategy are as follows:

Time-Sensitive Shippers. The Company focuses its marketing efforts on
high-volume, time-sensitive shippers that are involved primarily in the steel
and building materials businesses and require time-definite delivery.
Management believes that many large volume shippers in this segment of the
industry have reduced the number of carriers they use to only those core
carriers that offer consistently superior service. The Company intends to
continue its focus on developing relationships as a core-carrier for
high-volume, time-sensitive shippers.

Technology. Boyds strategy has been to utilize technology to provide better
service to its customers and to improve operating efficiency. Boyd utilizes
satellite-tracking systems that enable Boyd to monitor equipment locations and
schedules more effectively and to communicate with both drivers and customers.
Customers are also able to track their loads by utilizing Boyds technology.
Boyd has also installed computers on board each of its tractors to monitor fuel
efficiency and other operational data. Boyd will continue to monitor and
implement technological developments that will enable it to improve customer
service and operating efficiency.

Premium Quality Tractors. Boyd continuously upgrades its fleet of tractors.
Boyds management believes that maintaining a young, high-quality fleet of
tractors facilitates Boyds ability to recruit and retain drivers, achieve
maximum on-time reliability, maximize fuel economy and convey an image of
quality to existing and potential customers. While WTI maintains a fleet of
high-quality tractors, the shorter routes over which its vehicles are
dispatched enables these units to be serviced more frequently. Accordingly, it
has not been necessary for WTI to replace its fleet as frequently as Boyd.

Customers and Marketing

The Company markets itself on the basis of quality service and employees, its
satellite communication system, the capabilities of its information system to
interface with the information systems of its customers, its record of on-time
deliveries, and its efficient and well-maintained tractors and trailers. The
Companys marketing efforts concentrate on attracting customers that require
time-definite delivery and ship multiple loads to and from locations that
complement the Companys existing traffic flows.

Boyd has written contracts with most of its customers. The contracts include,
among other things, the pricing arrangements, the products that will be shipped
and the specific destination points applicable to the contract. The contracts
generally require the customer to use Boyd for a specified minimum amount of
shipments each year and may be terminated by either party upon 30 to 60 days
written notice.

The Companys largest 25, 10 and 5 customers, predominately within the Boyd
division, accounted for approximately 40%, 23% and 15% respectively, of the
Companys revenues during the year ended December 31, 2002. Many of the
Companys largest 25 customers are publicly held companies. The Company does
not believe that it is dependent upon any single customer. Customers in the
steel industry accounted for 39%, 42% and 42% of the Companys operating
revenues for the years ended December 31, 2002, 2001 and 2000, respectively.

Operations

The Companys operations are designed to maximize efficiency and provide
quality service to customers. All of Boyds fleet operations, routing and
scheduling are centrally coordinated through a satellite tracking system from
its corporate headquarters in Clayton, Alabama. Through the use of Boyds
satellite-based communication system, which is complemented by its fully
integrated mainframe computer system, dispatchers monitor the location and
delivery schedules of all shipments and equipment to coordinate routes and
maximize utilization of Boyds drivers and equipment. See Transportation
Technology.

Boyd conducts its operations through a network of 10 regional and satellite
service centers in strategic locations in the eastern two-thirds of the United
States. See Item 2  Properties. Boyd operates regional service centers in
Clayton and Birmingham, Alabama; Springfield, Ohio; and Greenville,
Mississippi. These regional service centers are supported by smaller satellite
service centers, each having between one to three employees, located in Calvert

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City, Kentucky; Danville, Virginia; Lisbon Falls, Maine; Conley, Georgia;
Walworth, Wisconsin and Cofield, North Carolina. These service centers allow
Boyd to re-dispatch equipment terminating in a given area, enhance driver
recruitment and return drivers to their homes more regularly. Boyd also has
arrangements to deposit trailers near various major customers or shipping
locations to facilitate pre-loading of shipments and thereby increasing
efficiency.

WTIs corporate offices are located in Tuscaloosa, Alabama. Both Boyd and WTI
utilize independent agents to book freight. These agents are located in Texas,
Tennessee, West Virginia, Florida, Alabama, Mississippi, and Ohio.

As previously mentioned, the Company also runs a Logistics department, Boyd
Logistics. Boyd Logistics solicits freight for both Company trucks and carriers
wanting Boyd Logistics to locate freight.

Drivers and Employees

Recruiting and retaining professional, well-trained drivers is critical to the
Companys success, and all of the Companys drivers must meet specific
guidelines relating primarily to safety records, driving experiences and
personal evaluations, including drug testing.

To maintain high equipment utilization, particularly during periods of growth,
the Company strongly emphasizes continuous driver and owner-operator
recruitment and training. Drivers are recruited at all of the Companys
regional terminal locations and primarily at the Companys corporate
headquarters. Boyd drivers attend orientation at the Birmingham terminal while
WTI drivers attend orientation at the Tuscaloosa office.

The Company recognizes that its professional drivers are one of its most
valuable assets. Drivers are trained in Company policies and operations, safety
techniques and fuel-efficient operation of equipment. In addition, each driver
must pass a rigorous road test prior to his or her assignment to a vehicle. The
Company believes that experienced drivers have better safety records than new
driver-school graduates, and management believes that their skills will help
Boyd improve overall fleet efficiency as a result of higher utilization and
historically lower maintenance costs on tractors operated by experienced
drivers. As a result, beginning in February 2001, Boyd began hiring only
experienced drivers and has discontinued hiring drivers directly from drivers
schools. All drivers are required to participate in annual safety training and
defensive driving courses for re-certification by the Company. Recognizing the
importance of driver contact while drivers are on the road for extended
periods, the Company maintains toll-free telephone lines and publishes a
newsletter containing Company information, in addition to maintaining daily
contact between dispatchers and drivers.

The Company also recognizes that carefully selected owner-operators complement
its Company-employed drivers. Owner-operators are independent contractors who
supply their own tractor and driver and are responsible for their operating
expenses. Because owner-operators either provide their own tractors or
lease-purchase tractors from the Company for which they make payments to the
Company, less financial capital is required from the Company for growth. Also,
owner-operators provide the Company with another source of drivers to support
its growth. The Company intends to continue its emphasis on recruiting
owner-operators, as well as Company drivers. However, it has been more
difficult for the Company, and the industry as a whole, to recruit and retain
owner-operators over the past year due to several factors including, but not
limited to, higher fuel and insurance costs.

Competition for qualified drivers is intense. The short- to medium-haul
truckload segment of the trucking industry, including the Company, experiences
significant driver and owner-operator turnover, and the Company anticipates
that the intense competition for qualified drivers in the trucking industry
will continue.

At December 31, 2002, the Company had 947 employees; of these, approximately
600 were Company drivers, and the balance were mechanics, other equipment
maintenance personnel and support personnel, including management and
administration. In addition, owner-operators accounted for the operation of
approximately 395 tractors. None of the Companys employees is subject to a
collective bargaining agreement, and the Company has never experienced a work
stoppage. Management believes that its relationship with its employees is good.

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Revenue Equipment

The Companys philosophy is to purchase premium quality tractors to help
attract and retain drivers and to promote safe operations, and management
believes the higher initial cost of such equipment is recovered through better
resale marketability. Each of the Companys tractors are equipped with a
sleeper cab to permit all drivers to comply conveniently and cost-effectively
with the United States Department of Transportation (DOT) hours of service
guidelines and to facilitate team operations when necessary.

The Company adheres to a comprehensive maintenance program for both tractors
and trailers. Owner-operator tractors are inspected prior to acceptance by the
Company for compliance with operational and safety requirements of the Company
and the DOT. These tractors are then periodically inspected, similar to
Company tractors, to monitor continued compliance.

At December 31, 2002, the Company directly owned or leased through independent
contractors (owner-operators) 955 tractors and 1,354 flatbed trailers.
Freightliner and International manufacture the tractors, and Utility, Dorsey,
Fontaine, Wabash and Great Dane manufacture the trailers.

Transportation Technology

Management believes that the application of technology is an ongoing part of
providing high-quality service at competitive prices, and further believes that
Boyd has enhanced its strong reputation for customer satisfaction through the
early and fleet-wide implementation of its satellite systems as well as its
tracking and load tendering ability.

Boyds satellite system permits more efficient transmission of load assignments
to drivers, and enhances the Companys ability to monitor loads in transit and
rapidly bill customers for completed deliveries. Once a load planner assigns a
load, the assignment is transmitted to Boyds operations department where it is
reviewed by a dispatcher who then relays the assignment to the appropriate
driver through the display unit in each of Boyds vehicles. The driver can
respond to the dispatcher in a matter of seconds, thereby eliminating waiting
time and inefficient dependence on truck stop telephones or other methods of
communication between drivers and dispatchers. Boyd can electronically record a
load assignment, report the load to the billing department and generate
customer invoices.

In addition, Boyd uses the satellite system to automatically transmit location
and equipment information and other data to the dispatcher, thereby reducing
the need for drivers to stop to communicate with dispatchers in the event of a
problem. The system continually tracks every cargo load with accuracy within
one-tenth of a mile. This information, along with information concerning
available loads, is constantly updated on Boyds on-line computer. Load
planners use this information to match available equipment with available
loads, meet delivery schedules and respond more quickly to customer inquiries.
Customers are able to access and track their loads through Boyds internet web
site.

Boyd has also equipped its entire fleet of tractors with the SENSORTRACS(C)
on-board computer system (Sensortracs). This system monitors fuel efficiency
and other operational data. Information from Sensortracs is periodically
processed by one of Boyds computers, which generates reports on vehicle
efficiency and driver performance. Reports generated by this system enhance
Boyds ability to counsel its drivers on strengths and deficiencies in their
driving habits and fuel efficiency and to monitor the effectiveness of driver
training programs.

Boyd has developed load tendering and tracking capabilities. Customers are able
to track the progress of their loads during transport using their own personal
computer. Additionally, customers are able to book loads over the internet.
Customers submit potential loads to the appropriate regional load planner, and
the load planner will then contact the customer via the internet e-mail system
to acknowledge acceptance of the load. This technological advancement enables
customers to book loads routinely without having to duplicate the same
paperwork again. Additionally, Boyd utilizes a software program by The
LOGISTICS.COM Group that enables Boyd to review each shipping lane to determine
overall profitability and also to determine which customers are the most
profitable within the lane.

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Safety and Insurance

The Companys safety department is responsible for training and supervising
personnel to keep safety awareness at its highest level. The Company has
implemented an active safety and loss prevention program. The emphasis on
safety begins in the hiring and training process, where prospective employees
and owner-operators are given physical examinations and drug tests, and newly
hired drivers and owner-operators, regardless of experience level, must
participate in an intensive orientation program. See Drivers and Employees.

The directors of safety for the Company continuously monitor driver performance
and have final authority regarding employment and retention of drivers. The
Company is committed to securing appropriate insurance coverage at
cost-effective rates. The primary claims that arise in the trucking industry
consist of cargo loss and damage, personal injury, property damage and workers
compensation. The Companys future insurance and claims expenses could exceed
historical levels, which could have a material adverse effect on earnings. The
Company currently self-insures for a portion of the claims exposure resulting
from cargo loss, personal injury, and property damage, combined up to $750,000
per occurrence, effective July 1, 2002. In addition, the Company shares costs
above the $750,000 self-insured amount, at a rate of fifty percent up to the
Companys coverage amount of $2 million. Costs and claims in excess of the
Companys coverage amount of $2 million will be borne solely by the Company.
Also, effective July 1, 2002, the workers compensation self-insurance level
increased to 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, operating results could
be adversely affected.

Company drivers were involved in two accidents in the first quarter and two
accidents in the third quarter of 2002 that resulted in third party fatalities.
Additionally, a Company driver was involved in one accident that involved a
fatality in the first quarter of 2003. The Company would expect to absorb up to
its self-insured level of $500,000 per occurrence for cargo loss, personal
injury, and property damage if found liable for the two accidents occurring
during the first quarter of 2002. The Company would expect to absorb
up to its self-insured level of $750,000 per occurrence for the two
accidents in the third quarter of 2002 and the accident in the first
quarter of 2003. To date, four lawsuits have been filed against
the Company with respect to these accidents. If the Company is ultimately
found to have some liability for one or more of these accidents, the Company
believes that its operating cash flows and, if needed, additional bank
financing would be sufficient to cover any amounts payable. Each of these
accidents, taken separately, has the potential to cause the Company to reach
its total per occurrence retention amount for insurance purposes. Also, the
Company maintains insurance coverage of up to $2 million with licensed
insurance companies above the amounts for which the Company is self-insured.
As discussed above, effective July 1, 2002, the Company shares fifty percent of
claims amounts within its two million dollars of insurance coverage. The
terrorist attacks in the United States on September 11, 2001, and subsequent
events, have resulted in additional increases in the Companys insurance
expenses. If these expenses continue to increase, and the Company is unable to
offset the increase with higher freight rates, the Companys earnings could be
materially affected.

Fuel

Motor carrier service is dependent upon the availability of diesel fuel. The
Companys fuel expense as a percent of operating revenue was
11.9%, 14.3% and
14.5% in 2002, 2001 and 2000, respectively. Through on-board computers, the
Company continually monitors fuel usage, miles per gallon, cost per mile and
cost per gallon. The Company has not experienced any difficulty in maintaining
fuel supplies sufficient to support its operations. Shortages of fuel,
increases in fuel prices, or rationing of petroleum products can have a
materially adverse effect on the operations and profitability of the Company.
Beginning in the second half of 1999 and continuing throughout 2000 and parts of
2001, the Company experienced significant increases in the cost of diesel fuel.
Diesel fuel prices decreased in the fourth quarter of 2001, but the Company has
experienced significant increases during 2002 and into the first quarter of
2003. The Companys customer fuel surcharge reimbursement programs have
historically enabled the Company to recover most of the higher fuel prices from
its customers compared to normalized average fuel prices. These fuel
surcharges, which automatically adjust from week to week depending on the cost
of fuel, enable the Company to rapidly recoup the higher cost of fuel when
prices increase. Conversely, when fuel prices decrease, fuel surcharges
decrease. The Company cannot predict whether fuel prices will decrease or
increase in the future or the extent to which fuel surcharges will be collected
to offset potential increases. As a flatbed carrier, a significant portion of
our business relates to steel, which has been in a virtual recession for more
than two years, and building products, which has remained mixed due to the
downturn in commercial construction and the ongoing resiliency of residential
housing. Consequently, given these market conditions, we have had limited
success in passing through our fuel cost increases. As of December 31, 2002,
the Company had no derivative financial instruments to reduce its exposure to
fuel price fluctuations.

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The Company maintains aboveground and underground fuel storage tanks at most of
its terminals. Leakage or damage to these facilities could expose the Company
to environmental clean-up costs. The tanks are routinely inspected to help
prevent and detect such problems.

Competition

The trucking industry is highly competitive and fragmented. The Company
competes primarily with other short- to medium-haul, flatbed truckload
carriers, internal shipping conducted by existing and potential customers and,
to a lesser extent, railroads. Deregulation of the trucking industry during the
1980s created an influx of new truckload carriers, which along with certain
other factors, continues to create substantial downward pressure on the
industrys rate structure. Competition for the freight transported by the
Company is based primarily on service and efficiency and, to a lesser degree,
on freight rates. There are other trucking companies, including truckload
carriers that have flatbed divisions that have greater financial resources,
operate more equipment or carry a larger volume of freight than the Company.
The existence of these other motor carriers has also resulted in increased
competition for hiring and retaining qualified drivers.

Due primarily to a weakening U.S. economy, trucking company failures in the
last three years are continuing at a pace much higher than the previous fifteen
years. Some truckload carriers are having extreme difficulty obtaining
adequate trucking insurance coverage at a reasonable price and equipment
lenders have tightened their credit policies for truck financing.

Seasonality

In the trucking industry, results of operations show a seasonal pattern because
customers generally reduce shipments during the winter season, and the Company
does experience some seasonality due to the open, flatbed nature of its
trailers and the type commodity that is being shipped. The Company has at
times experienced delays in meeting its shipping schedules as a result of
severe weather conditions, particularly during the winter months. In addition,
the Companys operating expenses have historically been higher in the winter
months due to decreased fuel efficiency and increased maintenance costs in
colder weather.

Regulation

The trucking industry is subject to regulatory oversight and legislative
changes that can affect the economics of the industry by requiring certain
operating practices or influencing the demand for, and the costs of providing,
services to shippers. The Intermodal Surface Transportation Board (the ISTB),
as well as various state agencies that have jurisdiction over the Company, has
broad powers, generally governing such matters as authority to engage in motor
carrier operations, rates and charges, accounting systems, certain mergers,
consolidations and acquisitions, and periodic financial reporting.

The Federal Motor Carrier Act of 1980 commenced a program to increase
competition among motor carriers and to diminish the level of regulation in the
industry. Following this deregulation, applicants have been able more easily to
obtain operating authority, and interstate motor carriers such as the Company
have been able to implement certain rate changes without federal approval. The
Motor Carrier Act also removed many route and commodity restrictions on
transportation of freight. In 1995, the Interstate Commerce Commission (the
ICC) was eliminated, and the ISTB was established within the DOT. The ISTB
performs all functions previously performed by the ICC. Since 1981, the Company
has held authority to carry general commodities throughout the 48 contiguous
states, as both a common and contract carrier.

Interstate motor carrier operations are subject to safety requirements
prescribed by the DOT. Such matters as weight and dimensions of equipment and
also legal number of hours of driver operation are subject to federal and state
regulation. All of the Companys drivers are required to obtain national
commercial drivers licenses, pursuant to the regulations promulgated by the
DOT. DOT regulations require mandatory drug testing of drivers, and the Company
has completed the implementation of its own ongoing drug-testing program. The
DOTs national commercial drivers license and drug testing requirements have
not to date adversely affected the availability of qualified drivers to the
Company. DOT alcohol testing rules require certain tests, random and otherwise,
for alcohol levels in drivers and other safety personnel. See Safety and
Insurance.

7



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##### Table of Contents



Environmental Matters

The Companys operations are subject to federal, state and local laws and
regulations concerning the environment. Certain of the Companys facilities are
located in historically industrial areas and, therefore, there is the
possibility of environmental liability as a result of operations by prior
owners as well as the Companys use of fuels and underground storage tanks at
its regional service centers. Leakage or damage to these facilities could
expose the Company to environmental clean-up costs. The tanks are routinely
inspected to help prevent and detect such problems.

Currently, management does not know of any environmental remediation issues or
liabilities. However, there can be no assurance that material liabilities or
expenditures will not arise from these or additional environmental matters that
may be discovered, or from future requirements of law.

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 marketing efforts and
initiative to broaden its customer base; the Companys emphasis on safety and
efforts to reduce insurance claims and costs; 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
2003 and will also be adequate to cover any liability with respect to the
accidents that occurred during 2002 and the first quarter of 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 the Companys marketing efforts and
initiatives to broaden its customer base will be successful; that the Companys
emphasis on safety and efforts to reduce insurance claims and costs will be
successful; that business conditions and the economy will improve, including
the transportation and construction sectors in particular; that costs
associated with increased insurance and claims costs, and liability claims for
which the Company is self-insured will not have a material adverse affect on
the Company; that the Company will be able to recruit and retain qualified
drivers; that the Company will be able to control internal costs, particularly
rising fuel costs that may or may not be passed on to the Companys customers;
that departures and defaults by owner-operators will not have a material
adverse affect on the Company; or that the cost of complying with governmental
regulations that are applicable to the Company will not have a material adverse
affect on the Company. 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, 2002. The Company
expressly disclaims any obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.

8



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##### Table of Contents






Item 2. Properties

The Companys corporate headquarters and principal service center are located
on a 17.9-acre tract in Clayton, Alabama. These facilities consist of
approximately 22,000 square feet of office space, 12,000 square feet of
equipment repair facilities and approximately 3 acres of parking space.

The following table sets forth information regarding the location and ownership
of each of Boyds service centers and shuttle facilities:

|                 |  |                        |  | 
|---------------- |  | ---------------------- |  | 
|Clayton, AL      |  | Owned, 34,000 sq. ft. 
|Springfield, OH  |  | Owned, 21,520 sq. ft. 
|Birmingham, AL   |  | Owned, 45,200 sq. ft. 
|Birmingham, AL   |  | Owned, 80,000 sq. ft  
|Greenville, MS   |  | Owned, 1,440 sq. ft.  
|Cofield, NC      |  | Owned, 440 sq. ft.    
|Calvert City, KY |  | Leased month- to-month
|Danville, VA     |  | Leased month- to-month
|Lisbon Falls, ME |  | Leased month- to-month
|Conley, GA       |  | Leased month- to-month
|Walworth, WI     |  | Leased month -to-month

WTI leases its corporate offices in Tuscaloosa, Alabama and also uses the
Birmingham Terminal. Additionally, WTI also leases a service center located in
Atlanta, Georgia. The WTI leases are on a month-to month basis.

The Birmingham terminal secures a loan to a bank with a principal balance of
approximately $3.4 million at December 31, 2002. The loan bears interest of
LIBOR plus 1.50% and monthly principal payments of $15,503 are due
through February 2006, with a balloon payment of approximately
$2.8 million due at that time.




Item 3. Legal Proceedings

The Company is routinely a party to litigation incidental to its business,
primarily involving claims for personal injury and property damage incurred in
the transportation of freight. The Company maintains insurance that it believes
is adequate to cover its liability risks. See Item 1  Business  Safety and
Insurance. Company drivers were involved in two accidents in the first
quarter and two accidents in the third quarter of 2002 that resulted in third
party fatalities. Additionally, a Company driver was involved in one
accident that involved a fatality in the first quarter of 2003. The Company would expect to absorb up to its self-insured
level of $500,000 per occurrence for cargo loss, personal injury, and property
damage, if found liable for the accidents which occurred during the first
quarter of 2002. The Company would expect to absorb up to its
self-insured level of $750,000 per occurrence for the two accidents
in the third quarter of 2002 and the accident in the first quarter of
2003. To date, four lawsuits have been filed against the Company
with respect to these four accidents. If the Company is ultimately found to
have some liability for one or more of these accidents, the Company believes
that its operating cash flows and, if needed, additional bank financing would
be sufficient to cover any amounts payable. Also, the Company maintains
insurance coverage of up to two million dollars with licensed insurance
companies above the amounts for which the Company is self-insured. As
discussed above, effective July 1, 2002, the Company shares fifty percent of
claims amounts within its two million dollars of insurance coverage.




Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2002, no matters were submitted to a vote of
security holders.

9



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##### Table of Contents






PART II




Item 5. Market For Registrants Common Stock and Related Stockholder Matters

The Common Stock of the Company is listed on The Nasdaq SmallCap Market under
the symbol BOYD. In May 2000, Nasdaq notified the Company that its Common
Stock no longer met certain requirements necessary for continued listing on the
Nasdaq National Market. In response to this development, the Company elected to
voluntarily transfer its Common Stock from the Nasdaq National Market to the
Nasdaq SmallCap Market. This transfer became effective, and the Companys
Common Stock began trading on the Nasdaq SmallCap Market, on August 30, 2000.
As of March 28, 2003, approximately 525 beneficial owners including 108 holders
of record held the Common Stock. The table below sets forth the reported high
and low sales price per share for the Common Stock as reported by the Nasdaq SmallCap Market for each fiscal
quarter during 2002 and 2001.

|               |  |             |      |     |  |   |      | 
|-------------- |  | ----------- | ---- | --- |  | - | ---- | 
|               |  | Price Range
|               |  |            
|               |  | High        |      | Low
|               |  |             |      |    
|2002           |  |             |      |     |  |   |      | 
|First Quarter  |  | $           | 3.52 |     |  | $ | 2.65 | 
|Second Quarter |  |             | 3.40 |     |  |   | 2.60 | 
|Third Quarter  |  |             | 5.25 |     |  |   | 2.54 | 
|Fourth Quarter |  |             | 4.74 |     |  |   | 2.90 | 

|               |  |             |      |     |  |   |      | 
|-------------- |  | ----------- | ---- | --- |  | - | ---- | 
|               |  | Price Range
|               |  |            
|               |  | High        |      | Low
|               |  |             |      |    
|2001           |  |             |      |     |  |   |      | 
|First Quarter  |  | $           | 3.06 |     |  | $ | 2.03 | 
|Second Quarter |  |             | 2.68 |     |  |   | 1.88 | 
|Third Quarter  |  |             | 3.05 |     |  |   | 2.12 | 
|Fourth Quarter |  |             | 3.94 |     |  |   | 2.15 | 

The above quotes reflect inter-dealer prices, without retail mark-up,
mark-down, or commission, and may not necessarily represent actual
transactions. Management currently anticipates that all of its earnings will be retained for
development of the Companys business and does not anticipate paying any cash
dividends in the foreseeable future. Future cash dividends, if any, will be at
the discretion of the Companys Board of Directors and will depend upon, among
other things, the Companys future operations and earnings, capital
requirements and surplus, general financial condition, contractual
restrictions, and other factors as the Board of Directors may deem relevant.

Pursuant to the Companys stock repurchase program, the Company purchased 6,500
and 244,463 shares of the Common Stock in open market or negotiated
transactions during 2002 and 2001, for aggregate purchase prices of $42,250 and
$1,521,056. The Company purchased in negotiated transactions 164,304 shares of
Common Stock from the former vice-chairman of the Company during 2001 in
negotiated transactions at a price per share of $6.50. The Company funded these
purchases using working capital.

10



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##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2002 regarding
compensation plans (including individual compensation arrangements) under which
Common Stock of the Company is authorized for issuance.

EQUITY COMPENSATION PLAN INFORMATION

|                                                           |  |                   |         |                   |  |                    |      |                     |  |                      |        | 
|---------------------------------------------------------- |  | ----------------- | ------- | ----------------- |  | ------------------ | ---- | ------------------- |  | -------------------- | ------ | 
|                                                           |  |                   |         |                   |  |                    |      |                     |  | Number of
securities
|                                                           |  |                   |         |                   |  |                    |      |                     |  | remaining available 
|                                                           |  | Number of         |         |                   |  |                    |      | for future issuance
|                                                           |  | Securities to be  |         |                   |  |                    |      | under equity       
|                                                           |  | issued upon       |         | Weighted-average  |  | compensation plans
|                                                           |  | exercise of       |         | exercise price of |  | (excluding        
|                                                           |  | outstanding       |         | outstanding       |  | securities        
|                                                           |  | options, warrants |         | options, warrants |  | reflected in      
|                                                           |  | and rights        |         | and rights        |  | column(a))        
|                                                           |  |                   |         |                   |  |                   
|Plan Category                                              |  | (a)               |         | (b)               |  | (c)               
|                                                           |  |                   |         |                   |  |                   
|Equity Compensation
Plans Approved by
Security Holders     |  |                   | 475,650 |                   |  | $                  | 3.67 |                     |  |                      | 24,350 | 
|                                                           |  |                   |         |                   |  |                    |      |                     |  |                      |        | 
|Equity Compensation
Plans not Approved
by Security Holders |  |                   |        |                   |  |                    |     |                     |  |                      |       | 
|                                                           |  |                   |         |                   |  |                    |      |                     |  |                      |        | 
|Total                                                      |  |                   | 475,650 |                   |  | $                  | 3.67 |                     |  |                      | 24,350 | 

See Note 5 to the Consolidated Financial Statements for
information regarding the material features of the above plans. Each of the
above plans provides that the number of shares with respect to which options
may be granted, and the number of shares of Company Common Stock subject to an
outstanding option, shall be proportionately adjusted in the event of a
subdivision or consolidation of shares or the payment of a stock dividend on
Company Common Stock, and the purchase price per share of outstanding options
shall be proportionately revised.

11



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##### Table of Contents






Item 6. Selected Financial Data

The information required by this item is incorporated by reference from the
information under the caption Selected Financial Data in the Companys Annual
Report to Stockholders for the year ended December 31, 2002.




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is incorporated by reference from the
information under the caption Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Companys Annual Report
to Stockholders for the year ended December 31, 2002.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk

Interest Rate Risk

The Company is exposed to interest rate risk due to its long-term debt, which
at December 31, 2002, bore interest at rates ranging from 1.25% to 2.50% above
the applicable banks LIBOR rate. Under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value
of Financial Instruments, the Company has estimated the fair value of its
long-term debt approximates its carrying value, using a discounted cash flow
analysis based on borrowing rates available to the Company. The effect of a
hypothetical one percent increase in interest rates would decrease pre-tax
income by approximately $168,000. 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 has caused oil
prices to rise dramatically in the first quarter of 2003. 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 December 31, 2002, 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 8. Financial Statements and Supplementary Data

The information required by this item is incorporated by reference from the
Consolidated Financial Statements contained in the Companys Annual Report to
Stockholders for the year ended December 31, 2002.




Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

The Company filed a Current Report on Form 8-K dated September 21, 2001,
reporting, under Item 4. Changes in Registrants Certifying Accountant
thereunder, the engagement of BDO Seidman, LLP as the Companys independent
accountant in substitution for Deloitte & Touche LLP.

12



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##### Table of Contents






PART III




Item 10. Directors and Executive Officers of the Registrant

Set forth below is information concerning the Executive Officers of the Company
as of March 28, 2003. Additional information required by Part III, Item 10 is
incorporated herein by reference to the Companys definitive Proxy Statement
relating to the 2003 Annual Meeting of Stockholders.

Gail B. Cooper, age 52, has served as President and Chief Executive Officer and
as a Director of the Company since February 17, 2000. Ms. Cooper served as
Secretary of Boyd from December 1969 until February 2000. Ms. Cooper received a
B.S. in business administration from Troy State University. She has served Boyd
in numerous administrative and accounting positions since joining Boyd
full-time in June 1972. Ms. Cooper is the sister of Ms. Tibbs.

Richard C. Bailey, age 52, has served as Chief Operating Officer and Chief
Financial Officer of the Company since joining Boyd in August 1992, and has
served as a Director since February 1995. He served as President and Director
of Eastern Inter-Trans Services, Inc., a dry van truckload carrier based in
Columbus, Georgia, from December 1989 to August 1992. Mr. Bailey is a certified
public accountant with a B.S. in accounting from Georgia State University. He
was previously employed in various financial positions by Ernst & Young,
Intermet Corporation and Snapper Products (a division of The Actava Group
Inc.). Mr. Bailey has served on the Advisory Board of the University of Georgia
Trucking Profitability Strategies Conference.

Ginger B. Tibbs, age 49, has been the Secretary/Treasurer of Boyd since
February 2000, and served as a Director from December 1978 until March 1994.
Ms. Tibbs is primarily responsible for collection of Boyds accounts receivable
and has served as Credit Manager since September 1980. Ms. Tibbs received a
degree in elementary education from Auburn University. She is the sister of
Ms. Cooper.




Item 11. Executive Compensation

All information required by Item 11 is incorporated by reference to the
Companys definitive Proxy Statement relating to the 2003 Annual Meeting of
Stockholders.




Item 12. Security Ownership of Certain Beneficial Owners and Management

All information required by Item 12 is incorporated by reference to the
Companys definitive Proxy Statement relating to the 2003 Annual Meeting of
Stockholders.




Item 13. Certain Relationships and Related Transactions

All information required by Item 13 is incorporated by reference to the
Companys definitive Proxy Statement relating to the 2003 Annual Meeting of
Stockholders.




Item 14. Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures, as defined in Exchange Act Rule 15d-14(c).
Based upon that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure controls and
procedures are effective in enabling the Company to record, process, summarize,
and report information required to be included in the Companys periodic SEC
filings within the required time period. There have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

13



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##### Table of Contents






PART IV




Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Current Reports on Form 8-K

|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|--- |  | --------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibits, Financial Statements and Schedules.
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  | 1.                                            |  | Financial Statements. The following financial
statements for the Company and Independent Auditors Report
are incorporated by reference from the Companys Annual Report
to Stockholders for the year ended December 31, 2002:                                                                 
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Report of Independent Certified Public Accountants                                                                                                                                                                                                                                             
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Consolidated Balance Sheets at December 31, 2002 and 2001                                                                                                                                                                                                                                      
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000                                                                                                                                                                                                     
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Consolidated Statements of Stockholders Equity for the years
ended December 31, 2002, 2001 and 2000                                                                                                                                                                                           
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000                                                                                                                                                                                                     
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | Notes to Consolidated Financial Statements                                                                                                                                                                                                                                                     
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  | 2.                                            |  | Financial Statement Schedules.                                                                                                                                                                                                                                                                 
|    |  |                                               |  |                                                                                                                                                                                                                                                                                                
|    |  |                                               |  | The schedule listed below is included herein immediately
after the signature pages hereto. Schedules not listed below
have been omitted because of the absence of conditions under
which they are required or because the information is
included in the financial statements or notes thereto.

|         |  |                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------
|Schedule |  |                                                                                                  
|Number   |  | Description                                                                                      
|         |  |                                                                                                  
|II       |  | Valuation and Qualifying Accounts and Reserves for the
Three Fiscal Years Ended December 31, 2002

| |  |  |    |  |  |                                                       
| |  |  | -- |  |  | ------------------------------------------------------
| |  |  | 3. |  |  | Exhibits required by Item 601 of Regulation S-K.      
| |  |  |    |  |  |                                                       
| |  |  |    |  |  | The following exhibits are included in this Form 10-K:

14



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##### Table of Contents



|        |  |                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                
|Number  |  | Description                                                                                                                                    
|        |  |                                                                                                                                                
|10.1    |  | Commercial Variable Rate Promissory Note by and between the Company and
Compass Bank dated November 08, 2002 in the amount of $1,273,830.      
|        |  |                                                                                                                                                
|10.2    |  | Commercial Security Agreement by and between the Company and
Compass Bank dated November 8, 2002.                                              
|        |  |                                                                                                                                                
|10.3    |  | Commercial Variable Rate Promissory Note by and between the Company and
Compass Bank dated November 8, 2002 for $630,250.                      
|        |  |                                                                                                                                                
|10.4    |  | Commercial Security Agreement by and between the Company and Compass Bank
dated November 8, 2002.                                              
|        |  |                                                                                                                                                
|10.5    |  | Waiver and consent by and between the Company and AmSouth Bank dated
February 3, 2003.                                                         
|        |  |                                                                                                                                                
|10.6    |  | Waiver and consent by and between the Company and Compass Bank dated
February 10, 2003.                                                        
|        |  |                                                                                                                                                
|13      |  | Portions of the Companys Annual Report to Stockholders for the
year ended December 31, 2002 are specifically incorporated herein
by reference.
|        |  |                                                                                                                                                
|21      |  | Subsidiaries of the Registrant.                                                                                                                
|        |  |                                                                                                                                                
|23.1    |  | Consent of BDO Seidman, LLP                                                                                                                    
|        |  |                                                                                                                                                
|23.2    |  | Independent
Auditors Report of Deloitte & Touche LLP                                                                                          
|        |  |                                                                                                                                                
|23.3    |  | Consent and Report on Schedules of Deloitte & Touche LLP                                                                                       
|        |  |                                                                                                                                                
|99.1    |  | Chief Executive Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                               
|        |  |                                                                                                                                                
|99.2    |  | Chief Financial Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                               

The following exhibits are incorporated by reference to the Companys Quarterly
Report on Form 10-Q for the period ended September 30, 2002:

|        |  |                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                        
|Number  |  | Description                                                                                                            
|        |  |                                                                                                                        
|10.1    |  | Commercial loan and security agreement dated July 1, 2002 by and
between the Company and Navistar Financial Corporation

The following exhibits are incorporated by reference to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2002:

|        |  |                                                                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                  
|Number  |  | Description                                                                                                      
|        |  |                                                                                                                  
|10.1    |  | Master Security Agreement dated May 31, 2002 by and between the
Company and General Electric Capital Corporation.

15



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##### Table of Contents



|     |  |                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------
|10.2 |  | Promissory Note dated May 31, 2002 by and between the Company and
General Electric Capital Corporation.
|     |  |                                                                                                        
|10.3 |  | Consulting Agreement dated January 1, 2002 by and between the Company
and Dempsey Boyd.                

The following exhibits are incorporated by reference to the Companys Quarterly
Report on Form 10-Q for the period ended March 31, 2002:

|        |  |                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                             
|Number  |  | Description                                                                                                                 
|        |  |                                                                                                                             
|10.1    |  | Commercial Loan and Security Agreement dated January 3, 2002 by and
between the Company and Navistar Financial Corporation. 
|        |  |                                                                                                                             
|10.2    |  | Commercial Loan and Security Agreement dated March 27, 2002 by and
between the Company and Navistar Financial Corporation.  
|        |  |                                                                                                                             
|10.3    |  | Commercial Loan and Security Agreement dated January 17, 2002 by and
between the Company and Navistar Financial Corporation.
|        |  |                                                                                                                             
|10.4    |  | Commercial Loan and Security Agreement dated January 17, 2002 by and
between the Company and Navistar Financial Corporation.

The following exhibits are incorporated by reference to the Companys Annual
Report on Form 10-K for the year ended December 31, 2000:

|        |  |                                                                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                      
|Number  |  | Description                                                                                                                                                          
|        |  |                                                                                                                                                                      
|10.1    |  | Credit and Security Agreement dated April 11, 2000 between the
Company and Compass Bank in the amount of $3,267,160 for truck
equipment                              
|        |  |                                                                                                                                                                      
|10.2    |  | Security Agreement dated April 11, 2000 between the Company and Compass
Bank in the amount of $3,267,160 for truck equipment                                         
|        |  |                                                                                                                                                                      
|*10.3   |  | First Amendment to Acquisition Agreement, Employment
Agreement and Covenant Not To Compete dated March 17, 2000 between
the Company, Miller Welborn and Steven Rumsey
|        |  |                                                                                                                                                                      
|10.4    |  | Second Amendment to Acquisition Agreement dated May 30, 2000
between the Company, Miller Welborn and Steven Rumsey                                                   
|        |  |                                                                                                                                                                      
|*10.5   |  | Second Amendment to Employment Agreement dated May 22, 2000
between the Company and Steven Rumsey                                                                    
|        |  |                                                                                                                                                                      
|10.7    |  | Debt Covenant Waiver dated March 27, 2001 from Compass Bank
relating to Credit and Security Agreement dated April 11, 2000.                                          
|        |  |                                                                                                                                                                      
|10.8    |  | Waiver and Consent Agreement dated March 28, 2001 by and between
the Company and AmSouth Bank N.A. relating to Credit Agreement
dated April 1, 1994.                 



---

| |  | * Identifies each exhibit that is a management contract or
compensatory plan or arrangement required to be filed as an exhibit to
this Annual Report on Form 10-K pursuant to Item 15(c) of Form 10-K.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16



---



##### Table of Contents



The following exhibits are incorporated by reference to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999:

|        |  |                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                         
|Number  |  | Description                                                                                                                             
|        |  |                                                                                                                                         
|10.1    |  | Credit and Security Agreement dated March 16, 1999 between the
Company and Compass Bank in the amount of $10,000,000 for truck equipment
|        |  |                                                                                                                                         
|10.2    |  | Security Agreement dated March 16, 1999 between the Company and
Compass Bank in the amount of $10,000,000 for truck equipment           

The following exhibits are incorporated by reference to the Companys Annual
Report on Form 10-K for the year ended December 31, 1998:

|        |  |                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                      
|Number  |  | Description                                                                                                                          
|        |  |                                                                                                                                      
|10.2    |  | Credit and Security Agreement dated May 29, 1998 between the
Company and Compass Bank in the amount of $4,500,000 for truck equipment

The following exhibits are incorporated by reference to the Companys Annual
Report on Form 10-K for the year ended December 31, 1997:

|        |  |                                                                                  
|------- |  | ---------------------------------------------------------------------------------
|Exhibit |  |                                                                                  
|Number  |  | Description                                                                      
|        |  |                                                                                  
|*10.1   |  | First Amendment to Boyd Bros. Transportation Inc. 1994 Stock Option Plan         
|        |  |                                                                                  
|*10.3   |  | Employment Agreement between the Company and Steven Rumsey dated December 8, 1997



---

|* |  | Identifies each exhibit that is a management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual
Report on Form 10-K pursuant to Item 15(c) of Form 10-K.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following exhibit is incorporated by reference to the Companys
Registration Statement on Form S-8, declared effective on May 20, 1999:

|        |  |                                                                 
|------- |  | ----------------------------------------------------------------
|Exhibit |  |                                                                 
|Number  |  | Description                                                     
|        |  |                                                                 
|4       |  | Boyd Bros. Transportation Inc. 1999 Employee Stock Purchase Plan

17



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##### Table of Contents



The following exhibits are incorporated by reference to the Companys
Registration Statement on Form S-1, declared effective on May 9, 1994:

|        |  |                                                                                    
|------- |  | -----------------------------------------------------------------------------------
|Exhibit |  |                                                                                    
|Number  |  | Description                                                                        
|        |  |                                                                                    
|3.1     |  | Certificate of Incorporation of the Company                                        
|        |  |                                                                                    
|3.2     |  | By-laws of the Company                                                             
|        |  |                                                                                    
|*10.1   |  | Boyd Bros. Transportation Inc. 1994 Stock Option Plan                              
|        |  |                                                                                    
|*10.2   |  | Form of the Companys Nonstatutory Stock Option Agreement                          
|        |  |                                                                                    
|10.3    |  | Form of the Companys Nonstatutory Stock Option Agreement for
Nonemployee Directors



---

|* |  | Identifies each exhibit that is a management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual
Report on Form 10-K pursuant to Item 15 (c) of Form 10-K.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following exhibit is incorporated by reference to the Companys
Amendment to Report on Form 10-Q filed on August 5, 1997:

|        |  |                                                                                  
|------- |  | ---------------------------------------------------------------------------------
|Exhibit |  |                                                                                  
|Number  |  | Description                                                                      
|        |  |                                                                                  
|10.33   |  | OMNITRACS contract dated February 5, 1997, between the Company
and QUALCOMM, Inc.

The following exhibit is incorporated by reference to the Companys Report on
Form 8-K filed on December 19, 1997:

|        |  |                                                                                                                                        |  |                    
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------
|Exhibit |  |                                                                                                                                        |  |                    
|Number  |  | Description                                                                                                                           
|        |  |                                                                                                                                       
|2.1     |  | Acquisition Agreement dated December 8, 1997, by and among the
Company, W-T Acquisition Company, WTI, Miller Welborn and Steven Rumsey
|        |  |                                                                                                                                        |  |                    
|        |  | (b)                                                                                                                                    |  | Reports on Form 8-K
|        |  |                                                                                                                                        |  |                    
|        |  |                                                                                                                                        |  | None.              

18



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |  |    |  |                                                                       
| |  | -- |  | ----------------------------------------------------------------------
| |  |    |  | BOYD BROS. TRANSPORTATION INC.                                        
|
| |  |    |  |                                                                       
|
| |  | By |  | /s/ Gail B. CooperGail B. Cooper
President and Chief Executive Officer

Date: March 28, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

|                                             |  |                                                                                                            |  |               
|-------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                    |  | Title                                                                                                      |  | Date          
|                                             |  |                                                                                                            |  |               
|/s/ Gail B. CooperGail B. Cooper             |  | Chief Executive Officer, President
and Director
(Principal Executive Officer)                              |  | March 28, 2003
|                                            
|/s/ Richard C. BaileyRichard C. Bailey       |  | Chief Operating Officer, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer) |  | March 28, 2003
|                                            
|/s/Boyd WhighamBoyd Whigham                  |  | Chairman and Director                                                                                      |  | March 28, 2003
|                                            
|/s/ J. Mark DunningJ. Mark Dunning           |  | Director                                                                                                   |  | March 28, 2003
|                                            
|/s/ Stephen J. SilvermanStephen J. Silverman |  | Director                                                                                                   |  | March 28, 2003
|                                            
|/s/ J. Larry BaxterJ. Larry Baxter           |  | Director                                                                                                   |  | March 28, 2003

19



---



##### Table of Contents



CERTIFICATIONS

I, Gail B. Cooper, certify that:

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

2.  Based on my knowledge, this annual 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 annual
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operation and cash flows of the
registrant as of, and for, the periods presented in this annual 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-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)  Designed such disclosure controls and procedures 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 annual report is being prepared;



| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)  Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c)  Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.  The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrant s board of directors (or persons performing the equivalent
functions):



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)  All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; 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;
and

6.  The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

| |  |                                                     
| |  | ----------------------------------------------------
| |  |                                                     
| |  | /s/ Gail B. Cooper                                  
| |  |                                                     
| |  | Gail B. Cooper
President and Chief Executive Officer





---



##### Table of Contents



CERTIFICATIONS

I, Richard C. Bailey, certify that:

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

2.  Based on my knowledge, this annual 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 annual
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operation and cash flows of the
registrant as of, and for, the periods presented in this annual 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-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.  Designed such disclosure controls and procedures 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 annual report is being prepared;
|
| | b.  Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                  
|
| | c.  Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        

5.  The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrant s board of directors (or persons performing the equivalent
functions):



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.  All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; 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;
and                                                                                                                                        

6.  The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

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





---



##### Table of Contents



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders
     of Boyd Bros. Transportation Inc.:

The audits referred to in our report dated January 31, 2003 (except for Note 3,
which is as of February 10, 2003), relating to the consolidated financial
statements of Boyd Bros. Transportation Inc. and subsidiary, which is
incorporated in Item 8 of the Form 10-K by reference to the annual report to
stockholders for the year ended December 31, 2002 included the audits of the
financial statement schedule for the years ended December 31, 2002 and 2001,
listed in Item 15 of the Form 10-K. This consolidated financial schedule is the
responsibility of the Companys management. Our responsibility is to express an
opinion based on our audits.

In our opinion such consolidated financial statement schedule for the years
ended December 31, 2002 and 2001, presents fairly, in all material respects,
the information set forth therein.

| |                      | 
| | -------------------- | 
| |                      | 
| | /s/ BDO Seidman, LLP

Atlanta, Georgia
January 31, 2003





---



##### Table of Contents



SCHEDULE II
BOYD BROS. TRANSPORTATION INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Three Fiscal Years Ended December 31, 2002
(in Thousands)

|                                                                                      |  |           |     |            |  |            |     |              |  |             |   |            |  |   |     |  |  |   |     | 
|------------------------------------------------------------------------------------- |  | --------- | --- | ---------- |  | ---------- | --- | ------------ |  | ----------- | - | ---------- |  | - | --- |  |  | - | --- | 
|                                                                                      |  |           |     |            |  | Additions  |     | Additions    |  |             |   |            |  |   |     | 
|                                                                                      |  | Balance   |     | Charged to |  | Charged to |     |              |  |             |   |            |  |  
|                                                                                      |  | Beginning |     | Costs and  |  | Other      |     |              |  |             |   | Balance at
|Description                                                                           |  | Of Year   |     | Expenses   |  | Accounts   |     | Deduction(a) |  | End of Year
|                                                                                      |  |           |     |            |  |            |     |              |  |            
|Allowance for doubtful accounts-
deducted from trade receivables in
the balance sheet |  |           |     |            |  |            |     |              |  |             |   |            |  |   |     |  |  |   |     | 
|Year ended December 31, 2002                                                          |  | $         | 319 |            |  | $          | 79  |              |  | $           |  |            |  | $ | 57  |  |  | $ | 341 | 
|                                                                                      |  |           |     |            |  |            |     |              |  |             |   |            |  |   |     |  |  |   |     | 
|Year ended December 31, 2001                                                          |  | $         | 276 |            |  | $          | 625 |              |  | $           |  |            |  | $ | 582 |  |  | $ | 319 | 
|                                                                                      |  |           |     |            |  |            |     |              |  |             |   |            |  |   |     |  |  |   |     | 
|Year ended December 31, 2000                                                          |  | $         | 347 |            |  | $          | 84  |              |  | $           |  |            |  | $ | 155 |  |  | $ | 276 | 
|                                                                                      |  |           |     |            |  |            |     |              |  |             |   |            |  |   |     |  |  |   |     | 



---

|(a) |  | Uncollectible accounts written off.
|--- |  | -----------------------------------

|                                                                                                                                        |  |            |       |            |  |            |       |             |  |            |       |  |  |   |       | 
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | ----- | ---------- |  | ---------- | ----- | ----------- |  | ---------- | ----- |  |  | - | ----- | 
|                                                                                                                                        |  |            |       |            |  | Additions  |       |             |  |            |       |  |  |  
|                                                                                                                                        |  | Balance at |       | Charged to |  |            |       |             |  |            |       | 
|                                                                                                                                        |  | Beginning  |       | Costs and  |  |            |       |             |  | Balance at
|Description                                                                                                                             |  | Of Year    |       | Expenses   |  | Deductions |       | End of Year
|                                                                                                                                        |  |            |       |            |  |            |       |            
|Allowance for uncollectible receivables
related to sales-type leases-deducted
from investment in sales-type leases
in the balance sheet |  |            |       |            |  |            |       |             |  |            |       |  |  |   |       | 
|Year ended December 31, 2002                                                                                                            |  | $          | 1,590 |            |  | $          | 6,788 |             |  | $          | 6,237 |  |  | $ | 2,141 | 
|                                                                                                                                        |  |            |       |            |  |            |       |             |  |            |       |  |  |   |       | 
|Year ended December 31, 2001                                                                                                            |  | $          | 678   |            |  | $          | 2,738 |             |  | $          | 1,826 |  |  | $ | 1,590 | 
|                                                                                                                                        |  |            |       |            |  |            |       |             |  |            |       |  |  |   |       | 
|Year ended December 31, 2000                                                                                                            |  | $          | 910   |            |  | $          | 651   |             |  | $          | 883   |  |  | $ | 678   | 
|                                                                                                                                        |  |            |       |            |  |            |       |             |  |            |       |  |  |   |       |