##### Table of Contents



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

|           |  |                                                                                          |  | 
|---------- |  | ---------------------------------------------------------------------------------------- |  | 
|(Mark One) |  |                                                                                          |  | 
|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934  |  | 
|           |  |                                                                                          |  | 
|           |  | For the quarterly period ended March 31, 2002                                            |  | 
|           |  |                                                                                          |  | 
|           |  |                                                                                          |  | 
|           |  | OR                                                                                       |  | 
|           |  |                                                                                          |  | 
|[  ]       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 |  | 

For the transition period from   to

Commission File Number 0-23948

Boyd Bros. Transportation Inc.(Exact name of Registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 63-6006515                          
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification
Number)

3275 Highway 30, Clayton, Alabama 36016(Address of principal executive offices)
(Zip Code)

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

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [  ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of May 15, 2002.

|                              |  |  |  |                   
|----------------------------- |  |  |  | ------------------
|Common Stock, $.001 Par Value |  |  |  | 2,708,105         
|                              |  |  |  |                   
|(Class)                       |  |  |  | (Number of Shares)





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information                     
|                                                   | Item 1. Condensed Consolidated Financial Statements                                          
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                   |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|PART II. OTHER INFORMATION                        
|                                                   | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                        
|COMMERCIAL LOAN & SECURITY AGREEMENT DATED 1/3/02 
|COMMERCIAL LOAN & SECURITY AGREEMENT DATED 3/27/02
|COMMERCIAL LOAN & SECURITY AGREEMENT DATED 1/17/02
|COMMERCIAL LOAN & SECURITY AGREEMENT DATED 1/17/02



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##### Table of Contents



INDEX

|           |  |                       |  |                                                                                                        |  |             |  |   
|---------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ----------- |  | --
|           |  |                       |  |                                                                                                        |  | Page Number
|Part I     |  | Financial Information |  |                                                                                                        |  |            
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  | Item 1.               |  | Condensed Consolidated Financial Statements                                                            |  |             |  |   
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  |                       |  | Condensed Consolidated Balance Sheets
March 31, 2002 (unaudited) and December 31, 2001                 |  |             |  | 3 
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  |                       |  | Condensed Consolidated Statements of Operations
Three-months Ended March 31, 2002 and 2001 (unaudited) |  |             |  | 5 
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  |                       |  | Condensed Consolidated Statements of Cash Flows
Three-months Ended March 31, 2002 and 2001 (unaudited) |  |             |  | 6 
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  |                       |  | Notes to Condensed Consolidated Financial Statements                                                   |  |             |  | 8 
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                  |  |             |  | 11
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                             |  |             |  | 15
|           |  |                       |  |                                                                                                        |  |             |  |   
|Part II    |  | Other Information     |  |                                                                                                        |  |            
|           |  |                       |  |                                                                                                        |  |             |  |   
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                       |  |             |  | 16
|           |  |                       |  |                                                                                                        |  |             |  |   
|Signatures |  |                       |  |                                                                                                        |  | 16         

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BOYD BROS. TRANSPORTATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

|                        |                                                        |                             |            |             |            |              |            |            |            | 
|----------------------- | ------------------------------------------------------ | --------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                        |                                                        |                             |            | March 31,   |            | December 31,
|                        |                                                        |                             |            | 2002        |            | 2001        
|                        |                                                        |                             |            |             |            |             
|                        |                                                        |                             |            | (unaudited)
|ASSETS                  |                                                        |                             |            |             |            |              |            |           
|CURRENT ASSETS:         |                                                        |                             |            |             |            |              |            |           
|                        | Cash and cash equivalents                              |                             | $          | 1,991,558   |            |              | $          | 2,221,455  |           
|                        | Short-term investments                                 |                             |            | 278,000     |            |              |            | 278,000    |           
|                        | Accounts receivable:                                   |                             |            |             |            |              |            |            |           
|                        |                                                        | Trade and interline         |            |             | 11,922,764 |              |            |            | 10,055,894 | 
|                        |                                                        | Other                       |            |             | 470,257    |              |            |            | 956,576    | 
|                        | Current portion of net investment in sales-type leases |                             |            | 2,397,713   |            |              |            | 1,200,175  |           
|                        | Income tax receivable                                  |                             |            | 541,447     |            |              |            | 339,220    |           
|                        | Parts and supplies inventory                           |                             |            | 512,502     |            |              |            | 497,637    |           
|                        | Tires on revenue equipment                             |                             |            | 263,733     |            |              |            | 152,300    |           
|                        | Prepaid licenses and permits                           |                             |            | 525,049     |            |              |            | 946,054    |           
|                        | Other prepaid expenses                                 |                             |            | 751,228     |            |              |            | 1,157,370  |           
|                        | Deferred income taxes                                  |                             |            | 1,497,047   |            |              |            | 1,497,047  |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total current assets        |            |             | 21,151,298 |              |            |            | 19,301,728 | 
|                        |                                                        |                             |            |             |            |              |            |           
|PROPERTY AND EQUIPMENT: |                                                        |                             |            |             |            |              |            |           
|                        | Land and land improvements                             |                             |            | 2,803,873   |            |              |            | 2,800,523  |           
|                        | Buildings                                              |                             |            | 7,635,280   |            |              |            | 7,635,280  |           
|                        | Revenue equipment                                      |                             |            | 70,383,876  |            |              |            | 70,927,529 |           
|                        | Other equipment                                        |                             |            | 12,237,295  |            |              |            | 12,090,626 |           
|                        | Leasehold improvements                                 |                             |            | 384,884     |            |              |            | 384,884    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total                       |            |             | 93,445,208 |              |            |            | 93,838,842 | 
|                        | Less accumulated depreciation and
amortization         |                             |            | 34,880,674  |            |              |            | 35,325,568 |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Property and equipment, net |            |             | 58,564,534 |              |            |            | 58,513,274 | 
|                        |                                                        |                             |            |             |            |              |            |           
|OTHER ASSETS:           |                                                        |                             |            |             |            |              |            |           
|                        | Net investment in sales-type leases                    |                             |            | 3,600,704   |            |              |            | 3,850,821  |           
|                        | Goodwill                                               |                             |            | 3,452,446   |            |              |            | 3,452,446  |           
|                        | Deposits and other assets                              |                             |            | 465,113     |            |              |            | 465,112    |           
|                        | Revenue equipment available for lease                  |                             |            | 812,313     |            |              |            | 500,125    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total other assets          |            |             | 8,330,576  |              |            |            | 8,268,504  | 
|                        |                                                        |                             |            |             |            |              |            |           
|TOTAL                   |                                                        | $                           | 88,046,408 |             |            | $            | 86,083,506 |           
|                        |                                                        |                             |            |             |            |              |            |           

See notes to condensed consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                       |                            |            |             |            |              |            |            |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                                     |                                                                                                       |                            |            | March 31,   |            | December 31,
|                                     |                                                                                                       |                            |            | 2002        |            | 2001        
|                                     |                                                                                                       |                            |            |             |            |             
|                                     |                                                                                                       |                            |            | (unaudited)
|LIABILITIES
AND STOCKHOLDERS EQUITY |                                                                                                       |                            |            |             |            |              |            |           
|CURRENT
LIABILITIES:                 |                                                                                                       |                            |            |             |            |              |            |           
|                                     | Line of credit                                                                                        |                            | $          |            |            |              | $          | 210,540    |           
|                                     | Accounts payable                                                                                      |                            |            | 4,782,680   |            |              |            | 3,339,973  |           
|                                     | Current maturities of long-term debt                                                                  |                            |            | 13,682,312  |            |              |            | 13,580,359 |           
|                                     | Accrued liabilities:                                                                                  |                            |            |             |            |              |            |            |           
|                                     |                                                                                                       | Self-insurance claims      |            |             | 3,652,722  |              |            |            | 2,820,773  | 
|                                     |                                                                                                       | Salaries and wages         |            |             | 749,241    |              |            |            | 485,599    | 
|                                     |                                                                                                       | Other                      |            |             | 1,085,939  |              |            |            | 953,694    | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total current liabilities  |            |             | 23,952,894 |              |            |            | 21,390,938 | 
|LONG-TERM DEBT                       |                                                                                                       |                            | 25,441,933 |             |            |              | 25,606,297 |           
|DEFERRED INCOME TAXES                |                                                                                                       |                            | 13,697,193 |             |            |              | 13,798,144 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total liabilities          |            |             | 63,092,020 |              |            |            | 60,795,379 | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|COMMITMENTS AND CONTINGENCIES        |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|STOCKHOLDERS EQUITY:                |                                                                                                       |                            |            |             |            |              |            |           
|                                     | Preferred stock, $.001 par value - 1,000,000
shares authorized; no shares issued and outstanding     
|                                     | Common stock, $.001 par value - 10,000,000 shares authorized;
4,069,640 shares issued and outstanding |                            |            | 4,070       |            |              |            | 4,070      |           
|                                     | Treasury stock at cost, 1,361,541 (2002) and 1,355,041 shares (2001)                                  |                            |            | (9,651,444  | )          |              |            | (9,609,190 | )         
|                                     | Additional paid-in capital                                                                            |                            |            | 16,884,622  |            |              |            | 16,884,622 |           
|                                     | Retained earnings                                                                                     |                            |            | 17,717,140  |            |              |            | 18,008,625 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total stockholders equity |            |             | 24,954,388 |              |            |            | 25,288,127 | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|TOTAL                                |                                                                                                       | $                          | 88,046,408 |             |            | $            | 86,083,506 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           

See notes to condensed consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                        |                  |                                                    |            |                              |            |      |            |          |            |  
|------------------------------------------------------- | ---------------- | -------------------------------------------------- | ---------- | ---------------------------- | ---------- | ---- | ---------- | -------- | ---------- | -
|                                                        |                  |                                                    |            | Three Months Ended March 31,
|                                                        |                  |                                                    |            |                             
|                                                        |                  |                                                    |            | 2002                         |            | 2001
|                                                        |                  |                                                    |            |                              |            |     
|                                                        |                  |                                                    |            | (unaudited)                 
|OPERATING REVENUES                                      |                  | $                                                  | 30,592,969 |                              |            | $    | 30,258,720 |         
|                                                        |                  |                                                    |            |                              |            |      |            |         
|OPERATING EXPENSES:                                     |                  |                                                    |            |                              |            |      |            |         
|                                                        |                  | Salaries, wages and employee benefits              |            |                              | 9,349,145  |      |            |          | 10,494,579 |  
|                                                        |                  | Cost of independent contractors                    |            |                              | 8,978,965  |      |            |          | 6,583,149  |  
|                                                        |                  | Operating supplies                                 |            |                              | 5,937,212  |      |            |          | 6,953,686  |  
|                                                        |                  | Operating taxes and licenses                       |            |                              | 684,968    |      |            |          | 522,148    |  
|                                                        |                  | Insurance and claims                               |            |                              | 2,158,508  |      |            |          | 1,725,405  |  
|                                                        |                  | Communications and utilities                       |            |                              | 325,895    |      |            |          | 391,006    |  
|                                                        |                  | Depreciation and amortization                      |            |                              | 2,911,948  |      |            |          | 3,165,001  |  
|                                                        |                  | Gain on disposition of property
and equipment, net |            |                              | (35,496    | )    |            |          | (506,804   | )
|                                                        |                  | Other                                              |            |                              | 336,477    |      |            |          | 477,206    |  
|                                                        |                  |                                                    |            |                              |            |      |            |         
|                                                        |                  | Total operating expenses                           |            |                              | 30,647,622 |      |            |          | 29,805,376 |  
|                                                        |                  |                                                    |            |                              |            |      |            |         
|OPERATING
(LOSS) INCOME                                 |                  |                                                    | (54,653    | )                            |            |      | 453,344    |         
|                                                        |                  |                                                    |            |                              |            |      |            |         
|OTHER INCOME (EXPENSES):                                |                  |                                                    |            |                              |            |      |            |         
|                                                        | Interest income  |                                                    |            | 5,711                        |            |      |            | 16,511   |           
|                                                        | Interest expense |                                                    |            | (401,528                     | )          |      |            | (901,232 | )         
|                                                        |                  |                                                    |            |                              |            |      |            |         
|                                                        |                  | Other expenses, net                                |            |                              | (395,817   | )    |            |          | (884,721   | )
|                                                        |                  |                                                    |            |                              |            |      |            |         
|LOSS
BEFORE BENEFIT FROM INCOME TAXES                   |                  |                                                    | (450,472   | )                            |            |      | (431,377   | )       
|BENEFIT
FROM INCOME TAXES                               |                  |                                                    | (162,373   | )                            |            |      | (138,475   | )       
|                                                        |                  |                                                    |            |                              |            |      |            |         
|NET LOSS                                                |                  | $                                                  | (288,097   | )                            |            | $    | (292,902   | )       
|                                                        |                  |                                                    |            |                              |            |      |            |         
|NET LOSS PER SHARE (Basic and Diluted)                  |                  | $                                                  | (0.11      | )                            |            | $    | (0.10      | )       
|                                                        |                  |                                                    |            |                              |            |      |            |         
|WEIGHTED AVERAGE SHARES
OUTSTANDING (Basic and Diluted) |                  |                                                    | 2,709,838  |                              |            |      | 2,932,362  |         
|                                                        |                  |                                                    |            |                              |            |      |            |         

See notes to condensed consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |            |          |           |            |  
|------------------------------------------------ | ------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------------------------ | --------------------------------------------------- | -------- | ---------------------------- | ---------- | ---------- | -------- | --------- | ---------- | -
|                                                 |                                                                                 |                              |                                                                    |                                                     |          | Three Months Ended March 31,
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                             
|                                                 |                                                                                 |                              |                                                                    |                                                     |          | 2002                         |            | 2001      
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 |                                                                                 |                              |                                                                    |                                                     |          | (unaudited)                 
|OPERATING ACTIVITIES:                            |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 | Net loss                                                                        |                              | $                                                                  | (288,097                                            | )        |                              | $          | (292,902   | )       
|                                                 | Adjustments to reconcile net loss to net
cash provided by operating activities: |                              |                                                                    |                                                     |          |                              |            |            |         
|                                                 |                                                                                 |                              | Depreciation and amortization                                      |                                                     |          | 2,911,948                    |            |            |          | 3,165,001 |           
|                                                 |                                                                                 |                              | Net effect of sales-type leases on cost of independent contractors |                                                     |          | (484,546                     | )          |            |          | (102,109  | )         
|                                                 |                                                                                 |                              | Gain on disposal of property and equipment, net                    |                                                     |          | (35,496                      | )          |            |          | (506,804  | )         
|                                                 |                                                                                 |                              | Provision for deferred income taxes                                |                                                     |          | (100,951                     | )          |            |          |          |           
|                                                 |                                                                                 |                              | Changes in assets and liabilities provided (used) cash:            |                                                     |          |                              |            |            |          |           |           
|                                                 |                                                                                 |                              |                                                                    | Accounts receivable                                 |          |                              | (1,380,551 | )          |          |           | (889,885   | )
|                                                 |                                                                                 |                              |                                                                    | Other current assets                                |          |                              | 498,622    |            |          |           | 335,865    |  
|                                                 |                                                                                 |                              |                                                                    | Deposits and other assets                           |          |                              |           |            |          |           | (22,462    | )
|                                                 |                                                                                 |                              |                                                                    | Accounts payable                                    |          |                              | 1,442,707  |            |          |           | (393,623   | )
|                                                 |                                                                                 |                              |                                                                    | Accrued liabilities and other current liabilities   |          |                              | 1,227,836  |            |          |           | 552,338    |  
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 |                                                                                 |                              |                                                                    | Net cash provided by operating activities           |          |                              | 3,791,472  |            |          |           | 1,845,419  |  
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|INVESTING ACTIVITIES:                            |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 | Payments received on sales-type leases                                          |                              |                                                                    | 812,332                                             |          |                              |            | 603,634    |         
|                                                 | Capital expenditures:                                                           |                              |                                                                    |                                                     |          |                              |            |            |         
|                                                 |                                                                                 | Revenue equipment            |                                                                    |                                                     | (827,658 | )                            |            |            | (790,778 | )        
|                                                 |                                                                                 | Other property and equipment |                                                                    |                                                     | (115,260 | )                            |            |            | (58,880  | )        
|                                                 |                                                                                 | Construction in process      |                                                                    |                                                     |         |                              |            |            | (74,458  | )        
|                                                 | Proceeds from disposals of property and equipment                               |                              |                                                                    | 26,300                                              |          |                              |            | 780,843    |         
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 |                                                                                 |                              |                                                                    | Net
cash (used in) provided by investing activities |          |                              | (104,286   | )          |          |           | 460,361    |  
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|FINANCING ACTIVITIES:                            |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 | Purchase of treasury stock                                                      |                              |                                                                    | (42,254                                             | )        |                              |            | (389,156   | )       
|                                                 | Proceeds on line of credit                                                      |                              |                                                                    | (210,540                                            | )        |                              |            | (269,624   | )       
|                                                 | Proceeds from long-term debt                                                    |                              |                                                                    |                                                    |          |                              |            | 391,047    |         
|                                                 | Principal payments on long-term debt                                            |                              |                                                                    | (3,664,289                                          | )        |                              |            | (3,194,663 | )       
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|                                                 |                                                                                 |                              |                                                                    | Net cash used in financing activities               |          |                              | (3,917,083 | )          |          |           | (3,462,396 | )
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|NET CHANGE IN CASH AND CASH EQUIVALENTS          |                                                                                 |                              | (229,897                                                           | )                                                   |          |                              | (1,156,616 | )         
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |                                                                                 |                              | 2,221,455                                                          |                                                     |          |                              | 1,273,281  |           
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           
|CASH AND CASH EQUIVALENTS AT END OF PERIOD       |                                                                                 | $                            | 1,991,558                                                          |                                                     |          | $                            | 116,665    |           
|                                                 |                                                                                 |                              |                                                                    |                                                     |          |                              |            |           

See notes to condensed consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

|                                                         |                              |   |                              |         |      |   |          |         | 
|-------------------------------------------------------- | ---------------------------- | - | ---------------------------- | ------- | ---- | - | -------- | ------- | 
|                                                         |                              |   | Three Months Ended March 31,
|                                                         |                              |   |                             
|                                                         |                              |   | 2002                         |         | 2001
|                                                         |                              |   |                              |         |     
|                                                         |                              |   | (unaudited)                 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:       |                              |   |                              |         |      |   |          |        
|Cash paid during the period for :                        |                              |   |                              |         |      |   |          |        
|                                                         | Interest                     |   | $                            | 400,528 |      |   | $        | 901,231 | 
|                                                         |                              |   |                              |         |      |   |          |        
|                                                         | Income taxes, net of refunds |   | $                            | 103,373 |      |   | $        | 162,088 | 
|                                                         |                              |   |                              |         |      |   |          |        
|SUPPLEMENTAL NONCASH INVESTING AND FINANCING
ACTIVITIES: |                              |   |                              |         |      |   |          |        
|Net investment in sales-type leases                      |                              | $ | 37,954                       |         |      | $ | (109,136 | )      
|                                                         |                              |   |                              |         |      |   |          |        
|Dealer financed purchases of revenue equipment           |                              | $ | 3,601,878                    |         |      | $ |         |        
|                                                         |                              |   |                              |         |      |   |          |        

See notes to condensed consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | Basis of Presentation
|-- |  | ---------------------

The accompanying
condensed consolidated financial statements have been prepared in
compliance with Form 10-Q instructions and thus do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the statements reflect all adjustments, including those
of normal recurring nature, necessary to present fairly the results of the
reported interim periods. Interim results are not necessarily
indicative of results for a full year. The statements should be read in conjunction with the
summary of accounting policies and notes to financial statements included in
the Companys latest annual report on Form 10-K.



|2. |  | Principles of Consolidation
|-- |  | ---------------------------

The condensed consolidated financial statements include the accounts of Boyd Bros.
and its wholly owned subsidiary, WTI Transport, Inc. (WTI). Boyd Bros. and
WTI are referred to herein collectively as the Company. All significant
inter-company balances, transactions and stockholdings have been eliminated.



|3. |  | Environmental Matters
|-- |  | ---------------------

The Companys operations are subject to certain federal, state and local
laws and regulations concerning the environment. Certain of the Companys
facilities are located in historically industrial areas and, therefore, there
is the possibility of environmental liability as a result of operations by
prior owners as well as the Companys use of fuels and underground storage
tanks at its regional service centers.



|4. |  | Adoption of Recent
Accounting Pronouncements
|-- |  | --------------------------------------------

In June 2001, the Financial Accounting Standards Board (the FASB) issued
SFAS No. 141, Business Combinations, and SFAS No.142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS No.142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually.

In addition, SFAS No. 142 requires that the Company identify reporting
units for purposes of assessing potential future impairments of goodwill,
reassess the useful lives of other existing recognized finite-lived intangible
assets, and cease amortization of intangible assets with an indefinite useful
life. An intangible asset with an indefinite

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useful life should be tested for
impairment in accordance with the guidance in SFAS No. 142. This statement is
required to be applied in fiscal years beginning after December 15, 2001, to
all goodwill and other intangible assets recognized at that date, regardless of
when those assets were initially recognized. SFAS No. 142 requires the Company
to complete a transitional goodwill impairment test within six months from the
date of adoption and reassess the useful lives of other intangible assets
within the first interim quarter after adoption. The Company adopted SFAS Nos.
141 and 142 on January 1, 2002, and accordingly, ceased amortization of
goodwill in 2002. At present, the Company is currently assessing, but has not
yet determined, the complete impact the adoption of SFAS No. 141 and SFAS No.
142 will have on its financial position and results of operations. At March
31, 2002, the net book value recorded for goodwill was $3,452,446.



|5. |  | Accounting Standards Not
Yet Adopted
|-- |  | ------------------------------------

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 covers all legally enforceable
obligations associated with the retirement of tangible long-lived assets and
provides the accounting and reporting requirements for such obligations. SFAS
No. 143 is effective for the Company beginning January 1, 2003. The Company
has not assessed the impact of this new statement on its financial position or
results of operations.



|6. |  | Debt
|-- |  | ----

The Company was not in compliance with certain financial covenant ratio
requirements required by its loan agreements with its major lenders, including the term loan for the new
Birmingham terminal, as of March 31, 2002. Management believes that its
relationships with these lenders continues to be satisfactory, as it has in the
past, despite the fact that from time to time the Company has been out of
compliance with certain debt covenants. There can be no assurance that the
Company will be able to comply with these covenants in the future or that the
Companys lenders will provide waivers with respect to any such
noncompliance. If the Company cannot obtain such waivers, the
lenders may exercise their remedies under the applicable loan agreements, which
may have a material adverse effect on the Companys financial condition.



|7. |  | Segment Information
|-- |  | -------------------

The Company has two reportable segments: Boyd and WTI. The Boyd
division is a flatbed carrier that hauls primarily steel and building
products throughout most of the continental United States, and operates 735
trucks. Boyd had 533 company drivers and 202 owner-operators as of March
31, 2002. The WTI division is a flatbed carrier that hauls steel and roofing
products, primarily in the eastern two-thirds of the United States, and
operates 219 trucks. WTI had 35 company drivers and 184 owner-operators as of
March 31, 2002. Unaudited segment reporting information
for the three-month periods ended March 31, 2002 and 2001 is as follows:

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|                                  |  |      |            |     |  |              |           |       |  |   |         |   |  |   |            |  
|--------------------------------- |  | ---- | ---------- | --- |  | ------------ | --------- | ----- |  | - | ------- | - |  | - | ---------- | -
|Results of Operations             |  |      |            |     |  |              |           |       |  |   |         |   |  |   |            |  
|Three Months Ended March 31, 2002 |  | Boyd |            | WTI |  | Eliminations |           | Total
|                                  |  |      |            |     |  |              |           |      
|Operating revenues                |  | $    | 25,830,122 |     |  | $            | 4,799,304 |       |  | $ | (36,457 | ) |  | $ | 30,592,969 |  
|Operating expenses                |  |      | 26,042,680 |     |  |              | 4,641,399 |       |  |   | (36,457 | ) |  |   | 30,647,622 |  
|Operating income                  |  |      | (212,558   | )   |  |              | 157,905   |       |  |   |        |   |  |   | (54,653    | )
|Operating
ratio(1)                |  |      | 100.8      | %   |  |              | 96.7      | %     |  |   |         |   |  |   | 100.2      | %

|                                  |  |      |            |     |  |              |           |       |  |   |          |   |  |   |            |  
|--------------------------------- |  | ---- | ---------- | --- |  | ------------ | --------- | ----- |  | - | -------- | - |  | - | ---------- | -
|Three Months
Ended March 31, 2001 |  | Boyd |            | WTI |  | Eliminations |           | Total
|                                  |  |      |            |     |  |              |           |      
|Operating revenues                |  | $    | 25,843,151 |     |  | $            | 4,527,205 |       |  | $ | (111,636 | ) |  | $ | 30,258,720 |  
|Operating expenses                |  |      | 25,099,975 |     |  |              | 4,817,037 |       |  |   | (111,636 | ) |  |   | 29,805,376 |  
|Operating income                  |  |      | 743,176    |     |  |              | (289,832  | )     |  |   |         |   |  |   | 453,344    |  
|Operating
ratio(1)                |  |      | 97.1       | %   |  |              | 106.4     | %     |  |   |          |   |  |   | 98.5       | %

|                                              |  |      |            |     |  |              |           |       |  |  |  |  |  |   |            | 
|--------------------------------------------- |  | ---- | ---------- | --- |  | ------------ | --------- | ----- |  |  |  |  |  | - | ---------- | 
|Identifiable Assets                           |  |      |            |     |  |              |           |       |  |  |  |  |  |   |            | 
|As of March 31, 2002                          |  | Boyd |            | WTI |  | Eliminations |           | Total
|                                              |  |      |            |     |  |              |           |      
|Cash and cash equivalents                     |  | $    | 360,643    |     |  | $            | 1,630,915 |       |  |  |  |  |  | $ | 1,991,558  | 
|Property
and equipment, net                   |  |      | 53,435,230 |     |  |              | 5,129,304 |       |  |  |  |  |  |   | 58,564,534 | 
|Goodwill                                      |  |      |           |     |  |              | 3,452,446 |       |  |  |  |  |  |   | 3,452,446  | 
|Long-term debt (including current maturities) |  |      | 36,439,182 |     |  |              | 2,685,063 |       |  |  |  |  |  |   | 39,124,245 | 

|                                              |  |      |            |     |  |              |           |       |  |  |  |  |  |   |            | 
|--------------------------------------------- |  | ---- | ---------- | --- |  | ------------ | --------- | ----- |  |  |  |  |  | - | ---------- | 
|As of December 31, 2001                       |  | Boyd |            | WTI |  | Eliminations |           | Total
|                                              |  |      |            |     |  |              |           |      
|Cash and cash equivalents                     |  | $    | 943,574    |     |  | $            | 1,277,881 |       |  |  |  |  |  | $ | 2,221,455  | 
|Property
and equipment, net                   |  |      | 53,913,899 |     |  |              | 4,599,375 |       |  |  |  |  |  |   | 58,513,274 | 
|Goodwill                                      |  |      |           |     |  |              | 3,452,446 |       |  |  |  |  |  |   | 3,452,446  | 
|Long-term debt (including current maturities) |  |      | 35,781,177 |     |  |              | 3,405,479 |       |  |  |  |  |  |   | 39,186,656 | 

(1) Ratio of operating expenses to
operating revenue.

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Item 2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion should be read in conjunction with the attached
interim consolidated financial statements and with the Companys 2001 Annual
Report to Stockholders, which included audited financial statements and notes
thereto for the fiscal year ended December 31, 2001, as well as Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company, headquartered in Clayton, Alabama, is a flatbed truckload
carrier that operates throughout most of the continental United States, hauling
steel products and building materials. In these markets, the Company serves
high-volume, time-sensitive shippers that demand time definite delivery.

Historically, the Company has owned its revenue equipment and operated
through employee-operators. The Companys expansion in the past, therefore,
required significant capital expenditures that have been funded through
secured borrowings. In the last five years, the Company began adding owner-operators to its
fleet as a strategy to expand its potential for
growth without the concomitant increase in capital expenditures typically
related to owned equipment. The Company accelerated the implementation of this strategy in
December 1997 with the acquisition of WTI, which
specializes in short-haul routes using a largely owner-operator fleet.

The Company continues
to focus on marketing and sales efforts
and is broadening its customer base in diverse industries as well as
stressing best-in- business service to its customers. Although the
Company continues to face a difficult freight environment, and has
been hampered by a recent spike in insurance claims expense, the Company believes these efforts are
beginning to yield results in the form of profitable operations in
the month of April and a slight profit for the first four months of
2002. Although results to date are not necessarily indicative of the
Companys performance for the year, the Company is encouraged by
recent results. See Factors That May Effect Future
Results, below.

The following tables set forth, by segment, the percentage relationship of
expense items to operating revenues and certain other operating statistics for
the periods indicated:

|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |     |      |  
|--------------------------------- |  | -------------------------------------------------- | ----- | ------- | ---- | ---- | ----- | ---- | ---- | ---- | ----- | ----------------------- | ---- | ---- | ----- | ---- | ---- | - | ----- | --- | ---- | - | ----- | --- | ---- | -
|                                  |  |                                                    |       | Company |      | Boyd |       | WTI 
|                                  |  |                                                    |       |         |      |      |       |     
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       | Quarter Ended March 31, |      |      |       |      |      |   |       |    
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |    
|                                  |  |                                                    |       | 2002    |      | 2001 |       | 2002 |      | 2001 |       | 2002                    |      | 2001
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |     
|Operating revenues                |  |                                                    | 100.0 | %       |      |      | 100.0 | %    |      |      | 100.0 | %                       |      |      | 100.0 | %    |      |   | 100.0 | %   |      |   | 100.0 | %  
|Operating expenses                | 
|                                  |  | Salaries, wages, and employee
benefits             |       |         | 30.6 |      |       |      | 34.7 |      |       |                         | 33.6 |      |       |      | 38.3 |   |       |     | 14.1 |   |       |     | 13.0 |  
|                                  |  | Cost of independent contractors                    |       |         | 29.3 |      |       |      | 21.7 |      |       |                         | 23.8 |      |       |      | 14.1 |   |       |     | 59.9 |   |       |     | 67.3 |  
|                                  |  | Operating supplies                                 |       | 19.4    |      |      |       | 23.0 |      |      |       | 21.3                    |      |      |       | 25.4 |      |   |       | 9.2 |      |   |       | 8.6 |     
|                                  |  | Operating taxes and licenses                       |       |         | 2.2  |      |       |      | 1.7  |      |       |                         | 2.3  |      |       |      | 1.8  |   |       |     | 1.7  |   |       |     | 1.3  |  
|                                  |  | Insurance and claims                               |       |         | 7.1  |      |       |      | 5.7  |      |       |                         | 7.6  |      |       |      | 5.5  |   |       |     | 4.0  |   |       |     | 6.9  |  
|                                  |  | Communications and utilities                       |       |         | 1.1  |      |       |      | 1.3  |      |       |                         | 1.1  |      |       |      | 1.3  |   |       |     | 0.8  |   |       |     | 1.2  |  
|                                  |  | Depreciation and amortization                      |       |         | 9.5  |      |       |      | 10.5 |      |       |                         | 10.4 |      |       |      | 11.1 |   |       |     | 4.6  |   |       |     | 6.3  |  
|                                  |  | Gain on disposition of property
and equipment, net |       |         | (0.1 | )    |       |      | (1.7 | )    |       |                         | (0.1 | )    |       |      | (1.8 | ) |       |     | (0.1 | ) |       |     | (0.9 | )
|                                  |  | Other                                              |       |         | 1.1  |      |       |      | 1.6  |      |       |                         | 0.9  |      |       |      | 1.4  |   |       |     | 2.4  |   |       |     | 2.7  |  
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |    
|Total operating expenses          |  |                                                    | 100.2 |         |      |      | 98.5  |      |      |      | 100.8 |                         |      |      | 97.1  |      |      |   | 96.7  |     |      |   | 106.4 |    
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |    
|Operating income                  |  |                                                    | (0.2  | )       |      |      | 1.5   |      |      |      | (0.8  | )                       |      |      | 2.9   |      |      |   | 3.3   |     |      |   | (6.4  | )  
|Interest expense, net             |  |                                                    | (1.3  | )       |      |      | (2.9  | )    |      |      | (1.4  | )                       |      |      | (3.2  | )    |      |   | (0.7  | )   |      |   | (1.2  | )  
|Other income                      |  |                                                    |      |         |      |      |      |      |      |      |      |                         |      |      |      |      |      |   |      |     |      |   |      |    
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |    
|Income (loss) before income taxes |  |                                                    | (1.5  | )       |      |      | (1.4  | )    |      |      | (2.2  | )                       |      |      | (0.3  | )    |      |   | 2.6   |     |      |   | (7.6  | )  
|                                  |  | Income taxes (benefit)                             |       |         | (0.5 | )    |       |      | (0.4 | )    |       |                         | (0.9 | )    |       |      | (0.1 | ) |       |     | 1.3  |   |       |     | (2.4 | )
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |    
|Net income (loss)                 |  |                                                    | (1.0  | )%      |      |      | (1.0  | )%   |      |      | (1.3  | )%                      |      |      | (0.2  | )%   |      |   | 1.3   | %   |      |   | (5.2  | )% 
|                                  |  |                                                    |       |         |      |      |       |      |      |      |       |                         |      |      |       |      |      |   |       |     |      |   |       |    

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|                           |  |         |     |      |  |      |     |      |  |                         |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------- | --- | ---- |  | ---- | --- | ---- |  | ----------------------- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company |     | Boyd |  | WTI 
|                           |  |         |     |      |  |     
|                           |  |         |     |      |  |      |     |      |  | Quarter Ended March 31, |     |      |  |  |     |   |  | 
|                           |  | 2002    |     | 2001 |  | 2002 |     | 2001 |  | 2002                    |     | 2001
|                           |  |         |     |      |  |      |     |      |  |                         |     |     
|Company operated tractors  |  |         | 568 |      |  |      | 662 |      |  |                         | 533 |      |  |  | 632 |   |  |  | 35  |   |  |  | 30  |  
|Owner-operated tractors    |  |         | 386 |      |  |      | 295 |      |  |                         | 202 |      |  |  | 126 |   |  |  | 184 |   |  |  | 169 |  
|                           |  |         |     |      |  |      |     |      |  |                         |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |         | 954 |      |  |      | 957 |      |  |                         | 735 |      |  |  | 758 |   |  |  | 219 |   |  |  | 199 |  
|                           |  |         |     |      |  |      |     |      |  |                         |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |         | 60  | %    |  |      | 69  | %    |  |                         | 73  | %    |  |  | 83  | % |  |  | 16  | % |  |  | 15  | %
|Owner-operated tractor %   |  |         | 40  | %    |  |      | 31  | %    |  |                         | 27  | %    |  |  | 17  | % |  |  | 84  | % |  |  | 85  | %
|                           |  |         |     |      |  |      |     |      |  |                         |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |         | 100 | %    |  |      | 100 | %    |  |                         | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |         |     |      |  |      |     |      |  |                         |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Results of Operations

The Companys
total operating revenues increased $334,249 or 1.1% to
$30,592,969 for the quarter ended March 31, 2002, compared with
$30,258,720 for
the same period in 2001. This change in total operating revenues
before intersegment eliminations reflected a
decrease of $13,029 in the Boyd division and an increase of $272,099 or 6.0% at
the WTI division.

Total operating
expenses increased $841,554 or 2.8% to $30,647,622 for the
first quarter ended March 31, 2002, compared with $29,806,068 for the same
three months last year. The increase in the Companys operating expenses, which
were attributable primarily to the Boyd division, were due largely to increases in insurance and claims, and reduced gains on sale of property, plant
and equipment.

Depreciation and amortization decreased $253,053 or 8.0% to $2,911,948
from $3,165,001 in the first quarter of 2001. As a percentage of operating
revenues, depreciation and amortization decreased to 9.5% from 10.5%. The
decrease in depreciation and amortization for the quarter was primarily
associated with the Boyd division, which during the past year has converted
some company tractors to owner-operated tractors subject to lease/purchase
arrangements. And effective January 1, 2002, the Company
discontinued amortization of goodwill at its WTI division in
accordance with SFAS No. 142.

Gain on disposition of property and equipment, net declined $471,308 or
93.0% to $35,496 from $506,804 in the first quarter of 2001. As a percentage
of operating revenues, gain on disposition of property and equipment, net
declined to 0.1% from 1.7%. The lower gains, again related almost entirely to
the Boyd division because it operates primarily with company-owned power units,
reflected lower trade-in activity and depressed trade-in values for used
tractors. The prior-year amount also included a gain on the sale of the
Companys airplane during the first quarter of 2001.

Offsetting these increases to some extent, operating supplies declined
$1,016,474 or 14.6% to $5,937,212 from $6,953,686 in the first quarter of 2001.
The majority of the decline in first quarter operating supplies related to
lower fuel costs at the Boyd division, which operates using largely
company-owned power units. Boyd experienced an increase in the number
of owner-operators from 126 for the period ended March 31, 2001
to 202 for the period ended March 31, 2002. This increase
resulted in lower fuel costs for the quarter ended March 31,
2002. This increase also contributed to the decrease in salaries,
wages and benefits of $1,145,434 or 11% to $9,349,145 from
$10,494,579 in the first quarter of 2001. The decrease in salaries,
wages and benefits for the period ended March 31, 2001, was offset by increases in the cost of
independent contractors of $2,395,816. The WTI division, while still relying primarily
on owner-operators, experienced an increase in its overall fuel costs for the
period due to an increase in the number of company drivers in that division
over the same period last year.

As a net result of
higher operating expenses for the first quarter, offset
to some extent by higher operating revenues, the Company reported an operating
loss of $54,653 for the period compared with operating income of
$452,652 for
the same period in 2001. The Companys ratio of operating
expenses to operating revenues (operating ratio) for the first quarter
of 2002 was 100.2% compared with 98.5% for the same period in 2001. For the
Boyd division, the operating ratio was 100.8% in the first quarter versus 97.1%
in the year-earlier period. For the WTI division, the operating
ratio was 96.7% in the first quarter versus 106.4% in the year-earlier period.

Interest expense for
the first quarter declined $499,704 or 55.6% to
$401,528 from $901,232 in the first quarter of 2001. As a percentage of
operating revenues, interest expense declined to 1.3% from 2.9%. Most of the
Companys revenue equipment financing is associated with the Boyd division
because of its larger company-owned

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fleet, thus most of the decline in interest
expense for the first quarter related to the Boyd division and reflected both
lower debt levels and a lower LIBOR rate on borrowed funds.

Income tax benefit for the three-month period ended March 31, 2002 was
$162,373 resulting in an effective tax rate of 36%. This rate is greater than the
Federal statutory rate primarily due to the effect of state taxes.

Liquidity and Capital Resources

The Companys primary cash requirements are for capital expenditures and
operating expenses, including labor costs, fuel costs and operating supplies.
Historically, the Companys primary sources of cash have been from operations
and bank borrowings.

Net cash flow
provided by operating activities was $3,791,472 during the first
three months of 2002, compared with $1,845,419 during the same period
in 2001. The increase in the net cash provided by operating
activities reflects changes in working capital items including an
increase in accrued liabilities relating primarily to cargo and
physical damage and worker's compensation insurance accruals. The Company has been
involved in two accidents in the first quarter of 2002 that resulted
in third party fatalities. Each of these accidents, taken separately,
has the potential to cause the Company to reach its total per
occurrence retention amount for insurance purposes. Although no
claims have been made against the Company with respect to these
accidents, in the event claims are made and the Company ultimately is
found to have some liability for these accidents, the Company
believes that its operating cash flows and unused line of credit
would be sufficient to cover any amounts payable. Increases
in accounts receivable trade and interline of $1,866,870 since
December 31, 2001 were offset by increases in accounts payable
of $1,442,707.

Accounts receivable  trade and interline
at March 31, 2002, increased
18.0% or $1,866,870 compared with the amount at December 31, 2001. This represented
13.8% of total assets at March 31, 2002, versus 11.8% of total
assets at December 31, 2001. The days of revenue in accounts receivable for the period ended
March 31, 2002, were 35.1 compared with 29.3 for the period
ended December 31, 2001. The increase in accounts receivable was
related to an increase in load volume and not due to inefficiency in
collecting. The Company also reserves
for bad debts that are related to sale-leaseback transactions with its
owner-operators. Bad debt expense on such leases for the quarter ended March
31, 2002, was $1,314,488 compared with $124,649 for the same period
in 2001. The increase in these bad debts is related to the increase
in the number of owner-operators as of March 31, 2002.

The Company used
$(104,286) of cash from its investing activities for the three month
period ended March 31, 2002 as compared to cash provided from
investing activities in 2001 because of fewer disposals of property
and equipment this year.

The Company used cash in financing activities during
the three month period ended March 31, 2002 to pay down its
existing bank debt. The Companys bank debt bears interest ranging from LIBOR plus 1.25% to
LIBOR plus 2.25% and also at a fixed rate of 5.60%, all payable in monthly
installments and with maturities through December 2006. The bank debt is
collateralized by revenue equipment. The Company also has one line of credit
totaling $2,500,000 bearing interest at the banks 30-day LIBOR rate plus
1.75%. As of March 31, 2002, the Company had no outstanding borrowings on its
line of credit.

As of March 31,
2002, the Company was not in compliance with certain financial
covenant ratio requirements imposed by its major lenders. There can be no assurance that the Company
will be able to comply with these covenants in the future. If the Company is
unable to comply with these covenants in the future, there can be no assurance
that the Companys lenders will provide any additional waivers with respect to
any such noncompliance.

During the first
quarter of 2002, the Company purchased 6,500 shares of
its common stock from Steven Rumsey, the Chief Executive Officer of WTI, for an
aggregate purchase price of $42,254, at a price per share of $6.50 in
accordance with the terms of the 1997 WTI acquisition agreement. The
Company funded this purchase using its
working capital.

As of March 31, 2002, the Company believes that the availability of credit
under its line of credit and internally generated cash will be adequate to
finance its operations and anticipated capital expenditures through fiscal year
2002. Over the long term, the Company will continue to have significant
capital requirements that may require the Company to seek additional borrowings
or equity capital. The availability of debt financing or equity capital will
depend upon prevailing market conditions, the market price of its Common Stock
and other factors over which the Company has no control, as well as the
Companys financial condition and results of operations.

Factors That May Affect Future Results

The Companys future results may be affected by a number of factors over
which the Company has little or no control. Fuel prices, insurance and claims
costs, liability claims, interest rates, the availability of qualified drivers,
fluctuations in the resale value of revenue equipment, economic and customer
business cycles and shipping demands are economic factors over which the
Company has little or no control. Significant increases or rapid fluctuations
in fuel prices, interest rates or insurance costs or liability claims, to the
extent not offset by increases in
freight rates, and the resale value of revenue equipment could reduce
profitability. Weakness in the general economy, including a weakness in
consumer demand for goods and services, could adversely affect customers and
growth and

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revenues, if customers reduce their demand for transportation
services. Weakness in customer demand for the Companys services or in the
general rate environment also may restrain the Companys ability to increase
rates or obtain fuel surcharges. It also is not possible to predict the medium
or long-term effects of terrorist attacks on September 11, 2001, and subsequent
events on the economy or on customer confidence in the United States, or the
impact, if any, on the Companys future results of operations.

The following issues and uncertainties, among other things, should be
considered in evaluating the Companys growth outlook:

Business uncertainties

The Company has experienced significant and rapid growth in revenue since the Company went public in May 1994. There can be no assurance
that the Companys business will continue to grow in a similar fashion in the
future or that the Company can effectively adapt the management,
administrative, and operational systems to respond to any future growth.
Further, there can be no assurance that the operating margins will not be
adversely affected by future changes in and expansion of the Companys business
or by changes in economic conditions.

Insurance

The Companys future insurance and claims expenses might exceed historical
levels, which could reduce 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 $500,000 per occurrence. The workers
compensation self-insurance level remains at a maximum of $250,000, and the
health insurance self-insurance level is $175,000 per person per year. If the
number of claims for which the Company is self-insured increases, operating
results could be adversely affected. The Company has been involved in
two accidents in the first quarter of 2002 that resulted in third
party fatalities. Each of these accidents, taken separately, has the
potential to cause the Company to reach its total per occurrence
retention amount for insurance purposes. Although no claims have been
made against the Company with respect to these accidents, in the
event claims are made and the Company ultimately is found to have
some liability for these accidents, the Company believes that its
operating cash flows and unused lines of credit would be sufficient
to cover any amounts payable. Also, the Company maintains insurance
with licensed insurance companies above the amounts for which the Company is
self-insured. The terrorist attacks in the United States on September 11,
2001, and subsequent events, may result 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.

Revenue equipment

The Companys growth has been made possible through the addition of new
revenue equipment. Difficulty in financing or obtaining new revenue equipment
(for example, delivery delays from manufacturers or the unavailability of
independent contractors) could restrict future growth.

In the past the Company has acquired new tractors and trailers at
favorable prices and has entered into agreements with the manufacturers to
repurchase the tractors from the Company at agreed prices. Current
developments in the secondary tractor and trailer resale market have resulted
in a large supply of used tractors and trailers on the market. This has
depressed the market value of used equipment to levels significantly below the
prices at which the manufacturers have agreed to repurchase the equipment.
Accordingly, some manufacturers may refuse or be financially unable to keep
their commitments to repurchase equipment according to their repurchase
agreement terms. The Company understands that some manufacturers have
communicated to customers their intention to significantly increase new
equipment prices and eliminate or sharply reduce the price of repurchase
commitments.

Inflation

Many of the Companys operating expenses, including fuel costs and fuel
taxes, are sensitive to the effects of inflation, which could result in higher
operating costs. During 2000, 2001 and the first three months of 2002, the
Company experienced fluctuations in fuel costs as a result of conditions in the
petroleum industry. The Company also has periodically experienced some wage
increases for drivers. Increases in fuel costs and driver compensation are
expected to continue during 2002 and may affect operating income, unless the
Company is able to pass those increased costs to customers through rate
increases or fuel surcharges. The Company has initiated an aggressive program
to obtain rate increases and fuel surcharges from customers in order to cover
increased costs
due to these increases in fuel prices, driver compensation and other
expenses and have been successful in implementing some fuel surcharges.
Competitive conditions in the transportation industry, including lower demand
for transportation services, could limit the Companys ability to continue to
obtain rate increases or fuel surcharge.

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Fuel Price Trend

The motor carrier industry depends upon the availability of diesel fuel,
and fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect, the profitability of the
Company. Fuel prices have fluctuated greatly and fuel taxes have generally
increased in recent years. The Company has not experienced difficulty in
maintaining necessary fuel supplies, and in the past the Company generally has
been able to partially offset significant increases in fuel costs and fuel
taxes through increased freight rates and through a fuel surcharge which
increases incrementally as the price of fuel increases. There also can be no
assurance that the Company will be able to recover any future increases in fuel
costs and fuel taxes through increased rates. If fuel prices continue to
increase or are sustained at these higher levels for a continuing period of
time, the higher fuel costs may have a materially adverse effect on the
financial condition and business operations of the Company. Additionally, the
increased fuel costs may continue to have a materially adverse effect on the
Companys efforts to attract and retain owner-operators, expand its pool of
available trucks and diversify its operations.

Forward-looking Statements

Certain of the above statements contained herein under the caption
Managements Discussion and Analysis of Financial
Condition and Results of
Operations constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, business conditions and growth in the economy, including
the transportation and construction sectors in particular, competitive factors,
including price pressures and the ability to recruit and retain qualified
drivers, the ability to control internal costs, particularly fuel costs, which
may or may not be passed on to the Companys customers, departures and
defaults by owner-operators, the cost of complying with governmental
regulations that are applicable to the Company, and other factors referenced
elsewhere herein.




Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk due to its long-term debt,
which at March 31, 2002, bore interest at rates ranging from 1.25% to 2.25% above
the banks LIBOR rate. Under the provisions of Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial
Instruments, the Company has estimated the fair value of its long-term debt
approximates its carrying value, using a discounted cash flow analysis based on
borrowing rates available to the Company. The effect of a hypothetical 10%
increase in interest rates would increase the estimated fair value of the
Companys long-term debt by approximately $300,000. Management believes that
current working capital funds are sufficient to offset any adverse effects
caused by changes in the interest rates.

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PART II. OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits, Financial Statements and Schedules



| | 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 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.

(b)  Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended March
31, 2002.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                     |  |                                                                          
|-------------------- |  | -------------------------------------------------------------------------
|                     |  | Boyd Bros. Transportation Inc.
(Registrant)                              
|                    
|                     |  |                                                                          
|                    
|Date:   May 15, 2002 |  | /s/ Richard C. Bailey                                                    
|                    
|                     |  | Richard C. Bailey, Chief Financial Officer
(Principal Accounting Officer)

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