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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 June 30, 2003

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(State or other jurisdiction of
incorporation or organization) |  | 63-6006515(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 check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) Yes [X] No [   ], and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No
[   ]

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

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of August 12, 2003.

|                              |  |  |  |                   
|----------------------------- |  |  |  | ------------------
|Common Stock, $.001 Par Value |  |  |  | 2,710,667         
|                              |  |  |  |                   
|(Class)                       |  |  |  | (Number of Shares)





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TABLE OF CONTENTS



|                                               |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                               |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                   
|                                               |                                                                                               | 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                           
|                                               | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                    
|                                               | Item 1. Legal Proceedings                                                                    
|                                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                                               | Item 3. Defaults Upon Senior Securities                                                      
|                                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                               | Item 5. Other Information                                                                    
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                    
|EX-10.1 PACCAR FINANCIAL AGREEMENT 04/03/03   
|EX-10.2 PACCAR FINANCIAL AGREEMENT 04/22/03   
|EX-10.3 PACCAR FINANCIAL AGREEMENT 05/15/03   
|EX-10.4 PACCAR FINANCIAL AGREEMENT 05/23/03   
|EX-10.5 GE CAPITAL PROMISSORY NOTE 07/01/03   
|EX-31.1 EXCHANGE ACT RULE CERTIFICATION OF PEO
|EX-31.2 EXCHANGE ACT RULE CERTIFICATION OF PFO
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO  
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO  



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INDEX

|           |  |                       |  |                                                                                                  |    |                                                     |    |            
|---------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------ | -- | --------------------------------------------------- | -- | -----------
|           |  |                       |  |                                                                                                  |    |                                                     |    | Page Number
|Part I.    |  | Financial Information | 
|           |  | Item 1.               |  | Consolidated Financial Statements                                                                |   
|           |  |                       |  | Consolidated
Balance Sheets
          June 30, 2003 (unaudited) and December 31, 2002            | 3 
|           |  |                       |  | Consolidated Statements of Income (unaudited)
          Periods Ended June 30, 2003 and 2002     | 5 
|           |  |                       |  | Consolidated Statements of Cash Flows (unaudited)
          Periods Ended June 30, 2003 and 2002 | 6 
|           |  |                       |  | Notes to Consolidated Financial Statements                                                       | 7 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations            | 13
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                       | 22
|           |  | Item 4.               |  | Controls and Procedures                                                                          |    | 23                                                 
|Part II.   |  | Other Information     | 
|           |  | Item 1.               |  |                                                                                                  |    | Legal Proceedings                                   |    | 24         
|           |  | Item 2.               |  |                                                                                                  |    | Changes in Securities and Use of Proceeds           | 24
|           |  | Item 3.               |  |                                                                                                  |    | Defaults Upon Senior Securities                     | 24
|           |  | Item 4.               |  |                                                                                                  |    | Submission of Matters to a Vote of Security Holders | 24
|           |  | Item 5.               |  |                                                                                                  |    | Other Information                                   |    | 24         
|           |  | Item 6.               |  |                                                                                                  |    | Exhibits and Reports on Form 8-K                    |    | 24         
|Signatures |  |                       |  |                                                                                                  |    |                                                     |    | 25         

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BOYD BROS. TRANSPORTATION INC.CONSOLIDATED BALANCE SHEETS

|                        |                                                        |                             |            |             |            |              |            |            |            | 
|----------------------- | ------------------------------------------------------ | --------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                        |                                                        |                             |            | June 30,    |            | DECEMBER 31,
|                        |                                                        |                             |            | 2003        |            | 2002        
|                        |                                                        |                             |            |             |            |             
|                        |                                                        |                             |            | (UNAUDITED) |            |             
|ASSETS                  |                                                        |                             |            |             |            |              |            |           
|CURRENT ASSETS:         |                                                        |                             |            |             |            |              |            |           
|                        | Cash and cash equivalents                              |                             | $          | 238,287     |            |              | $          | 292,514    |           
|                        | Short-term investments                                 |                             |            |            |            |              |            | 288,000    |           
|                        | Accounts receivable:                                   |                             |            |             |            |              |            |            |           
|                        |                                                        | Trade and interline         |            |             | 10,989,273 |              |            |            | 9,083,921  | 
|                        |                                                        | Other                       |            |             | 604,658    |              |            |            | 542,963    | 
|                        | Current portion of net investment in sales-type leases |                             |            | 1,480,450   |            |              |            | 1,427,617  |           
|                        | Parts and supplies inventory                           |                             |            | 760,159     |            |              |            | 521,201    |           
|                        | Prepaid licenses and permits                           |                             |            | 904,807     |            |              |            | 547,460    |           
|                        | Other prepaid expenses                                 |                             |            | 924,823     |            |              |            | 965,995    |           
|                        | Deferred income taxes                                  |                             |            | 2,146,304   |            |              |            | 2,378,688  |           
|                        |                                                        |                             |            |             |            |              |            |            |           
|                        |                                                        | Total current assets        |            |             | 18,048,761 |              |            |            | 16,048,359 | 
|                        |                                                        |                             |            |             |            |              |            |            |           
|PROPERTY AND EQUIPMENT: |                                                        |                             |            |             |            |              |            |           
|                        | Land and land improvements                             |                             |            | 2,948,297   |            |              |            | 2,948,297  |           
|                        | Buildings                                              |                             |            | 7,823,234   |            |              |            | 7,804,015  |           
|                        | Revenue equipment                                      |                             |            | 64,443,100  |            |              |            | 64,644,891 |           
|                        | Other equipment                                        |                             |            | 12,857,389  |            |              |            | 12,466,476 |           
|                        | Leasehold improvements                                 |                             |            | 386,384     |            |              |            | 386,384    |           
|                        |                                                        |                             |            |             |            |              |            |            |           
|                        |                                                        | Total                       |            |             | 88,458,404 |              |            |            | 88,250,063 | 
|                        | Less accumulated depreciation and
amortization         |                             |            | 35,842,731  |            |              |            | 33,525,571 |           
|                        |                                                        |                             |            |             |            |              |            |            |           
|                        |                                                        | Property and equipment, net |            |             | 52,615,673 |              |            |            | 54,724,492 | 
|                        |                                                        |                             |            |             |            |              |            |            |           
|OTHER ASSETS:           |                                                        |                             |            |             |            |              |            |           
|                        | Net investment in sales-type leases                    |                             |            | 6,323,018   |            |              |            | 6,706,848  |           
|                        | Goodwill                                               |                             |            | 3,452,446   |            |              |            | 3,452,446  |           
|                        | Revenue equipment held for lease                       |                             |            | 614,157     |            |              |            | 310,405    |           
|                        | Deposits and other assets                              |                             |            | 340,156     |            |              |            | 339,531    |           
|                        |                                                        |                             |            |             |            |              |            |            |           
|                        |                                                        | Total other assets          |            |             | 10,729,777 |              |            |            | 10,809,230 | 
|                        |                                                        |                             |            |             |            |              |            |            |           
|TOTAL                   |                                                        | $                           | 81,394,211 |             |            | $            | 81,582,081 |           
|                        |                                                        |                             |            |             |            |              |            |            |           

See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                                    |                            |            |             |            |              |            |            |            | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | -------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                                     |                                                                                                                    |                            |            | June 30,    |            | DECEMBER 31,
|                                     |                                                                                                                    |                            |            | 2003        |            | 2002        
|                                     |                                                                                                                    |                            |            |             |            |             
|                                     |                                                                                                                    |                            |            | (UNAUDITED) |            |              |            |           
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                    |                            |            |             |            |              |            |           
|CURRENT LIABILITIES:                 |                                                                                                                    |                            |            |             |            |              |            |           
|                                     | Accounts payable - trade and interline                                                                             |                            | $          | 4,469,269   |            |              | $          | 2,375,475  |           
|                                     | Line of credit                                                                                                     |                            |            | 1,313,825   |            |              |            |           |           
|                                     | Income taxes payable                                                                                               |                            |            | 512,666     |            |              |            | 1,424,791  |           
|                                     | Accrued liabilities:                                                                                               |                            |            |             |            |              |            |            |           
|                                     |                                                                                                                    | Self-insurance claims      |            |             | 4,239,689  |              |            |            | 4,537,857  | 
|                                     |                                                                                                                    | Salaries and wages         |            |             | 882,860    |              |            |            | 447,911    | 
|                                     |                                                                                                                    | Other                      |            |             | 1,962,401  |              |            |            | 1,324,364  | 
|                                     | Current maturities of long-term debt                                                                               |                            |            | 14,635,011  |            |              |            | 14,488,695 |           
|                                     |                                                                                                                    |                            |            |             |            |              |            |           
|                                     |                                                                                                                    | Total current liabilities  |            |             | 28,015,721 |              |            |            | 24,599,093 | 
|LONG-TERM DEBT                       |                                                                                                                    |                            | 15,578,090 |             |            |              | 19,135,870 |           
|DEFERRED INCOME TAXES                |                                                                                                                    |                            | 11,423,915 |             |            |              | 12,122,259 |           
|                                     |                                                                                                                    |                            |            |             |            |              |            |           
|                                     |                                                                                                                    | Total liabilities          |            |             | 55,017,726 |              |            |            | 55,857,222 | 
|                                     |                                                                                                                    |                            |            |             |            |              |            |           
|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; 1,358,973 and 1,359,684 shares
shares at June 30, 2003 and December 31, 2002, respectively |                            |            | (9,633,234  | )          |              |            | (9,638,274 | )         
|                                     | Additional paid-in capital                                                                                         |                            |            | 16,884,622  |            |              |            | 16,884,622 |           
|                                     | Retained earnings                                                                                                  |                            |            | 19,121,027  |            |              |            | 18,474,441 |           
|                                     |                                                                                                                    |                            |            |             |            |              |            |           
|                                     |                                                                                                                    | Total stockholders equity |            |             | 26,376,485 |              |            |            | 25,724,859 | 
|                                     |                                                                                                                    |                            |            |             |            |              |            |           
|TOTAL                                |                                                                                                                    | $                          | 81,394,211 |             |            | $            | 81,582,081 |           
|                                     |                                                                                                                    |                            |            |             |            |              |            |            |           

See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |            |  
|------------------------------------------- | ----------------------------------------------- | - | --------------------------- | ---------- | ------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                            |                                                 |   | Three Months Ended June 30, |            | Six Months Ended June 30,
|                                            |                                                 |   |                             |            |                          
|                                            |                                                 |   | 2003                        |            | 2002                      |   | 2003       |            | 2002
|                                            |                                                 |   |                             |            |                           |   |            |            |     
|OPERATING REVENUES                          |                                                 | $ | 34,368,130                  |            |                           | $ | 32,969,112 |            |      | $ | 66,945,608 |            |   | $ | 63,589,429 |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OPERATING EXPENSES:                         |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                            | Salaries, wages and
employee benefits           |   |                             | 9,777,817  |                           |   |            | 9,302,994  |      |   |            | 19,066,592 |   |   |            | 18,652,139 |  
|                                            | Cost of independent contractors                 |   |                             | 10,945,868 |                           |   |            | 10,063,793 |      |   |            | 21,491,222 |   |   |            | 19,042,758 |  
|                                            | Operating supplies                              |   |                             | 6,879,976  |                           |   |            | 6,499,837  |      |   |            | 13,811,100 |   |   |            | 12,464,397 |  
|                                            | Operating taxes and licenses                    |   |                             | 641,506    |                           |   |            | 673,171    |      |   |            | 1,243,120  |   |   |            | 1,358,139  |  
|                                            | Insurance and claims                            |   |                             | 1,114,896  |                           |   |            | 1,236,558  |      |   |            | 2,447,296  |   |   |            | 3,395,066  |  
|                                            | Communications and utilities                    |   |                             | 342,817    |                           |   |            | 324,325    |      |   |            | 674,664    |   |   |            | 650,220    |  
|                                            | Depreciation and amortization                   |   |                             | 2,948,579  |                           |   |            | 2,973,891  |      |   |            | 5,592,631  |   |   |            | 5,885,837  |  
|                                            | Gain on disposal of
property and equipment, net |   |                             | (196,847   | )                         |   |            | (50,899    | )    |   |            | (196,848   | ) |   |            | (86,395    | )
|                                            | Other                                           |   |                             | 499,492    |                           |   |            | 415,340    |      |   |            | 1,063,814  |   |   |            | 751,819    |  
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                            | Total operating expenses                        |   |                             | 32,954,104 |                           |   |            | 31,439,010 |      |   |            | 65,193,591 |   |   |            | 62,113,980 |  
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OPERATING INCOME                            |                                                 |   | 1,414,026                   |            |                           |   | 1,530,102  |            |      |   | 1,752,017  |            |   |   | 1,475,449  |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OTHER INCOME (EXPENSES):                    |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                            | Interest income                                 |   |                             | 225        |                           |   |            | 3,065      |      |   |            | 5,022      |   |   |            | 8,776      |  
|                                            | Interest expense                                |   |                             | (283,764   | )                         |   |            | (511,393   | )    |   |            | (592,183   | ) |   |            | (911,925   | )
|                                            | Other expenses                                  |   |                             | (25,066    | )                         |   |            |           |      |   |            | (52,584    | ) |   |            | (1,000     | )
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                            | Other expenses, net                             |   |                             | (308,605   | )                         |   |            | (508,328   | )    |   |            | (639,745   | ) |   |            | (904,149   | )
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|INCOME BEFORE PROVISION FOR
INCOME TAXES    |                                                 |   | 1,105,421                   |            |                           |   | 1,021,774  |            |      |   | 1,112,272  |            |   |   | 571,300    |           
|PROVISION FOR INCOME TAXES                  |                                                 |   | 460,130                     |            |                           |   | 414,424    |            |      |   | 462,795    |            |   |   | 252,051    |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|NET INCOME                                  |                                                 | $ | 645,291                     |            |                           | $ | 607,350    |            |      | $ | 649,477    |            |   | $ | 319,249    |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|BASIC EARNINGS PER SHARE                    |                                                 | $ | 0.24                        |            |                           | $ | 0.22       |            |      | $ | 0.24       |            |   | $ | 0.12       |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|DILUTED EARNINGS PER SHARE                  |                                                 | $ | 0.23                        |            |                           | $ | 0.22       |            |      | $ | 0.23       |            |   | $ | 0.12       |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|BASIC WEIGHTED
AVERAGE SHARES OUTSTANDING   |                                                 |   | 2,710,673                   |            |                           |   | 2,708,105  |            |      |   | 2,710,669  |            |   |   | 2,708,967  |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING |                                                 |   | 2,836,549                   |            |                           |   | 2,741,712  |            |      |   | 2,837,684  |            |   |   | 2,732,590  |           
|                                            |                                                 |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           

See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |            |            |            |            |  
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------------- | ----------------------------------------- | ---------- | ---------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | -
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            | Six Months Ended June,
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                       
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            | 2003                   |            | 2002      
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|OPERATING ACTIVITIES:                                    |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Net income                                                                               |                                                                    | $                                                 | 649,477                                   |            |                        | $          | 319,249    |           
|                                                         | Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                                                    |                                                   |                                           |            |                        |            |            |           
|                                                         |                                                                                          | Depreciation and amortization                                      |                                                   |                                           | 5,592,631  |                        |            |            | 5,885,837  |           
|                                                         |                                                                                          | Provision for bad debts                                            |                                                   |                                           | 99,726     |                        |            |            |           |           
|                                                         |                                                                                          | Net effect of sales-type leases on cost of independent contractors |                                                   |                                           | 94,602     |                        |            |            | (478,131   | )         
|                                                         |                                                                                          | Gain on disposal of property and equipment, net                    |                                                   |                                           | (196,847   | )                      |            |            | (86,395    | )         
|                                                         |                                                                                          | Provision for deferred income taxes                                |                                                   |                                           | (465,960   | )                      |            |            | (36,504    | )         
|                                                         |                                                                                          | Changes in assets and liabilities that provided (used) cash:       |                                                   |                                           |            |                        |            |            |            |           
|                                                         |                                                                                          |                                                                    | Accounts receivable                               |                                           |            | (2,066,773             | )          |            |            | (2,401,092 | )         
|                                                         |                                                                                          |                                                                    | Other current assets                              |                                           |            | (267,133               | )          |            |            | 399,468    |           
|                                                         |                                                                                          |                                                                    | Other assets                                      |                                           |            | (625                   | )          |            |            | 162,800    |           
|                                                         |                                                                                          |                                                                    | Accounts payable- trade and interline             |                                           |            | 2,093,794              |            |            |            | 1,669,130  |           
|                                                         |                                                                                          |                                                                    | Accrued liabilities and other current liabilities |                                           |            | (137,307               | )          |            |            | 1,297,763  |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         |                                                                                          |                                                                    |                                                   | Net cash provided by operating activities |            |                        | 5,395,585  |            |            |            | 6,732,125  |  
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|INVESTING ACTIVITIES:                                    |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Payments received on sales-type leases                                                   |                                                                    |                                                   | 1,147,020                                 |            |                        |            | 1,288,783  |           
|                                                         | Capital expenditures:                                                                    |                                                                    |                                                   |                                           |            |                        |            |            |           
|                                                         |                                                                                          | Revenue equipment                                                  |                                                   |                                           | (4,037,730 | )                      |            |            | (3,677,307 | )         
|                                                         |                                                                                          | Other equipment                                                    |                                                   |                                           | (671,512   | )                      |            |            | (757,469   | )         
|                                                         | Proceeds from disposals of property and equipment, net of trades                         |                                                                    |                                                   | 207,900                                   |            |                        |            | 258,180    |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         |                                                                                          |                                                                    |                                                   | Net cash used in investing activities     |            |                        | (3,354,322 | )          |            |            | (2,887,813 | )
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|FINANCING ACTIVITIES:                                    |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Proceeds from sales of common stock                                                      |                                                                    |                                                   | 2,149                                     |            |                        |            | (42,254    | )         
|                                                         | Proceeds (payments) on line of credit - net                                              |                                                                    |                                                   | 1,313,825                                 |            |                        |            | (210,540   | )         
|                                                         | Proceeds from long-term debt                                                             |                                                                    |                                                   | 4,001,735                                 |            |                        |            | 3,286,003  |           
|                                                         | Principal payments on long-term debt                                                     |                                                                    |                                                   | (7,413,199                                | )          |                        |            | (8,704,637 | )         
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         |                                                                                          |                                                                    |                                                   | Net cash used in financing activities     |            |                        | (2,095,490 | )          |            |            | (5,671,428 | )
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|NET DECREASE IN CASH AND CASH EQUIVALENTS                |                                                                                          |                                                                    | (54,227                                           | )                                         |            |                        | (1,827,116 | )         
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         |                                                                                          |                                                                    | 292,514                                           |                                           |            |                        | 2,221,455  |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|BALANCE AT END OF PERIOD                                 |                                                                                          | $                                                                  | 238,287                                           |                                           |            | $                      | 394,339    |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:       |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Cash paid during the period for :                                                        |                                                                    |                                                   |                                           |            |                        |            |            |           
|                                                         | Income taxes, net of refunds                                                             |                                                                    | $                                                 | 1,850,715                                 |            |                        | $          | 139,937    |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Interest                                                                                 |                                                                    | $                                                 | 592,183                                   |            |                        | $          | 911,925    |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Net investment in sales-type leases                                                      |                                                                    | $                                                 | (3,889,924                                | )          |                        | $          | (842,829   | )         
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           
|                                                         | Dealer financed purchases of revenue equipment                                           |                                                                    | $                                                 |                                          |            |                        | $          | 3,818,973  |           
|                                                         |                                                                                          |                                                                    |                                                   |                                           |            |                        |            |           

See notes to unaudited consolidated financial statements.

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##### Table of Contents



BOYD BROS. TRANSPORTATION INC.




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation

The accompanying consolidated financial statements have been prepared in
compliance with Form 10-Q instructions and, thus, do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the statements reflect all adjustments, including those
of 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 consolidated financial statements include the accounts of Boyd Bros.
Transportation Inc. and its wholly owned subsidiary, WTI Transport, Inc.
(WTI). The Boyd division (Boyd) also operates a logistics division
(Logistics) that provides logistical support to the Company, and brokers
freight by identifying external shipping needs and matching available carrier
resources to those needs. Boyd, Logistics, and WTI are referred to herein
collectively as the Company. All significant intercompany balances,
transactions and stockholdings have been eliminated. Certain reclassifications
have been made to prior periods to conform to the current period presented.

3.     Environmental Matters

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

4.     Stockholders Equity

Earnings Per Share

The following is a reconciliation from basic earnings per share to diluted
earnings per share for each of the periods presented:

|             |                                             |  |                            |  |                          |      |   |           |  |  |   |           |  |      |  |      |  |  |   |           |  |  |   |           | 
|------------ | ------------------------------------------- |  | -------------------------- |  | ------------------------ | ---- | - | --------- |  |  | - | --------- |  | ---- |  | ---- |  |  | - | --------- |  |  | - | --------- | 
|             |                                             |  | For the three months ended |  | For the six months ended
|             |                                             |  | June 30,                   |  | June 30,                
|{PRIVATE}    |                                             |  |                            |  |                          | 2003 |   | 2002      |  |  |   |           |  | 2003 |  | 2002
|             |                                             |  |                            |  |                          |      |   |           |  |  |   |           |  |      |  |      | 
|Numerator:   |                                             |  |                            |  |                          |      |   |           |  |  |   |           |  |      |  |      |  |  |   |           |  |  |   |          
|             | Net income                                  |  |                            |  |                          |      | $ | 645,291   |  |  | $ | 607,350   |  |      |  |      |  |  | $ | 649,477   |  |  | $ | 319,249   | 
|Denominator: |                                             |  |                            |  |                          |      |   |           |  |  |   |           |  |      |  |      |  |  |   |           |  |  |   |          
|             | Basic weighted-average shares outstanding   |  |                            |  |                          |      |   | 2,710,673 |  |  |   | 2,708,105 |  |      |  |      |  |  |   | 2,710,669 |  |  |   | 2,708,967 | 
|             | Effect of dilutive stock options            |  |                            |  |                          |      |   | 125,876   |  |  |   | 33,607    |  |      |  |      |  |  |   | 127,015   |  |  |   | 23,623    | 
|             | Diluted weighted-average shares outstanding |  |                            |  |                          |      |   | 2,836,549 |  |  |   | 2,741,712 |  |      |  |      |  |  |   | 2,837,684 |  |  |   | 2,732,590 | 
|             | Basic earnings per share                    |  |                            |  |                          |      | $ | 0.24      |  |  | $ | 0.22      |  |      |  |      |  |  | $ | 0.24      |  |  | $ | 0.12      | 
|             | Diluted earnings per share                  |  |                            |  |                          |      | $ | 0.23      |  |  | $ | 0.22      |  |      |  |      |  |  | $ | 0.23      |  |  | $ | 0.12      | 

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Stock Options

The Company adopted the disclosure provisions of Statement of Financial
Accounting Standards (SFAS or Statement) No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure, which amends SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation, which was originally provided
under SFAS No. 123. The Statement also improves the timeliness of disclosures
by requiring the information be included in interim, as well as annual,
financial statements. The adoption of these disclosure provisions did not have
a material effect on the Companys consolidated results of operations,
financial position, or cash flows.

The Company has a stock option plan (the Plan) that provides for the granting
of stock options to key employees, executive officers and directors. An
aggregate of 500,000 shares of the Companys common stock are reserved for this
Plan. The options are exercisable in increments over a five-year period
beginning on the first anniversary of the grant and will expire ten years after
the date of the grant. No options were exercised in 2003 or 2002.

SFAS No. 123 encourages, but does not require, companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company
has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Companys stock at the date of the grant
over the amount an employee must pay to acquire the stock. The option price of
all the Companys stock options is equal to the market value of the stock at
the grant date. As such, no compensation expense is recorded in the
accompanying consolidated financial statements.

Had compensation cost been determined based upon the fair value at the grant
date for awards under the Plan consistent with the methodology prescribed under
SFAS No. 123, the Companys pro forma net income and net income per share would
have differed from the amounts reported as follows:

|                                                                                        |                      |      |         |      |  |   |         |      | 
|--------------------------------------------------------------------------------------- | -------------------- | ---- | ------- | ---- |  | - | ------- | ---- | 
|FOR THE QUARTERS ENDED JUNE 30,                                                         |                      | 2003 |         | 2002
|                                                                                        |                      |      |         |     
|Net income, as reported                                                                 |                      | $    | 645,291 |      |  | $ | 607,350 |     
|Stock-based employee compensation expense determined
under fair value basis, net of tax |                      |      | (24,414 | )    |  |   | (47,832 | )   
|                                                                                        |                      |      |         |      |  |   |         |     
|Pro forma net income                                                                    |                      | $    | 620,877 |      |  | $ | 559,518 |     
|                                                                                        |                      |      |         |      |  |   |         |     
|Earnings per share:                                                                     |                      |      |         |      |  |   |         |     
|                                                                                        | Basic -as reported   |      | $       | 0.24 |  |   | $       | 0.22 | 
|                                                                                        | Basic -pro forma     |      | $       | 0.23 |  |   | $       | 0.21 | 
|                                                                                        | Diluted -as reported |      | $       | 0.23 |  |   | $       | 0.22 | 
|                                                                                        | Diluted -pro forma   |      | $       | 0.22 |  |   | $       | 0.20 | 

|                                                                                        |                      |      |         |      |  |   |          |      | 
|--------------------------------------------------------------------------------------- | -------------------- | ---- | ------- | ---- |  | - | -------- | ---- | 
|FOR THE SIX MONTHS ENDED JUNE 30,                                                       |                      | 2003 |         | 2002
|                                                                                        |                      |      |         |     
|Net income, as reported                                                                 |                      | $    | 649,477 |      |  | $ | 319,249  |     
|Stock-based employee compensation expense determined
under fair value basis, net of tax |                      |      | (54,110 | )    |  |   | (106,871 | )   
|                                                                                        |                      |      |         |      |  |   |          |     
|Pro forma net income                                                                    |                      | $    | 595,367 |      |  | $ | 212,378  |     
|                                                                                        |                      |      |         |      |  |   |          |     
|Earnings per share:                                                                     |                      |      |         |      |  |   |          |     
|                                                                                        | Basic -as reported   |      | $       | 0.24 |  |   | $        | 0.12 | 
|                                                                                        | Basic -pro forma     |      | $       | 0.22 |  |   | $        | 0.08 | 
|                                                                                        | Diluted -as reported |      | $       | 0.23 |  |   | $        | 0.12 | 
|                                                                                        | Diluted -pro forma   |      | $       | 0.21 |  |   | $        | 0.08 | 

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5.     Related Party Transactions

The Company entered into a consulting agreement with its Chairman Emeritus,
Dempsey Boyd, effective January 1, 2002 through December 31, 2003. Mr. Boyd
will be paid $145,000 annually under this consulting agreement. Mr. Boyd
provides advice and expertise, and performs such duties and services from time
to time, during the term of the agreement, as the Company shall reasonably
request. The services provided include, without limitation, negotiating
equipment and tire agreements, reviewing equipment requirements, researching
and investigating equipment, advising the Company regarding certain ongoing
litigation matters, and providing the Company with an experienced perspective
on the trucking industry.

The Company entered into a lease agreement with Dempsey Boyd, effective
September 1, 2002 through August 31, 2003, to lease an aircraft for Company
use. The Company pays a monthly lease amount of $20,000 with an allowance of
twenty hours of flight time per month. For any flight hours that exceed twenty
per month, the Company pays an additional $1,000 per flight hour. On
May 1, 2003, the Board of Directors approved a $100 per flight hour
increase for flights on or after May 1, 2003. The Company
has paid a total of $124,000 in lease payments to Mr. Boyd for the first half
of 2003.

6.     Goodwill

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. SFAS No.142
requires, among other things, that companies no longer amortize goodwill, but
instead test goodwill for impairment at least annually.

The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly,
ceased amortization of goodwill at that time. As of June 30, 2002, the Company
completed the first phase of transitional testing for the potential impairment
of goodwill relating to its WTI subsidiary. As a result of such testing, the
Company determined there was no impairment. No events have occurred since the
assessment date to cause a significant change in the values used for
computation.

7.     Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. SFAS No. 148 amends Statement No.
123, Accounting for Stock-Based Compensation (SFAS No. 123), to provide
alternative methods for voluntary transition to SFAS No. 123s fair value
method of accounting for stock-based employee compensation (the fair value
method). SFAS No. 148 also requires disclosure of the effects of an entitys
accounting policy with respect to stock-based employee compensation on reported
net income (loss) and earnings (loss) per share in annual and interim financial
statements. The transition provisions of SFAS No. 148 are effective in fiscal
years beginning after December 15, 2002. The Company expects that the
transition provisions of SFAS No. 148 will not have a material adverse impact
on the Companys consolidated financial position and results of operations upon
adoption since the Company has not adopted the fair value method. The Company
adopted the required disclosure provisions of SFAS No. 148. See Note 4 to the
Consolidated Financial Statements, herein.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others. FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
It also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial
recognition and measurement provisions of this interpretation are applicable on
a prospective basis to guarantees issued or modified after December 31, 2002,
while the provisions of the disclosure requirements are effective for financial
statements of interim or annual reports ending after December 15, 2002. The
Company adopted the disclosure provisions of FIN 45 during the fourth quarter
of fiscal 2002 and such adoption did not have a material impact on the
Companys consolidated financial statements. The Company did not issue or
modify any guarantees during the first half of 2003.

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In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with
voting rights or (b) has equity investors that do not provide sufficient
financial resources for the entity to support its activities. FIN 46 requires
certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. The
consolidation requirements apply to older entities in the first fiscal year or
interim period beginning after June 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The Company
currently has identified no variable interest entities, thus the adoption of
the provisions of FIN 46 did not have a material impact on the Companys
consolidated results of operations or financial position.

In April 2003, the FASB issued Statement of Financial Accounting Standards No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (SFAS No. 149). SFAS No. 149 amends and clarifies accounting for
derivative instruments and improves financial reporting by requiring that
contracts with comparable characteristics be accounted for similarly. The
amendments to SFAS No. 133 fall principally into three categories: amendments
related to SFAS No. 133 implementation issues that were previously cleared by
the FASB, amendments clarifying the definition of a derivative, and amendments
relating to the definition of expected cash flows in FASB Concepts Statement
No. 7, Using Cash Flow Information and Present Value in Accounting
Measurements. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The implementation of SFAS No. 149 is not expected to have
a material impact on the Companys consolidated financial statements, as the
Company does not currently use any derivative type instruments.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity (SFAS No. 150). SFAS No. 150 establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments previously were
classified in financial statements as equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The Company does not believe the adoption of SFAS No. 150
will have a material impact on its consolidated financial statements.

There were no other recently issued accounting pronouncements with delayed
effective dates that would currently have a material impact on the Companys
consolidated financial position and results of operations.

8.     Segment Information

The Company has three reportable segments: the Boyd division (Boyd), the
Logistics division (Logistics), and the WTI division (WTI). Boyd is a
flatbed carrier that hauls primarily steel and building products throughout
most of the continental United States, and operated an average of 687 trucks
during the first six months of 2003. Boyd averaged 511 company drivers and 176
owner-operators during the first six months of 2003. Logistics brokers freight
by identifying external shipping needs and matching available external carrier
resources to those needs. This division requires minimal overhead and capital
resources and provides a service through logistically coordinating needs for
carriers to available carriers and scheduling the service to be provided. All
carriers brokered through Logistics are responsible for maintaining proper
insurance coverage and are required to provide proof of such coverage prior to
brokerage of a load. WTI is a flatbed carrier that hauls steel and roofing
products, primarily in the eastern two-thirds of the United States, and
operated an average of 214 trucks during the first six months of 2003. WTI
averaged 34 company drivers and 180 owner-operators during the first six months
of 2003. Due to the significant growth of Logistics, and the operating
characteristics that differentiate it from the Boyd and WTI divisions,
management now views Logistics as a separate reportable segment. Unaudited
segment reporting information for the periods ended June 30, 2003 and 2002 is
as follows:

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Results of Operations

Three Months Ended June 30, 2003

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

Three Months Ended June 30, 2002

|                   |  |      |            |           |  |     |           |       |  |   |           |   |  |   |            |  
|------------------ |  | ---- | ---------- | --------- |  | --- | --------- | ----- |  | - | --------- | - |  | - | ---------- | -
|                   |  | Boyd |            | Logistics |  | WTI |           | Total
|Operating revenues |  | $    | 25,673,673 |           |  | $   | 1,767,647 |       |  | $ | 5,527,792 |   |  | $ | 32,969,112 |  
|Operating expenses |  |      | 24,463,096 |           |  |     | 1,633,953 |       |  |   | 5,341,961 |   |  |   | 31,439,010 |  
|Operating income   |  |      | 1,210,577  |           |  |     | 133,694   |       |  |   | 185,831   |   |  |   | 1,530,102  |  
|Operating ratio    |  |      | 95.3       | %         |  |     | 92.4      | %     |  |   | 96.6      | % |  |   | 95.4       | %

Six Months Ended June 30, 2003

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

Six Months Ended June 30, 2002

|                   |  |      |            |           |  |     |           |       |  |   |            |   |  |   |            |  
|------------------ |  | ---- | ---------- | --------- |  | --- | --------- | ----- |  | - | ---------- | - |  | - | ---------- | -
|                   |  | Boyd |            | Logistics |  | WTI |           | Total
|Operating revenue  |  | $    | 49,881,738 |           |  | $   | 3,378,105 |       |  | $ | 10,329,586 |   |  | $ | 63,589,429 |  
|Operating expenses |  |      | 48,954,599 |           |  |     | 3,173,530 |       |  |   | 9,985,851  |   |  |   | 62,113,980 |  
|Operating income   |  |      | 927,139    |           |  |     | 204,575   |       |  |   | 343,735    |   |  |   | 1,475,449  |  
|Operating ratio    |  |      | 98.1       | %         |  |     | 93.9      | %     |  |   | 96.7       | % |  |   | 97.7       | %

Identifiable Assets

As of June 30, 2003

|                                              |  |      |            |           |  |     |          |       |  |   |           |   |  |   |            | 
|--------------------------------------------- |  | ---- | ---------- | --------- |  | --- | -------- | ----- |  | - | --------- | - |  | - | ---------- | 
|                                              |  | Boyd |            | Logistics |  | WTI |          | Total
|Cash and cash equivalents                     |  | $    | 1,229,438  |           |  | $   | (873,250 | )     |  | $ | (117,901  | ) |  | $ | 238,287    | 
|Property and equipment, net                   |  |      | 48,166,324 |           |  |     |         |       |  |   | 4,449,349 |   |  |   | 52,615,673 | 
|Long-term debt (excluding
current maturities) |  |      | 14,385,803 |           |  |     |         |       |  |   | 1,192,287 |   |  |   | 15,578,090 | 

As of December 31, 2002

|                                              |  |      |            |           |  |     |          |       |  |   |           |  |  |   |            | 
|--------------------------------------------- |  | ---- | ---------- | --------- |  | --- | -------- | ----- |  | - | --------- |  |  | - | ---------- | 
|                                              |  | Boyd |            | Logistics |  | WTI |          | Total
|Cash and cash equivalents                     |  | $    | 296,630    |           |  | $   | (199,473 | )     |  | $ | 195,357   |  |  | $ | 292,514    | 
|Property and equipment, net                   |  |      | 50,272,130 |           |  |     |         |       |  |   | 4,452,362 |  |  |   | 54,724,492 | 
|Long-term debt (excluding
current maturities) |  |      | 17,745,849 |           |  |     |         |       |  |   | 1,390,021 |  |  |   | 19,135,870 | 

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9.     Subsequent Event

The Company was involved in an accident on July 5, 2003, which resulted in one
fatality and injuries to three other third parties. No lawsuit has been filed
to date with respect to this accident; however, attorneys have been retained by
those involved. The Companys self-insured amount for this accident is
$750,000, with the Company also responsible for its shared amount of 33% up to
the $2 million insurance coverage and all amounts in excess of the insured
amount. This accident has the potential to cause the Company to reach its total
per occurrence retention amount for insurance purposes. If the Company is
ultimately found to have some liability for this accident, the Company believes
that its operating cash flows and, if needed, additional bank financing would
be sufficient to cover any amounts payable. However, there can be no assurance
that the Companys operations and financial condition would not be adversely
affected if the Company is found to have liability.

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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 2002 Annual
Report to Stockholders, which included audited financial statements and notes
thereto for the fiscal year ended December 31, 2002, 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 has three reportable segments: Boyd, Logistics, and WTI. Boyd operates
throughout most of the continental United States, hauling primarily steel and
building products. Logistics provides logistical support to the Company and
brokers freight by identifying external shipping needs and matching available
external carrier resources to those needs. WTI hauls steel and roofing
products, primarily in the eastern two-thirds of the United States. The
Company typically 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 six 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 efforts and is broadening its
customer base outside of the steel and building products industries, as well as
stressing best-in-business service to its customers. The Company remains
committed to its emphasis on safety while working to reduce insurance claims
and costs. See Factors That May Affect Future Results, below.

Critical Accounting Policies

The methods, estimates and judgments the Companys management uses in applying
accounting policies may have a significant effect on the results the Company
reports in its financial statements. The estimates and judgments in applying
those accounting policies which may have the most significant effect on the
Companys financial statements and operating results include: estimates of
useful lives and salvage values for the depreciation of tractors and trailers;
estimates of accrued liabilities for insurance claims for liability and both
physical and property damage and workers compensation; allowance for doubtful
accounts for tractors leased to owner-operators; determinations of impairment
of long-lived assets; allowance for doubtful accounts receivable; and
evaluation of impairment of goodwill. Please refer to Managements Discussion
and Analysis of Financial Condition  Critical Accounting Policies in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002, for
a more complete description of the Companys critical accounting policies.

Quarterly Review:

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

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|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |      | 
|-------------------------- | -------------------------------------------------- |  | ---------------------- | ---- | ---- |  | --------- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- | - |  | ----- | ---- | - |  | ----- | ---- |  |  | ----- | ---- | 
|                           |                                                    |  | Company                |      | Boyd |  | Logistics |      | WTI 
|                           |                                                    |  |                        |      |      |  |           |      |     
|                           |                                                    |  | Quarter Ended June 30,
|                           |                                                    |  |                       
|                           |                                                    |  | 2003                   |      | 2002 |  | 2003      |      | 2002 |  | 2003  |      | 2002 |  | 2003  |      | 2002
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |     
|Operating revenues         |                                                    |  | 100.0                  | %    |      |  | 100.0     | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |   |  | 100.0 | %    |   |  | 100.0 | %    |  |  | 100.0 | %   
|Operating expenses         |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     
|                           | Salaries, wages, and employee
benefits             |  |                        | 28.5 |      |  |           | 28.2 |      |  |       | 34.4 |      |  |       | 33.0 |      |  |       | 8.9  |   |  |       | 8.6  |   |  |       | 12.8 |  |  |       | 12.4 | 
|                           | Cost of independent contractors                    |  |                        | 31.8 |      |  |           | 30.5 |      |  |       | 19.0 |      |  |       | 20.2 |      |  |       | 83.3 |   |  |       | 80.4 |   |  |       | 62.1 |  |  |       | 62.4 | 
|                           | Fuel                                               |  |                        | 12.2 |      |  |           | 11.6 |      |  |       | 15.3 |      |  |       | 13.8 |      |  |       | 0.4  |   |  |       | 0.0  |   |  |       | 4.4  |  |  |       | 4.9  | 
|                           | Operating supplies                                 |  |                        | 7.8  |      |  |           | 8.1  |      |  |       | 9.3  |      |  |       | 9.3  |      |  |       | 1.9  |   |  |       | 2.4  |   |  |       | 4.4  |  |  |       | 4.4  | 
|                           | Operating taxes and licenses                       |  |                        | 1.9  |      |  |           | 2.0  |      |  |       | 2.1  |      |  |       | 2.2  |      |  |       | 0.0  |   |  |       | 0.0  |   |  |       | 1.8  |  |  |       | 1.9  | 
|                           | Insurance and claims                               |  |                        | 3.2  |      |  |           | 3.8  |      |  |       | 3.8  |      |  |       | 4.2  |      |  |       | 0.2  |   |  |       | 0.0  |   |  |       | 2.3  |  |  |       | 3.0  | 
|                           | Communications and utilities                       |  |                        | 1.0  |      |  |           | 1.0  |      |  |       | 1.1  |      |  |       | 1.1  |      |  |       | 1.4  |   |  |       | 0.6  |   |  |       | 0.6  |  |  |       | 0.6  | 
|                           | Depreciation and amortization                      |  |                        | 8.6  |      |  |           | 9.0  |      |  |       | 10.7 |      |  |       | 10.7 |      |  |       | 0.3  |   |  |       | 0.1  |   |  |       | 3.4  |  |  |       | 4.2  | 
|                           | Gain on disposition of property
and equipment, net |  |                        | (0.6 | )    |  |           | (0.2 | )    |  |       | (0.8 | )    |  |       | (0.2 | )    |  |       | (0.0 | ) |  |       | (0.0 | ) |  |       | 0.1  |  |  |       | 0.1  | 
|                           | Other                                              |  |                        | 1.5  |      |  |           | 1.4  |      |  |       | 0.9  |      |  |       | 1.0  |      |  |       | 0.7  |   |  |       | 0.3  |   |  |       | 3.8  |  |  |       | 2.7  | 
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     
|Total operating expenses   |                                                    |  | 95.9                   |      |      |  | 95.4      |      |      |  | 95.8  |      |      |  | 95.3  |      |      |  | 97.1  |      |   |  | 92.4  |      |   |  | 95.7  |      |  |  | 96.6  |     
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     
|Operating income           |                                                    |  | 4.1                    |      |      |  | 4.6       |      |      |  | 4.2   |      |      |  | 4.7   |      |      |  | 2.9   |      |   |  | 7.6   |      |   |  | 4.3   |      |  |  | 3.4   |     
|Interest expense, net      |                                                    |  | (0.9                   | )    |      |  | (1.5      | )    |      |  | (1.3  | )    |      |  | (1.8  | )    |      |  | (0.0  | )    |   |  | 0.0   |      |   |  | 0.2   |      |  |  | (1.0  | )   
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     
|Income before income taxes |                                                    |  | 3.2                    |      |      |  | 3.1       |      |      |  | 2.9   |      |      |  | 2.9   |      |      |  | 2.9   |      |   |  | 7.6   |      |   |  | 4.5   |      |  |  | 2.4   |     
|                           | Income taxes                                       |  |                        | 1.3  |      |  |           | 1.3  |      |  |       | 1.3  |      |  |       | 1.4  |      |  |       | 0.0  |   |  |       | 0.0  |   |  |       | 1.9  |  |  |       | 1.1  | 
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     
|Net income                 |                                                    |  | 1.9                    | %    |      |  | 1.8       | %    |      |  | 1.6   | %    |      |  | 1.5   | %    |      |  | 2.9   | %    |   |  | 7.6   | %    |   |  | 2.6   | %    |  |  | 1.3   | %   
|                           |                                                    |  |                        |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |   |  |       |      |   |  |       |      |  |  |       |     

|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | -------------------------------------------------- | --- | ---- |  | --- | --- | - |  | ---- |  | ---- |  | ---- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company                                            |     | Boyd |  | WTI
|                           |  |                                                    |     |      |  |    
|                           |  | Average Counts For the Three Months ended June 30,
|                           |  |                                                   
|                           |  | 2003                                               |     | 2002 |  |     |     |   |  | 2003 |  | 2002 |  | 2003 |     | 2002
|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |     
|Company operated tractors  |  |                                                    | 552 |      |  |     | 593 |   |  |      |  |      |  |      | 518 |      |  |  | 558 |   |  |  | 34  |   |  |  | 35  |  
|Owner-operated tractors    |  |                                                    | 357 |      |  |     | 377 |   |  |      |  |      |  |      | 176 |      |  |  | 195 |   |  |  | 181 |   |  |  | 182 |  
|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |                                                    | 909 |      |  |     | 970 |   |  |      |  |      |  |      | 694 |      |  |  | 753 |   |  |  | 215 |   |  |  | 217 |  
|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |                                                    | 61  | %    |  |     | 61  | % |  |      |  |      |  |      | 75  | %    |  |  | 74  | % |  |  | 16  | % |  |  | 16  | %
|Owner-operated tractor %   |  |                                                    | 39  | %    |  |     | 39  | % |  |      |  |      |  |      | 25  | %    |  |  | 26  | % |  |  | 84  | % |  |  | 84  | %
|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |                                                    | 100 | %    |  |     | 100 | % |  |      |  |      |  |      | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |                                                    |     |      |  |     |     |   |  |      |  |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Quarterly Results of Operations

The Companys total operating revenues increased $1,399,018 or 4.2% to
$34,368,130 for the quarter ended June 30, 2003, compared with $32,969,112 for
the same period in 2002. The change in revenue reflected a decrease of
$313,900 or 1.2% in the Boyd division, an increase of $654,085 or 37.0% in the
Logistics division, and an increase of $1,058,833 or 19.2% in the WTI division.
These changes are reflective of diversification outside of the steel and
building materials industries and are also reflective of an increase in revenue
resulting from the growth of the Logistics division and its brokerage of
freight onto outside carriers. The significant increase in the WTI division
was also a result of an increase in the total number of loads hauled, from
8,995 from the second quarter of 2002, to 9,977 for the second quarter of 2003,
an increase of 10.9%. This increase was primarily attributable to increased
utilization within the organization. Productivity and efficiency initiatives
allowed WTI to better utilize its workforce. Included in revenues are fuel
surcharges in the amount of $1,023,291 and $258,639 for the quarters ended June
30, 2003 and 2002, respectively. Average revenue per total mile for the second
quarter of 2003 was
$1.34 while average revenue per total mile was $1.26 for the same period in
2002. Fuel costs increased significantly during the first half of 2003 due to
growing anxieties about war in Iraq. However, the industry is showing
improvement as fuel costs decline as hostilities lessen in the region. Though
fuel costs remain high, current levels are similar to those experienced in the
second half of 2002. So, barring further volatility or price spikes, the
impact of high fuel costs should have less influence on earnings comparisons
going forward.

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##### Table of Contents



Total operating expenses increased $1,515,094, or 4.8%, to $32,954,104 for the
second quarter of 2003, compared to $31,439,010 for the same period last year.
As a percentage of revenues, total operating expenses increased only slightly
from 95.4% in 2002 to 95.9% in 2003. Of this net increase, a decrease of
$165,781 was attributable to the Boyd division. The Logistics division
accounted for an increase of $718,206, and the WTI division accounted for
$962,669 of the net increase. These increases are directly proportional to the
increases in operating revenues.

Owner-operators are responsible for payment of the expenses they incur
including fuel, operating supplies, and taxes and licenses, while the Company
incurs these expenses related to Company drivers. Consequently, the amount
paid per mile (shown as salaries and wages for Company drivers and within cost
of independent contractors for owner-operators) for owner-operators is greater
than that of Company drivers.

As a percentage of revenues, salaries, wages, & employee benefits increased
0.3% during the second quarter of 2003 compared to the same period in 2002. Of
this increase, 68% was attributable to the Boyd division. Company drivers at
the Boyd division accounted for 73% of total miles driven during the second
quarter of 2003, compared to 71% in the same period in 2002. Additionally, at
the WTI division, Company drivers accounted for 1% more of total miles driven
during the second quarter of 2003 than in the same period of 2002.

Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the lease
purchase of tractors to owner-operators, and costs related to the Logistics
division. Cost of independent contractors for the Company increased $882,075,
or 8.8%, for the quarter ended June 30, 2003 compared to the same period last
year. The Boyd division accounted for a decrease of $359,874 in the net cost.
This decrease for the Boyd division resulted from a decrease of $749,687 in
total owner-operator payroll and a net increase of $389,813 in the costs
associated with the lease purchase program. The reduction in owner-operator
payroll was due to a 2% decrease in total miles driven by owner-operators for
the second quarter of 2003 compared to 2002. As an enticement for drivers to
enter into and remain in leases, the Boyd division began decreasing monthly
lease payments on new lease agreements entered into by owner-operators
beginning in September of 2002. Beginning in September, payments were reduced
by $25 to $30 per month until December, at which time they were reduced again
by another $15 to $30 per month. Additionally, during the fourth quarter of
2002, the Boyd division increased the amount reserved for bad debt on each
lease receivable related to the lease purchase program due to the uncertainty
of owner-operator retention resulting from uncertainty of fuel prices. Due to
the reductions in payments and increases in reserves for bad debt there was a
net increase in costs associated with the lease purchase program at the Boyd
division. The Logistics division accounted for $595,520 of the increase in
cost of independent contractors. The most significant costs associated with
operating the Logistics division are included in this account. These costs
include expenses related to payment of the outside carriers contracted to haul
brokered loads. The Logistics division requires minimal overhead and capital
resources and provides a service through logistically coordinating needs for
carriers to available carriers and scheduling the service to be provided. All
carriers brokered through Logistics are responsible for maintaining proper
insurance coverage and are required to provide proof of such coverage prior to
brokerage of a load. The WTI division accounted for $646,429 of the increase
in cost of independent contractors. As a percentage of revenue, the net cost
of independent contractors at the WTI division decreased 0.4% over last year.
Thus, the increase of costs contributed by WTI was a direct result of the WTI
contribution of increased revenue of 19.2%, as discussed above.

Fuel expense, also associated with Company drivers and included in the line
item operating supplies in the consolidated statements of income, increased
$366,556, or 9.6%, from 2002. This sharp increase was a result of the tensions
in the Middle East, as well as reduced fuel supplies from Venezuela. Fuel
prices began rising in the fourth quarter of 2002 and continued to rise during
the first quarter of 2003. Average fuel prices began to decline during March
2003. Average fuel cost per gallon during the second quarter of 2003 increased
approximately $0.15 per gallon over prices in the second quarter of 2002. The
Company generally has been able to partially offset significant increases in
fuel costs through increased freight rates and through a fuel surcharge which
increases
incrementally as the price of fuel increases. The increases in freight rates
and fuel surcharges are included in revenues, as discussed above.

Interest expense decreased $227,629, or 44.5%, in the second quarter of 2003
compared to the same period in 2002. Most of the Companys revenue equipment
financing is associated with the Boyd division because of its larger
company-owned fleet, thus most of the decline in interest expense for the first
six months of 2003 related to the Boyd division and reflected both lower debt
levels and a lower LIBOR rate on borrowed funds.

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##### Table of Contents



Income tax expense for the three-month period ended June 30, 2003 was $460,130
resulting in an effective tax rate of 41.6%. This rate is greater than the
Federal statutory rate primarily due to the effect of state taxes and the
permanent non-deductibility of certain expenses for tax purposes.

Year-to-date Review:

|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |      | 
|--------------------------------------------------------- | -------------------------------------------------- |  | ------------------------- | ---- | ---- |  | --------- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- |  |  | ----- | ---- |  |  | ----- | ---- | 
|                                                          |                                                    |  | Company                   |      | Boyd |  | Logistics |      | WTI 
|                                                          |                                                    |  |                           |      |      |  |           |      |     
|                                                          |                                                    |  | Six Months Ended June 30,
|                                                          |                                                    |  |                          
|                                                          |                                                    |  | 2003                      |      | 2002 |  | 2003      |      | 2002 |  | 2003  |      | 2002 |  | 2003  |      | 2002
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |     
|Operating revenues                                        |                                                    |  | 100.0                     | %    |      |  | 100.0     | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |  |  | 100.0 | %    |  |  | 100.0 | %    |  |  | 100.0 | %   
|Operating expenses
Salaries, wages, and employee
benefits |                                                    |  | 28.5                      |      |      |  | 29.3      |      |      |  | 34.4  |      |      |  | 34.1  |      |      |  | 8.1   |      |  |  | 8.5   |      |  |  | 12.9  |      |  |  | 13.2  |     
|                                                          | Cost of independent contractors                    |  |                           | 32.1 |      |  |           | 29.9 |      |  |       | 19.6 |      |  |       | 19.9 |      |  |       | 82.2 |  |  |       | 82.2 |  |  |       | 61.9 |  |  |       | 61.2 | 
|                                                          | Fuel                                               |  |                           | 13.1 |      |  |           | 11.3 |      |  |       | 16.5 |      |  |       | 13.5 |      |  |       | 0.3  |  |  |       | 0.0  |  |  |       | 4.8  |  |  |       | 4.5  | 
|                                                          | Operating supplies                                 |  |                           | 7.5  |      |  |           | 8.3  |      |  |       | 8.8  |      |  |       | 9.4  |      |  |       | 2.2  |  |  |       | 2.3  |  |  |       | 4.4  |  |  |       | 4.8  | 
|                                                          | Operating taxes and licenses                       |  |                           | 1.9  |      |  |           | 2.1  |      |  |       | 2.1  |      |  |       | 2.3  |      |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 1.7  |  |  |       | 1.8  | 
|                                                          | Insurance and claims                               |  |                           | 3.7  |      |  |           | 5.3  |      |  |       | 3.9  |      |  |       | 6.2  |      |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 4.3  |  |  |       | 3.5  | 
|                                                          | Communications and utilities                       |  |                           | 1.0  |      |  |           | 1.0  |      |  |       | 1.1  |      |  |       | 1.1  |      |  |       | 1.3  |  |  |       | 0.7  |  |  |       | 0.7  |  |  |       | 0.7  | 
|                                                          | Depreciation and amortization                      |  |                           | 8.4  |      |  |           | 9.3  |      |  |       | 10.3 |      |  |       | 10.8 |      |  |       | 0.3  |  |  |       | 0.1  |  |  |       | 3.8  |  |  |       | 4.4  | 
|                                                          | Gain on disposition of property
and equipment, net |  |                           | (0.3 | )    |  |           | (0.1 | )    |  |       | (0.4 | )    |  |       | (0.2 | )    |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 0.0  | 
|                                                          | Other                                              |  |                           | 1.5  |      |  |           | 1.1  |      |  |       | 1.0  |      |  |       | 1.0  |      |  |       | 1.4  |  |  |       | 0.1  |  |  |       | 4.1  |  |  |       | 2.6  | 
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Total operating expenses                                  |                                                    |  | 97.4                      |      |      |  | 97.7      |      |      |  | 97.3  |      |      |  | 98.1  |      |      |  | 95.8  |      |  |  | 93.9  |      |  |  | 98.6  |      |  |  | 96.7  |     
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Operating income                                          |                                                    |  | 2.6                       |      |      |  | 2.3       |      |      |  | 2.7   |      |      |  | 1.9   |      |      |  | 4.2   |      |  |  | 6.1   |      |  |  | 1.4   |      |  |  | 3.3   |     
|Interest expense, net                                     |                                                    |  | (1.0                      | )    |      |  | (1.4      | )    |      |  | (1.1  | )    |      |  | (1.6  | )    |      |  | 0.0   |      |  |  | 0.0   |      |  |  | 0.3   |      |  |  | (0.8  | )   
|Other income                                              |                                                    |  |                          |      |      |  |          |      |      |  | (0.3  | )    |      |  |      |      |      |  | 0.0   |      |  |  | 0.0   |      |  |  |      |      |  |  |      |     
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Income before income taxes                                |                                                    |  | 1.6                       |      |      |  | 0.9       |      |      |  | 1.3   |      |      |  | 0.3   |      |      |  | 4.2   |      |  |  | 6.1   |      |  |  | 1.7   |      |  |  | 2.5   |     
|                                                          | Income taxes                                       |  |                           | 0.6  |      |  |           | 0.4  |      |  |       | 0.7  |      |  |       | 0.3  |      |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 0.8  |  |  |       | 1.2  | 
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Net income                                                |                                                    |  | 1.0                       | %    |      |  | 0.5       | %    |      |  | 0.6   | %    |      |  | 0.0   | %    |      |  | 4.2   | %    |  |  | 6.1   |      |  |  | 0.9   | %    |  |  | 1.3   | %   
|                                                          |                                                    |  |                           |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     

|                           |  |                                                  |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------------------------------------------------ | --- | ---- |  | ---- | --- | ---- |  | ---- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company                                          |     | Boyd |  | WTI 
|                           |  |                                                  |     |      |  |     
|                           |  | Average Counts For the Six Months Ended June 30,
|                           |  |                                                 
|                           |  | 2003                                             |     | 2002 |  | 2003 |     | 2002 |  | 2003 |     | 2002
|                           |  |                                                  |     |      |  |      |     |      |  |      |     |     
|Company operated tractors  |  |                                                  | 545 |      |  |      | 583 |      |  |      | 511 |      |  |  | 548 |   |  |  | 34  |   |  |  | 35  |  
|Owner-operated tractors    |  |                                                  | 356 |      |  |      | 378 |      |  |      | 176 |      |  |  | 196 |   |  |  | 180 |   |  |  | 182 |  
|                           |  |                                                  |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |                                                  | 901 |      |  |      | 961 |      |  |      | 687 |      |  |  | 744 |   |  |  | 214 |   |  |  | 217 |  
|                           |  |                                                  |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |                                                  | 60  | %    |  |      | 61  | %    |  |      | 74  | %    |  |  | 74  | % |  |  | 16  | % |  |  | 16  | %
|Owner-operated tractor %   |  |                                                  | 40  | %    |  |      | 39  | %    |  |      | 26  | %    |  |  | 26  | % |  |  | 84  | % |  |  | 84  | %
|                           |  |                                                  |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |                                                  | 100 | %    |  |      | 100 | %    |  |      | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |                                                  |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Year-to-date Results of Operations

The Companys total operating revenues increased $3,356,179 or 5.3% to
$66,945,608 for the six months ended June 30, 2003, compared with $63,589,429
for the same period in 2002. The change in revenue reflected a decrease of
$210,306 or 0.4% in the Boyd division, an increase of $1,782,527 or 52.8% in
the Logistics division, and an increase of $1,783,958 or 17.3% in the WTI
division. These changes are reflective of diversification outside of the steel
and building materials industries and are also reflective of an increase in
revenue resulting from the growth of the Logistics division and its brokerage
of freight onto outside carriers. The significant increase in the WTI division
was also a result of an increase in the total number of loads hauled, from
17,471 for the first six months of 2002, to 18,967 for the first six months of
2003, an increase of 8.6%. This increase was primarily attributable to
increased

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utilization within the organization. Productivity and efficiency
initiatives allowed WTI to better utilize its workforce. Included in revenues
are fuel surcharges in the amount of $2,014,855 and $285,988 for the first half
of June 30, 2003 and 2002, respectively. Average revenue per total mile for the
six months ended June 30, 2003 was $1.33 while average revenue per total mile
was $1.24 for the same period in 2002. As previously mentioned, fuel costs
increased significantly during the first half of 2003 due to growing anxieties
about war in the Middle East. However, the industry is showing improvement as
fuel costs decline as hostilities lessen in the region. Though fuel costs
remain high, current levels are similar to those experienced in the second half
of 2002. So, barring further volatility or price spikes, the impact of high
fuel costs should have less influence on earnings comparisons going forward.

Total operating expenses increased $3,079,611, or 5.0%, to $65,193,591 for the
six months ended June 30, 2003, compared to $62,113,980 for the first six
months of 2002. As a percentage of revenue, total operating expenses decreased
from 97.7% in 2002 to 97.4% in 2003. Thus, the increase in expenses is directly
proportional to the increase in revenue. The change in the Companys operating
expenses reflected primarily lower expenses for insurance and claims and
depreciation and amortization, which were more than offset by higher salaries,
wages, and employee benefits, net cost of independent contractors and higher
fuel costs, included in the line item operating supplies in the consolidated
statements of income.

As a percentage of revenue, salaries, wages, and employee benefits, insurance
and claims, and depreciation and amortization expenses decreased for the
Company. These decreases were more than offset by increases, as a percentage
of revenue, of net cost of independent contractors and fuel expense, shown in
operating expenses.

As a percentage of revenue, salaries, wages, and employee benefits decreased
0.8%. As previously discussed, increased utilization has improved revenue per
mile rates. Empty mile percentages have decreased approximately 0.4% from
2002. This improved utilization improves costs as a percentage of revenue.

As a percentage of revenue, for the first six months of 2003, insurance and
claims decreased by 1.6% from the first six months of 2002. During the first
half of 2002, the Companys self-insured retention level was $500,000, but
during the first half of 2003, the retention level was $750,000 causing
insurance premiums to be lower. Additionally, the Company was involved in two
accidents resulting in third party fatalities during the first half of 2002 for
which the Company accrued higher claims expenses than for accidents during the
first half of 2003.

Depreciation and amortization decreased $293,206, or 5.0%, during the first six
months of 2003 to $5,592,631 from $5,885,837 during the same period of 2002.
The decrease in depreciation and amortization was primarily due to a decrease
in the average number of tractors in the Company fleet.

Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the lease
purchase of tractors to owner-operators, and costs related to the Logistics
division. Cost of independent contractors for the Company increased
$2,448,464, or 12.9%, for the six months ended June 30, 2003 compared to the
same period last year. As a percentage of revenue, these costs increased 2.2%
from 29.9% for the first half of 2002 to 32.1% for the first half of 2003. The
Boyd division accounted for a decrease of $495,040 in the net cost. This
decrease for the Boyd division resulted from a decrease of $1,121,589 in total
owner-operator payroll and a net increase of $626,549 in the costs associated
with the lease purchase program. The reduction in owner-operator payroll was
due to a 2% decrease in total miles driven by
owner-operators for the first half of 2003 compared to 2002. As an enticement
for drivers to enter into and remain in leases, the Boyd division began
decreasing monthly lease payments on new lease agreements entered into by
owner-operators beginning in September of 2002. Beginning in September,
payments were reduced by $25 to $30 per month until December, at which time,
they were reduced again by another $15 to $30 per month. Additionally, during
the fourth quarter of 2002, the Boyd division increased the amount reserved for
bad debt on each lease receivable related to the lease purchase program due to
the uncertainty of owner-operator retention resulting from uncertainty of fuel
prices. Due to the reduction in monthly lease payments and increases in
reserves for bad debt, there was a net increase in costs associated with the
lease purchase program at the Boyd division. The Logistics division accounted
for $1,771,976 of the increase in cost of independent contractors. The most
significant costs associated with operating the Logistics division are included
in this account. These costs include expenses related to payment of the
outside carriers contracted to haul brokered loads. The 55.8% increase in
Logistics operating expenses for the first six months of 2003 is consistent
with its

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52.8% increase in revenues. All carriers brokered through Logistics
are responsible for maintaining proper insurance coverage and are required to
provide proof of such coverage prior to brokerage of a load. The WTI division
accounted for $1,171,528 of the increase in cost of independent contractors.
The increase of costs contributed by WTI was a direct result of the WTI
contribution of increased revenue of 17.3%, as discussed above.

Fuel expense, also associated with Company drivers and included in the line
item operating supplies in the consolidated statement of income, increased
$1,590,404, or 22.1%, from 2002. This sharp increase was a result of the
tensions in the Middle East, as well as reduced fuel supplies from Venezuela.
Fuel prices began rising in the fourth quarter of 2002 and continued to rise
during the first quarter of 2003. Average fuel prices began to decline during
March 2003. Average fuel cost per gallon during the first half of 2003
increased approximately $0.30 per gallon over prices in the same period of
2002. The Company generally has been able to partially offset significant
increases in fuel costs through increased freight rates and through a fuel
surcharge which increases incrementally as the price of fuel increases. The
increases in freight rates and fuel surcharges are included in revenues, as
discussed above.

Interest expense for the first six months of 2003 decreased by $319,742, or
35.1%, to $592,183 from $911,925 in the first six months of 2002. As a
percentage of operating revenues, interest expense declined to 1.0% from 1.4%.
Most of the Companys revenue equipment financing is associated with the Boyd
division because of its larger company-owned fleet, thus most of the decline in
interest expense for the first six months of 2003 related to the Boyd division
and reflected both lower debt levels and a lower LIBOR rate on borrowed funds.

Income tax expense for the six-month period ended June 30, 2003 was $462,795
and the effective tax rate was 41.6%. This rate is greater than the federal
statutory rate because of the effect of state taxes and the permanent
non-deductibility of certain expenses for tax purposes.

Liquidity and Capital Resources

The Companys primary cash requirements are for capital expenditures and
operating expenses, including labor costs, fuel costs and operating supplies,
and the payment of current debt maturities. Historically, the Companys
primary sources of cash have been continuing operations, bank borrowings and,
in the last two years, dealer financings.

Cash Flows from Operating Activities

Cash flow from operations provided $5.4 million for the first six months of
2003 and $6.7 million for the first six months of 2002. Net income adjusted
for non-cash income and expense items provided cash of $5.8 million and $5.6
million for the first six months of 2003 and 2002, respectively. Non-cash
income and expense items include depreciation and amortization, provisions for
bad debt losses, gains on disposals of property and equipment, income related
to owner-operator sales-type leases, and deferred income taxes. Working capital
items used cash of $0.4 million in the first half of 2003 and provided $1.1
million in the first half of 2002. The cash flow from operations enabled the
Company to repay current maturities of debt and make capital expenditures as
discussed below.

The increase in net income adjusted for non-cash items from 2002 to 2003 of
$0.2 million was due primarily to increased net income during 2003 and reduced
gains on sales of assets related to lease purchases, shown as a deduction from
income in the net effect of sales-type leases. Reduced gains were due to the
reduced number of owner-operators in 2003 and the Companys reduction of sales
prices of lease purchased vehicles to owner-operators as an incentive to
attract and retain drivers. These increases were offset by decreases in
depreciation expense and an increase in deferred tax benefits. The decrease in
depreciation during 2003 was due to the decrease in the total number of
tractors in the Company fleet.

The decrease in working capital items used in cash flows of $1.5 million in the
first six months of 2003 was a result of increases in prepaid expenses and
inventories of $0.7 million, and decreases in income taxes payable of $0.9
million. The Company lengthened its payment cycle for accounts payable, which
increased trade and interline payables in the amount of $2.1 million since
December 31, 2002, which directly offset an increase in accounts receivable of
$2.1 million during the same period.

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Cash Flows from Investing Activities

The growth of the Companys business and maintenance of its modern fleet has
required significant investments in new tractors and trailers, which has been
financed largely through long-term debt. Historically, the Company financed its
major capital equipment purchases consisting primarily of revenue equipment
and, to a lesser extent, construction of terminals, through bank financings.
Dealer financed purchases in the first six months of 2002 amounted to $3.8
million, while no dealer-financed purchases were made during the first six
months of 2003.

The Company invested $4.7 million and $4.4 million for revenue equipment and
other property and equipment during the first six months of 2003 and 2002,
respectively. The proceeds from property dispositions exclude revenue equipment
traded on new equipment.

Cash Flows from Financing Activities

During the first six months of 2003, the Company paid $7.4 million towards the
reduction of its long-term debt. At June 30, 2003, the Company had debt
(including current maturities) of $30.2 million. In the first six months of
2003 and 2002, new debt of approximately $4.0 and $3.3 million, respectively,
was incurred to purchase revenue equipment. During the first six months of
2002, $3.8 million of revenue equipment was acquired by the Company through
dealer financing, while no dealer-financed purchases were made during the first
six months of 2003. These financing activities supported the Companys
investing activities.

As of June 30, 2003, the Company was in compliance with all financial covenant
ratio requirements imposed by its major lenders.

The Company drew approximately $1.3 million, net, from its line of credit
during the first quarter of 2003. Proceeds were used primarily to reduce
accrued liabilities, including income taxes.

The Company anticipates generating sufficient cash flow from operations in 2003
to cover planned capital expenditures and servicing current maturities of
long-term debt. As of June 30, 2003, the Company had purchased 32 new
tractors, trading nine, and selling 17. Additionally, the Company had
purchased 75 new trailers, trading 75 trailers in on the purchases. The
Company anticipates purchasing an additional 60 new tractors and trading or
selling 56 used tractors during the remainder of 2003. Historically, the
Company has relied on cash generated from operations to fund its working
capital requirements. Over the long term, the Company will continue to have
significant capital needs that may require it to seek additional borrowings or
equity capital. The availability of debt financing or equity capital will
depend on prevailing market conditions, the market price of its common stock,
and other factors over which the Company has no control, as well as the
Companys financial condition and results of operations.

Factors That May Affect Future Results

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

The following issues and uncertainties, along with the other issues and
uncertainties discussed in this report and the Companys 2002 Annual Report to
Stockholders, should be considered in evaluating the Companys outlook:

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Fuel Price Trend and Wage Increases

Many of the Companys operating expenses, including fuel costs and fuel taxes,
are sensitive to the effects of inflation, which could result in higher
operating costs. Throughout the half quarter of 2003, the Company experienced
fluctuations in fuel costs as a result of conditions in the petroleum industry
and, most significantly, the war in the Middle East. The Company also has
periodically experienced wage increases for drivers. Increases in fuel costs
and driver compensation may affect operating income, unless the Company is able
to pass those increased costs to customers through rate increases and fuel
surcharges. The Company has initiated a program to obtain rate increases and
fuel surcharges from customers in order to cover increased costs due to these
increases in fuel prices, driver compensation, and other expenses and has been
successful in implementing some fuel surcharges and certain rate increases.
Competitive conditions in the transportation industry, including lower demand
for transportation services, could limit the Companys ability to obtain rate
increases or fuel surcharges in the future. As of June 30, 2003, the Company
had no derivative financial instruments to reduce its exposure to fuel price
fluctuations.

Fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect, the financial condition and
results of operations of the Company. Fuel prices have fluctuated greatly, and
fuel taxes have generally increased in recent years. The Company has not
experienced difficulty in maintaining necessary fuel supplies and, in the past,
the Company generally has been able to partially offset significant increases
in fuel costs and fuel taxes through increased freight rates and through a fuel
surcharge which increases incrementally as the price of fuel increases.
However, there can be no assurance that the Company will be able to recover any
future increases in fuel costs and fuel taxes through increased rates. If fuel
prices continue to increase or are sustained at these higher levels for an
extended period of time, the higher fuel costs may have a materially adverse
effect on the financial condition and business operations of the Company.
Additionally, 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.

Insurance and Liability Claims

The Companys future insurance and claims expenses could exceed historical
levels, which could have a material adverse effect on earnings. The Company
self-insures for a portion of the claims exposure resulting from cargo loss,
personal injury, and property damage, combined up to $750,000 per occurrence,
effective July 1, 2002. In addition, costs above the $750,000 self-insured
amount, up to the Companys coverage amount of two million dollars, were shared
by the Company at a rate of fifty percent for the period from July 1, 2002 to
June 30, 2003. Beginning July 1, 2003, costs above the $750,000 amount to the
two million dollar total coverage are shared by the Company at a rate of
thirty-three percent. Costs and claims in excess of the Companys coverage
amount of two million dollars will be borne solely by the Company. Also,
effective July 1, 2002, the workers compensation self-insurance level
increased to a maximum of $500,000, and the health insurance self-insurance
level is $175,000 per person per year. If the number or dollar amount of
claims for which the Company is self-insured increases, operating results could
be adversely affected.

The Company was involved in two accidents in the first quarter and two
accidents in the third quarter of 2002 that resulted in third-party fatalities.
The Company has also been involved in two accidents resulting in fatalities
during the first half of 2003. During the first quarter of 2002, the
self-insured amount for cargo loss, personal injury, and property damage
combined was $500,000 per occurrence, which would be the amount applicable to
the two accidents during the first quarter of 2002. The self-insured amount
for the two accidents in the third quarter of 2002 and the accidents in 2003
was $750,000, with the Company also responsible for its shared amount of 50% of
the $2 million insurance coverage and all amounts in excess of the insured
amount. The Company was also involved in and accident on July 5, 2003, which
resulted in a third party fatality and injuries to others involved. The
self-insured amount relating to this accident is $750,000, with the Company
also responsible for its shared amount of 33% of the $2 million insurance
coverage and all amounts in excess of the insured amount. Each of these
accidents, taken separately, has the potential to cause the Company to reach
its total per occurrence retention amount for insurance purposes. To date,
four lawsuits have been filed against the Company with respect to these
accidents. If the Company is ultimately found to have some liability for one
or more of these accidents, the Company believes that its operating cash flows
and, if needed, additional bank financing would be sufficient to cover any
amounts payable. However, there can be no assurance that the Companys
operations and financial condition would not be adversely affected if the
Company is found to have liability for one or more of these
accidents. If insurance expenses continue to increase, and the Company is
unable to offset the increase with higher freight rates, the Companys
operations and financial condition could be adversely affected.

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Revenue Equipment

The Companys growth has been made possible through the addition of new revenue
equipment. Difficulty in financing or obtaining new revenue equipment (for
example, delivery delays from manufacturers or the unavailability of
independent contractors) could have an adverse effect on the Companys
operations and financial condition.

In the past the Company has acquired new tractors and trailers at favorable
prices and has entered into agreements with the manufacturers to repurchase the
tractors from the Company at agreed prices. Current developments in the
secondary tractor and trailer resale market have resulted in a large supply of
used tractors and trailers in 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.

Driver Recruitment and Retention

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

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

The Company recognizes that its professional drivers are one of its most
valuable assets. Drivers are trained in Company policies and operations, safety
techniques and fuel-efficient operation of equipment. In addition, each driver
must pass a rigorous road test prior to his or her assignment to a vehicle. The
Company believes that experienced drivers have better safety records than new
driver-school graduates, and management believes that their skills will help
Boyd improve overall fleet efficiency as a result of higher utilization and
historically lower maintenance costs on tractors operated by experienced
drivers. As a result, beginning in February 2001, Boyd began hiring only
experienced drivers and has discontinued hiring drivers directly from drivers
schools. All drivers are required to participate in annual safety training and
defensive driving courses for re-certification by the Company.
The Company also recognizes that carefully selected owner-operators complement
its Company-employed drivers.

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

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

Business Uncertainties

The Company has experienced significant growth in revenue since the initial
public offering of the Companys stock 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 its management,
administrative, and operational
systems to respond to any future growth. Further, there can be no assurance
that the Companys operating margins will not be adversely affected by future
changes in and expansion of the Companys business or by changes in economic
conditions.

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Forward-looking Statements

With the exception of historical information, the matters discussed and
statements made in this report constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Specifically, this report contains
forward-looking statements regarding the Companys efforts to broaden its
customer base; the Companys emphasis on safety and efforts to reduce insurance
and liability claims and costs; the Companys belief that the availability of
credit under its line of credit, together with internally generated cash, will
be adequate to finance its operations through fiscal year 2003 and will also be
adequate to cover any liability with respect to the accidents that occurred
during 2002 and the first half of 2003; expectations regarding the freight
business and the economy; expectations regarding fuel costs and availability;
and results in future quarters and for the year. Whenever possible, the Company
has identified these forward-looking statements (as defined in Section 21E of
the Securities Exchange Act of 1934) by words such as anticipates, may,
believes, estimates, projects, expects, intends, and words of similar
import. Forward-looking statements contained in this report involve certain
assumptions, risks and uncertainties that could cause actual results to differ
materially from those included in or contemplated by the statements. In
particular, there can be no assurance that the Companys efforts to broaden its
customer base will be successful; that the Companys emphasis on safety and
efforts to reduce insurance and liability claims and costs will be successful;
that business conditions and the economy will improve, including the
transportation and construction sectors in particular; that costs associated
with increased insurance and claims costs, and liability claims for which the
Company is self-insured will not have a material adverse affect on the Company;
that the Company will be able to recruit and retain qualified drivers; that the
Company will be able to control internal costs, particularly rising fuel costs
that may or may not be passed on to the Companys customers; that departures
and defaults by owner-operators will not have a material adverse affect on the
Company; or that the cost of complying with governmental regulations that are
applicable to the Company will not have a material adverse affect on the
Company. These assumptions, risks and uncertainties include, but are not
limited to, those discussed or indicated in all documents filed by the Company
with the Securities and Exchange Commission, including the Companys Annual
Report on Form 10-K for the year ended December 31, 2002. The Company expressly
disclaims any obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company is exposed to interest rate risk due to its long-term debt, which
at June 30, 2003 carried interest at rates ranging from 1.25% to 2.50% above
the applicable banks LIBOR rate. Under the provisions of SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, the Company has
estimated the fair value of its long-term debt approximates its carrying value,
using a discounted cash flow analysis based on borrowing rates available to the
Company. The effect of a hypothetical one percent increase in interest rates
would decrease pre-tax income by approximately $168,000. Management believes
that current working capital funds are sufficient to offset any adverse effects
caused by changes in these interest rates.

Commodity Price Risk

The price and availability of diesel fuel are subject to fluctuations due to
changes in the level of global oil production, seasonality, weather, and other
market factors. The geopolitical situation in the Middle East caused oil
prices to rise dramatically in the first quarter of 2003. Historically, the
Company has been able to recover a majority of fuel price increases from
customers in the form of fuel surcharges. The Company cannot predict the
extent to which high fuel price levels will continue in the future or the
extent to which fuel surcharges could be collected to offset such increases.
As of June 30, 2003, the Company had no derivative financial instruments to
reduce its exposure to fuel price fluctuations. The Company will consider
possible opportunities to hedge fuel costs in the future.

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Item 4. Controls and Procedures



| | (a) |  | Evaluation of Disclosure Controls and Procedures. Our Chief
Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of the end of
the period covered by this quarterly report (the Evaluation Date).
Based on such evaluation, such officers have concluded that, as of the
Evaluation Date, our disclosure controls and procedures are effective
in alerting them on a timely basis to material information relating to
our Company (including our consolidated subsidiary) required to be
included in our reports filed or submitted under the Exchange Act.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in Internal Controls. During the period covered by this
quarterly report, there have not been any changes in our internal
controls that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

23



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings



| |  |  | Reference is made to the legal proceedings previously reported in the
Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2002, under the heading Item 3 - Legal Proceedings. The
description of legal proceedings in the Companys Form 10-K remains
unchanged.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 2. Changes in Securities and Use of Proceeds.



| |  |  | Not applicable.
| |  |  | ---------------




Item 3. Defaults Upon Senior Securities.



| |  |  | None.
| |  |  | -----




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

The Annual Meeting of Stockholders of Boyd Bros. Transportation Inc. was
held on May 13, 2003. At this meeting, the stockholders elected two directors
to hold office for three-year terms expiring with the 2006 Annual Meeting of
Stockholders. The following is a tabulation of voting on this matter.

|                |  |           |           |                |  |  |        | 
|--------------- |  | --------- | --------- | -------------- |  |  | ------ | 
|Names           |  | Votes For |           | Votes Withheld
|J. Larry Baxter |  |           | 2,433,152 |                |  |  | 565    | 
|Gail B. Cooper  |  |           | 2,423,517 |                |  |  | 10,200 | 

Each of Boyd Whigham, Richard C. Bailey, Stephen J. Silverman and J. Mark
Dunning continued their service on the Board of Directors following the Annual
Meeting.




Item 5. Other Information.



| |  |  | None.
| |  |  | -----




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

| |  |  |      |  |  |                                                                                                     
| |  |  | ---- |  |  | ----------------------------------------------------------------------------------------------------
| |  |  | 10.1 |  |  | Security Agreement dated April 3, 2003 by and between the
Company and PACCAR Financial.             
| |  |  |      |  |  |                                                                                                     
| |  |  | 10.2 |  |  | Security Agreement dated April 22, 2003 by and between the
Company and PACCAR Financial.            
| |  |  |      |  |  |                                                                                                     
| |  |  | 10.3 |  |  | Security Agreement dated May 15, 2003 by and between the
Company and PACCAR Financial.              
| |  |  |      |  |  |                                                                                                     
| |  |  | 10.4 |  |  | Security Agreement dated May 23, 2003 by and between the
Company and PACCAR Financial.              
| |  |  |      |  |  |                                                                                                     
| |  |  | 10.5 |  |  | Promissory Note and Security Agreement dated July 1, 2003 by
and between the Company and GE Capital.
| |  |  |      |  |  |                                                                                                     
| |  |  | 31.1 |  |  | Certification of principal executive officer pursuant to Exchange
Act Rule 13a-14(a) or 15a-14(a).  
| |  |  |      |  |  |                                                                                                     
| |  |  | 31.2 |  |  | Certification of principal financial officer pursuant to Exchange
Act Rule 13a-14(a) or 15a-14(a).  
| |  |  |      |  |  |                                                                                                     
| |  |  | 32.1 |  |  | Chief Executive Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.    
| |  |  |      |  |  |                                                                                                     
| |  |  | 32.2 |  |  | Chief Financial Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.    

(b) Reports on Form 8-K



| |  |  | On May 6, 2003, the Company furnished on Form 8-K a copy of a press
release announcing unaudited first quarter 2003 earnings.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

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

|                     |  |                                                                          
|-------------------- |  | -------------------------------------------------------------------------
|                     |  | Boyd Bros. Transportation Inc. 
(Registrant)                             
|                     |  |                                                                          
|Date:August 12, 2003 |  | /s/ Richard C. Bailey                                                    
|                     |  |                                                                          
|                     |  |                                                                          
|                     |  | Richard C. Bailey, Chief Financial Officer
(Principal Accounting Officer)

25